AAON : Financial Document - (AAON 2026 Proxy Definitive (1))

About this update from Aaon, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 AAON, INC. (Name of Registrant as Specified in its Charter) NOT APPLICABLE (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☑ No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Notice of 2026 Annual Meeting of Stockholders Notice is hereby given that the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of AAON, Inc., a Nevada corporation (the "Company"), will be held on Tuesday, May 12, 2026, at 10:00 A.M. (Local Time), at 2422 South Yukon Avenue, Tulsa, Oklahoma, 74107, for the following purposes, as more fully described in the accompanying proxy statement ("Proxy Statement"): To elect three Class II Directors for terms ending in 2029; To ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for 2026; To approve (on a non-binding, advisory basis) the compensation of our named executive officers; and To approve (on a non-binding, advisory basis) whether an advisory vote on named executive officer compensation should occur once every one, two or three years; To amend the Company's Articles of Incorporation to increase the maximum size of the board of directors; and To transact such other business as may properly come before the meeting or any adjournment thereof. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON May 12, 2026. We have elected to take advantage of the Securities and Exchange Commission's rules that allow us to furnish our proxy materials to our stockholders over the internet. We believe electronic delivery will expedite the receipt of materials and, by printing and mailing a smaller volume, will reduce the environmental impact of our annual meeting materials and help lower our costs. A Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") is being mailed concurrently to our stockholders. The Notice of Internet Availability contains instructions on how to access the Notice of Annual Meeting, Proxy Statement and Annual Report to Stockholders online. You will not receive a printed copy of these materials unless you specifically request one. The Notice of Internet Availability contains instructions on how to receive a paper copy of the proxy materials. It is important that your shares be represented and voted at the meeting. You may vote your shares in person at the meeting, by internet, by telephone or by completing, signing, dating and returning a proxy card, which will be mailed to you if you request delivery of a full set of proxy materials. Our Proxy Statement and Annual Report on Form 10-K are available at https://www.proxyvote.com . By Order of the Board of Directors Luke A. Bomer Secretary Tulsa, Oklahoma April 1, 2026 Table of Contents SUMMARY PROXY INFORMATION 1 STOCK OWNERSHIP 27 Proxy Statement Summary 1 Holdings of Major Stockholders 27 Director Nominees 3 Holdings of Officers and Directors 28 Business Highlights 4 Beneficial Ownership Reporting Compliance 29 Compensation Highlights 5 COMPENSATION DISCUSSION AND ANALYSIS 30 CORPORATE RESPONSIBILITY 6 Executive Officers 30 Environmental Performance 6 Executive Summary 30 Community Investment 8 Compensation Philosophy 31 Human Capital Management 9 Benchmarking and Peer Group 32 Inclusion and Diversity 9 2025 Executive Compensation Program Elements 33 Base Salaries 34 GOVERNANCE OF THE COMPANY 11 Annual Cash Incentive Bonuses 34 Code of Business Conduct and Ethics 11 Equity-Based Compensation 36 Director Independence 11 Retirement Benefits 37 Policy Against Hedging Stock 12 Other Compensation Program Components 37 Board Leadership Structure 12 Stock Ownership and Retention Policy 38 Succession Planning 13 Prohibition on Hedging or Pledging Stock 38 Our Board and Corporate Strategy 13 Clawback Policies 39 Stockholder Engagement 13 Risk Oversight 14 COMPENSATION COMMITTEE REPORT 40 Board Committee Structure 14 Audit Committee 15 COMPENSATION OF NAMED EXECUTIVE 41 Compensation Committee 15 OFFICERS Governance Committee 15 Summary Compensation Table 41 Director Nominations 15 Grants of Plan-Based Awards 42 Director Compensation 16 Outstanding Equity Awards at Fiscal Year End 44 Compensation Committee's Interlocks and Insider 17 Option Exercises 47 Participation CEO Pay Ratio 47 Executive Sessions 17 Pay Versus Performance 48 Communicating with the Board 17 Equity Compensation Plan Information 52 Whistleblower Procedures 18 PROPOSAL 1 - ELECTION OF DIRECTORS 19 PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION 53 Election by Majority Vote 19 Say-on-Pay 53 Board Diversity 20 PROPOSAL 4 - ADVISORY VOTE ON 54 Board Qualifications 21 FREQUENCY OF EXECUTIVE COMPENSATION VOTES PROPOSAL 5 - INCREASE SIZE OF BOARD OF 55 PROPOSAL 2 - RATIFY THE SELECTION OF INDEPENDENT AUDITOR 25 DIRECTORS TRANSACTIONS WITH RELATED PERSONS 56 Ratification of