AAON, INC.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 10, 2026
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Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. The risk factors described in our Annual Report could materially adversely affect our business, financial condition or future results. There have been no material changes to the risk factors included in our 2025 Annual Report.
Stock Repurchases
The Company may repurchase AAON, Inc. stock on the open market from time to time. Since it’s inception, we have repurchased 371 thousand shares for approximately $30 million under the current $100 million open market stock buyback program, approved by the Board of Directors on February 27, 2025. For the six months ended June 30, 2026 we have repurchased zero shares. The Board must authorize the timing and amount of these purchases and all repurchases are in accordance with the rules and regulations of the SEC allowing the Company to repurchase shares from the open market.
The Company also repurchases shares of AAON, Inc. stock from employees for payment of statutory tax withholdings on stock transactions and/or stock repurchased to cover the strike price of stock options. For the six months ended June 30, 2026, we repurchased approximately 44.1 thousand shares (at current market prices) for an aggregate price of $4.5 million, or an average price of $101.38 per share.
Repurchases during the second quarter of 2026 were as follows:
| ISSUER PURCHASES OF EQUITY SECURITIES | ||||
|---|---|---|---|---|
| Period | (a)Total Numberof Shares(or Units)Purchased | (b)Average PricePaidPer Share(or Unit) | (c)Total Numberof Shares (orUnits) Purchasedas part ofPublicly AnnouncedPlans or Programs | (d)Maximum Number (orApproximate DollarValue) of Shares (orUnits) that may yet bePurchased under thePlans or Programs |
| April 2026 | 1,136 | $92.24 | 1,136 | — |
| May 2026 | 6,850 | 138.38 | 6,850 | — |
| June 2026 | 1,516 | 139.93 | 1,516 | — |
| Total | 9,502 | $133.11 | 9,502 | — |
None.
Not applicable.
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