AAON, INC.

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.

Risks Related to Material Weakness In Internal Controls Over Financial Reporting

We have identified a material weakness in our internal controls over financial reporting which has resulted in the restatement of our previously issued financial statements. If our remedial measures are insufficient to timely and adequately address the material weakness, or if additional material weaknesses or significant deficiencies in our internal controls over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to further restate our financial results, which could adversely affect our stock price.

Although we plan to complete the remediation process in a timely and prudent manner, we cannot at this time estimate how long it will take, and our measures may not prove to be successful in remediating the material weakness. If our remedial measures are insufficient to address the material weakness, or if an additional material weakness or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to further restate our financial results. In addition, if we are unable to successfully remediate the material weakness in our internal controls over financial reporting or if we are unable to produce accurate and timely financial statements, our stock price may be adversely affected.

Stock Repurchases

The Company may repurchase AAON, Inc. stock on the open market from time to time. Since its 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 25, 2025. For the nine months ended September 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 nine months ended September 30, 2026, we repurchased approximately 45.5 thousand shares (at current market prices) for an aggregate price of $4.6 million, or an average price of $101.07 per share.

Repurchases during the third quarter of 2026 were as follows:

None.

Not applicable.