Selection of Grant Thorton LLP 25 Audit and Non-Audit Fees 25 Audit Committee Policy on Services Provided by the 26 Independent Registered Public Accounting Firm 2025 Report of the Audit Committee 26 STOCKHOLDER PROPOSALS FOR 2027 ANNUAL 57 MEETING OTHER MATTERS 58 OVERVIEW OF PROPOSALS AND SIGNATURE 59 PAGE ANNEX A - CERTIFICATE OF AMENDMENT 60 ‌Summary Proxy Information This statement is furnished in connection with the solicitation by the Board of Directors of AAON, Inc., for proxies to be used at our Annual Meeting to be held on May 12, 2026, at the time and place set forth in the Notice of Annual Meeting accompanying this Proxy Statement. Unless the context otherwise requires, references herein to "AAON", "we", "us", "our" or "ours" refers to AAON, Inc., a Nevada corporation. Pursuant to provisions of our Bylaws (the "Bylaws") and action of our Board of Directors, the close of business on March 13, 2026, has been established as the time and record date for determining the stockholders entitled to notice of and to vote at this Annual Meeting. The stock transfer books will not be closed. Stockholders of record on the record date are entitled to cast their votes at the Annual Meeting in person or by internet, telephone or properly executed proxy. The presence, by any of these means, of at least a majority of the Common Stock outstanding on the record date is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are counted as shares present in determining whether the quorum requirement is satisfied. If a quorum is not present at the time the Annual Meeting is convened, we may adjourn or postpone the meeting. ‌Proxy Statement Summary Determination of whether a proposal specified in the Notice of Annual Meeting has been approved will be determined, assuming a quorum is present either in person or by proxy, as follows: Proposal No. 1. A nominee for director will be elected if a majority of the votes cast are in favor of such nominee's election. Accordingly, abstentions and broker non-votes will have no effect on the outcome of the vote on the director nominees. Proposal No. 2. The proposal to ratify Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026, will require the affirmative vote of a majority of the votes cast on the proposal. Accordingly, abstentions will have no effect on the outcome of the vote on this proposal. Brokers have discretionary authority and may vote on the proposal without having instructions from the beneficial owners or persons entitled to vote thereon. Proposal No. 3. The proposal to approve, on an advisory basis, the compensation of our named executive officers will require the affirmative vote of a majority of the votes cast on the proposal. Accordingly, abstentions and broker non-votes will have no effect on the outcome of the vote on this proposal. Proposal No. 4. The proposal to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers, allows you to vote to recommend such future votes be held every year, every two years, or every three years, or you may vote to abstain. This proposal will be determined by a plurality of votes cast, meaning that the option receiving the highest number of votes will be approved. Neither abstentions nor broker non-votes will affect the outcome of this proposal. Proposal No. 5. The proposal to amend the Company's Articles of Incorporation to increase the maximum size of the board of directors will require the affirmative vote of a majority of the Company's outstanding shares of common stock entitled to vote on the proposal. As a result, abstentions and broker non-votes will have the effect of a vote against the proposal. YOU MAY VOTE IN SEVERAL DIFFERENT WAYS: In Person at the Annual Meeting You may vote in person at the Annual Meeting. You may also be represented by another person at the meeting by executing a proxy properly designating that person. If you are the beneficial owner of shares held in "street name," you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot to be able to vote at the meeting. By Telephone You may vote by calling the toll-free telephone number indicated on the voting instructions you will receive. Easy-to-follow voice prompts allow you to vote your shares and confirm that your voting instructions have been properly recorded. By Internet You may vote by going to the internet website indicated on the voting instructions you will receive. Confirmation that your voting instructions have been properly recorded will be provided. By Mail You may vote by completing, signing, dating and returning a proxy card which will be mailed to you if you request delivery of a full set of proxy materials. A postage-paid envelope will be provided along with the proxy card. Telephone and internet voting for stockholders of record will be available until 11:59 p.m. Central time on May 11, 2026. A mailed proxy card must be received by May 11, 2026, in order to be voted at the Annual Meeting. The availability of telephone and internet voting for beneficial owners of other shares held in "street name" will depend on your broker, bank or other holder of record and we recommend that you follow the voting instructions on the Notice of Internet Availability that you receive from them. If you are mailed a set of proxy materials and a proxy card or voting instruction card and you choose to vote by telephone or by Internet, you do not have to return your proxy card or voting instruction card. However, even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance so that your vote will be counted if you later decide not to attend the meeting. Proxies received in advance of the meeting may be revoked at any time prior to the voting thereof, either by giving notice to the Secretary of AAON or by personal attendance at the meeting. We have adopted a procedure approved by the SEC called "householding" pursuant to which stockholders of record who have the same address and last name and who request a written copy of our Annual Report and Proxy Statement will receive only one copy of such materials unless one or more of these stockholders notify us that they wish to receive individual copies. Stockholders who participate in householding will continue to receive separate proxy cards. We will pay the costs of the solicitation of proxies. We may reimburse brokerage firms and other persons for expenses incurred in forwarding the proxy materials to their customers who are beneficial owners and obtaining their voting instructions. Stockholders electing to vote over the internet should understand that there may be costs associated with electronic access (such as charges from their internet access provider) and that these costs must be borne by the stockholder. Stockholders currently receiving multiple copies of our Annual Report and Proxy Statement at their household can request householding by contacting our transfer agent at 1-800-736-3001 or writing to Computershare, PO Box 43006, Providence, Rhode Island, 02940-3006. Stockholders now participating in householding who wish to receive a separate document in the future may do so in the same manner. Those owning shares through a bank, broker or other nominee may request householding by contacting the nominee. This Proxy Statement, the Notice of Annual Meeting and accompanying proxy card, as well as our 2025 Annual Report (which includes our Annual Report on Form 10-K for the year ended December 31, 2025), can also be found at our website ( https://www.aaon.com ). Copies of exhibits omitted from the Annual Report on Form 10-K are available without charge upon written request to Investor Relations, 2425 South Yukon Avenue, Tulsa, Oklahoma 74107, or may also be obtained at the Securities and Exchange Commission's website at https://www.sec.gov . We recognize the importance our stockholders place on the Annual Meeting and also appreciate the opportunity it affords for them to engage with senior management. We also understand that it provides a convenient forum for our stockholders to acquire first-hand exposure to, and ask questions of, our management. In an attempt to preserve the benefits of the traditional meeting format, while also recognizing not all stockholders can attend in person, we suggest that our stockholders not able to attend in person consider availing themselves of the following opportunities: Questions for Management Stockholders are encouraged to submit questions for management without having to attend the Annual Meeting in person. To do so, questions may be submitted to [email protected] . Appropriate questions will be presented for management to respond to at the Annual Meeting. We retain discretion to reject questions that are improper, irrelevant, substantially similar to questions submitted by other stockholders, or are otherwise derogatory or not in good taste. Recording of Management Presentation and Q&A Session We plan to record the management presentation and question and answer portions of the Annual Meeting and make these recordings available on our website ( https://www.aaon.com ) promptly following the Annual Meeting. ‌Director Nominees Our Board of Directors is currently comprised of nine members. Our Bylaws divide the Board of Directors into three classes having staggered terms of three years each, with Classes III and I having terms expiring at the Annual Meeting of Stockholders in 2027 and 2028, respectively. On the recommendation of our Governance Committee, the Board of Directors has nominated Caron Lawhorn, Stephen LeClair and David Stewart, current members of the Class II Directors, whose terms expire at the 2026 Annual Meeting, for re-election to the Board. The persons named in the proxy will vote for the election of each of Ms. Lawhorn, Mr. LeClair and Mr. Stewart. Each of the above-named nominees has consented to be named in this Proxy Statement and to serve if elected. If any nominee becomes unavailable for any reason, the shares represented by the proxies will be voted for such other person, if any, as may be designated by the Board of Directors. However, the Board has no reason to believe that any nominee will be unavailable. After the Annual Meeting, assuming the stockholders elect the three nominees of the Board of Directors as set forth above, the Board of Directors of the Company will be: Director Age Start Expires Occupation Independent Norman H. Asbjornson 90 1988 2027 Retired, Founder of AAON No No Gary D. Fields 66 2015 2027 Special Advisor to the Board and former Chief Executive Officer of AAON Angela E. Kouplen 52 2016 2027 Senior Vice President and Chief Human Resources Officer, Yes ONE Gas, Inc. Caron A. Lawhorn 65 2019 2026 Retired, Senior Vice President and Chief Financial Officer, ONE Yes Gas, Inc. Stephen O. LeClair 57 2017 2026 Executive Chairman, Core & Main, Inc. Yes A.H. McElroy II 63 2007 2028 President and Chief Executive Officer, McElroy Manufacturing, Inc. Yes David R. Stewart 70 2021 2026 Chief Administrative Officer and Trustee of the Oklahoma Ordnance Works Authority Yes Matthew J. Tobolski 42 2025 2028 Chief Executive Officer, AAON No Bruce Ware 50 2021 2028 Chairman and CEO of One America Bancorp, Inc. Yes ‌Business Highlights Founded in 1988, AAON is a leader in HVAC solutions for commercial and industrial indoor environments. The company's industry-leading approach to designing and manufacturing highly configurable equipment to meet exact needs creates a premier ownership experience with greater efficiency, performance and long-term value. AAON is headquartered in Tulsa, Oklahoma, where its world-class innovation center and testing capabilities enable continuous advancement toward a cleaner and more sustainable future. 110.9% Increase in Backlog $30.0 M In Share Repurchases During 2025, our executive officers led our efforts to increase sales, executed our internal capital expenditure programs, and positioned the Company to capitalize on anticipated growth. Key accomplishments during 2025 include: Financial Performance The Company ended the year with a backlog of $1,828.5 million, up 110.9% compared to December 31, 2024. The increase is the result of the increased demand for our data center products. The Company's growing backlog and robust order activity demonstrate meaningful market share capture as customers prioritize high-performance, energy-efficient, and reliable infrastructure solutions. The overwhelming demand for BASX-branded products also helped drive net sales growth of 20.1% to $1,442.1 million for the year ended December 31, 2025. Expansion and Growth We had capital expenditures, including the acquisition of intangible assets, for the year ended December 31, 2025, of $204.9 million. These investments funded our expansions across multiple facilities to build capacity for future growth, primarily driven by demand for BASX-branded products, including the large investment in our Memphis, Tennessee, facility, which was purchased in December 2024. As returns on these investments begin to materialize, we expect operating cashflow to improve significantly, supported by higher earnings and improved working capital efficiency. Dividends and Stockholder Returns We are committed to returning value to our stockholders. We make quarterly dividend payments, with increases as needed. We want to reward long-term stockholders through share buybacks. When we have excess cash, we work to repurchase shares and decrease our share count. In 2025, we completed the repurchase of 0.4 million shares in the open market for $30.0 million at an average price of $80.81. ‌Compensation Highlights Compensation Philosophy Our Compensation Committee determines executive compensation based on a comprehensive review of quantitative and qualitative factors designed to reward the accomplishment of long-term sustainable business goals. Our executive compensation program is designed to attract, engage, motivate, reward and retain highly effective key executives who drive our success as industry leaders. Our pay-for-performance programs align our executive officers' long-term interests with those of our stockholders. Additional information can be found in the Compensation Discussion and Analysis beginning on page 30. Program Design The Compensation Committee references market data when determining all compensation elements and targets the median level of total compensation as an overall philosophy. Our compensation program provides a competitive total compensation opportunity by establishing a pay mix that balances short- and long-term performance specifically involving significant equity-based (at-risk) compensation. A significant portion of total compensation is linked to performance, which we believe creates long-term stockholder value and discourages unnecessary or excessive risk taking. Our performance-based annual incentive bonus program provides cash awards based on achievement of the Company's annual financial and operational goals, as well as individual performance of each Named Executive Officer ("NEO"). We encourage alignment of our NEOs' interests with those of our stockholders through long-term incentive awards, which are comprised of approximately 50.0% Performance Stock Units ("PSU"), 25.0% Stock Options and 25.0% Restricted Stock Awards ("RSA"). Our NEOs receive limited perquisites and no other personal benefits. Perquisites are limited to executive physicals for our NEOs, which aligns with our wellness initiatives and assist in mitigating risk. We have market-competitive stock ownership policies for our NEOs and our non-management directors, which provides them with a significant stake in our longterm success and aligns their interests with stockholder interests. Say-On-Pay Our say-on-pay vote in 2025 was 98.9% in agreement with the compensation program for our NEOs. While we aim to continuously improve our pay practices, we are pleased with the positive feedback from our stockholders and their strong historical endorsement of our executive compensation program, which is reflected in the average of 96.5% favorable votes over the past three years. In reviewing our compensation program during 2025, our Compensation Committee determined to continue applying the same principles as have been historically applied in determining the nature and amount of our executive compensation. ‌Corporate Responsibility Our Company is widely recognized as a leader in the design, manufacture, and sale of energy-efficient Heating, Ventilation and Air Conditioning (HVAC) products. Our product offerings include some of the most energy-efficient products in our industry. We have a proud history of challenging conventional wisdom and forging our own path through a never-ending commitment to innovation and continuous improvement of our products and manufacturing methodologies. These underlying principles guide our commitment to environmental stewardship, sustainability and social responsibility. We endeavor to utilize Company resources in a manner that creates long-term value for our stockholders while minimizing our impact on natural resources and the environment. We established a Sustainability Steering Committee led by Stephanie Regan, our Director of Corporate Citizenship, which includes representatives from most functional areas, including other members of our senior management team. The primary purpose of the Sustainability Steering Committee is to improve sustainability reporting and increase engagement in overall sustainability actions. The Committee regularly provides education opportunities, communications and recommendations to senior management and the Board. In 2025, we continued work toward the following goals: Reduce greenhouse gas emissions by 10% by year end 2025 from a 2020 baseline Increase paint materials recycling rate by 10% by year end 2025 from a 2020 baseline 80% of total equipment sales will be non-fossil fuel-consuming products by 2030 ‌Environmental Performance At AAON, it is our priority to do business in a socially responsible and ethical manner as we continuously improve our environmental stewardship. We are committed to reducing our greenhouse gas (GHG) emissions through operational efficiencies and project investments within our locations and surrounding communities that reduce carbon emissions. We understand that climate change is one of the most significant challenges facing humanity across the globe, affecting every aspect of our lives, and AAON aims to be part of the solution. This is not only necessary for the well-being of future generations but also drives innovation and creates opportunities for job creation and economic growth. Our approach to overall environmental long-term sustainability efforts includes the following: Operational Efficiency and Investments Research and Development Lead to Industry Innovation Identifying Risks to Business and Industry Industry Collaboration and Leadership Commitment to Sustaining Communities and Natural Resources AAON recognizes that investments in its facilities, employees, and governance in a clean, safe, and environmentally conscious manner are critical to long-term sustainability. Our research and development leads the charge in energy efficient innovations to meet increasing decarbonization demands and to help AAON customers meet their sustainability goals. AAON proactively works with internal and external stakeholders to identify and address risks that could affect our business and industry. This includes disclosing Sustainability performance and practices with third-parties. AAON emphasizes the importance of shared knowledge, resources, and solutions to industry toward best-practices and collective action from all stakeholders to positively impact the environment. AAON commits to protecting natural ecosystems through partnerships and investments in sustainability projects surrounding its local locations and worldwide. As AAON grows at a rapid pace, managing and improving our overall manufacturing operations for long-term sustainability is critical to our core business. For AAON and the HVAC industry, the most impactful factor on people and society is the HVAC equipment we manufacture. Commercial buildings comprise 16% of the total carbon emissions in the U.S., and approximately 40% of those emissions are related to building HVAC systems. AAON's 2025 Impact Report focuses on material topics with reference to the Global Reporting Initiative ("GRI") Standards, the Sustainability Accounting Standards Board ("SASB") standards, the UN Global Company, the Task Force on Climate-Related Financial Disclosures and the United Nations Sustainable Development Goals ("SDG") frameworks. The Company regularly evaluates and aligns its strategy and reports against the highest number of corporate responsibility topics for our business and stakeholders. This drives how we engage internally and externally, invest resources, and adapt our strategy on environmental, social, economic, and governance topics. We are a proud participant in The Sustainability Alliance Scor3card sustainability verification program and continuously work to improve our environmental and social impact. AAON works to not only maintain its Platinum-level Scor3Card rating, but by participating in the program, we continue our commitment to measure and improve performances. The Company received and has maintained a Platinum score since 2020. A Scor3card Platinum level requires completing more than 85% of eligible directives in the categories of: Communication, Community, Resilience, Energy, Healthy Work Environment, Material Management, Transportation, Water, Diversity and Inclusion. We are committed to environmental responsibility and continue to make progress toward reducing GHG emissions, increasing paint material recycling from our facilities and increasing the percentage of non-fossil fuel powered units we produce. Our approach toward emissions reduction and climate change includes product solutions for our customers and improvements to our own facilities. Approximately 36.0% of our energy portfolio is currently derived from renewable sources, and the Company's Scope 1 and 2 emissions (emissions that occur from sources that are controlled or owned by an organization and emissions associated with the purchase of electricity, steam, heat, or cooling) are being tracked. We have opted into an additional renewable energy at our Tulsa, Oklahoma; Memphis, Tennessee; and Redmond, Oregon, facilities in 2025, and continued to invest and partner on projects that reduce GHG emissions globally. Our Products We continue to develop and manufacture non-fossil fuel consuming units to provide the most sustainable commercial HVAC equipment in the market and announced the zero-degree cold air-source heat pump in 2022 as a critical solution that meets the increasing demand for building decarbonization in cold climates. Our AAON Alpha Class product line is leading the charge toward sustainable HVAC solutions, with more efficient technology that propels the decarbonization movement forward. AAON Alpha Class air-source heat pumps, available in capacities ranging from two to seventy tons, offer exceptional versatility and industry-leading features to meet the growing environmental and regulatory needs. The Company's premier HVAC solution is highly configurable and optimized for diverse environments. It features variable speed compressor technology, all-electric or dual-fuel options, Dedicated Outdoor Air System (DOAS) capability, energy recovery, and low global warming potential refrigerant. The AAON Alpha Class is engineered for higher efficiency and lower emissions, utilizing the same double-wall rigid polyurethane foam-injected panel construction that AAON is known for, which helps retain useful heating and cooling energy within the building. With its first-of-its-kind omni-climate performance, the AAON Alpha Class offers the innovation that our future demands. Our Facilities At our Tulsa, Oklahoma, location, we have the Exploration Center and Norman Asbjornson Innovation Center (NAIC). The Exploration Center opened in 2023 and is a 28,000-square-foot facility located adjacent to the NAIC. The Exploration Center is a Net-zero facility using advanced building systems, including photovoltaic (solar) electricity generation, geothermal fields and AAON high-efficiency heat pumps, while providing a world-class experience for stakeholders. AAON achieved a milestone achievement in its sustainability journey by activating 432 solar panels on the roof of the Exploration Center and NAIC. These panels generate about 240 kW of solar energy, contributing to being one of the most sustainable, energy-efficient buildings in Tulsa. As part of its design, the infrastructure can support up to 800+ kW of solar generation, one of the largest in Oklahoma. In the area of energy efficiency and conservation, our Tulsa, Oklahoma, and Longview, Texas, facilities have transitioned to over 98.0% LED lighting, leading to considerable cost savings and reduced energy consumption. Our Redmond, Oregon, facility is installing LED lights into any new fixtures and working toward retrofitting old fixtures to LED. We participate in an energy demand response program through the public utility provider to reduce demand during peak hours. Energy efficiency has been a priority not only in product development, but also in overall capital investments, which include the acquisition of new, energy-efficient equipment for the production floor, new high-speed overhead facility doors, the installation of new HVAC equipment, building control systems, the application of heat and light reflective material to production facilities, along with other behavioral-based energy efficiency changes. We are tracking our energy usage intensity before and after these updates. In the area of material management, we focus on recycling, reducing, reusing and sourcing more environmentally friendly materials into our processes. At our Tulsa, Oklahoma, and Longview, Texas, facilities, we recycled over 17,328 tons and 15,715 tons of metal in 2025 and 2024, respectively. Also, through our partnership with a waste-to-energy facility, we successfully diverted over 3,960 tons and 3,020 tons of waste from landfills in 2025 and 2024, respectively. The Company has identified paint recycling partners at both the Tulsa, Oklahoma, and Longview, Texas, facilities. We also recycle paper, wood, and cardboard where available. We continue to innovate ways to reduce and reuse shipping packaging between facilities and identify new opportunities to reduce or reuse items in our production and administrative areas. ‌Community Investment We strive to add value and support to the communities in which our employees live and work through financial contributions, employee volunteerism, and donations. AAON is dedicated to corporate social responsibility to create a meaningful impact centered around the communities in which we operate. We recognize that our success is interwoven with the vitality of communities as we apply our assets, resources, and capabilities to contribute to their resiliency and prosperity. Our community priorities are workforce readiness, strong families and communities, and environmental stewardship. We strengthen the communities in which we operate in the following ways: AAON has a Matching Gift Program to further support team members' donations to nonprofits of their choice. As part of our AAON Serves program, employees receive 24 paid volunteer hours. AAON actively supports education and workforce readiness programs. Our locations host and engage students and educators through internships, educational presentations and facility tours, Manufacturing Month events, and community programs. AAON recognizes the importance of Science, Technology, Engineering and Mathematics (STEM) education within our industry. AAON hosts an annual STEM education camp for children of employees at our Tulsa headquarters. AAON team members are actively involved and participate in numerous STEM-related community events across all locations. AAON has a nonprofit board placement program to connect team members to serve area nonprofits at each location. In 2025, we contributed approximately $1.5 million to nonprofit organizations and our employees volunteered more than 5,650 hours in our communities. ‌Human Capital Management We endeavor to attract, employ and retain a well-rounded, diverse team of individuals. Additionally, we place priorities on developing and maintaining an inclusive and safe workplace, and strive to emphasize and support opportunities for our team members to engage in professional and personal development. The Learning and Development team has launched four distinct leadership programs, each targeting a specific leadership level. These programs have been tailored for our organization. They combine both internal and external subject matter experts who bring high quality, research-based offerings to prepare our leaders for current and future challenges. We are committed to creating an inclusive environment with defined career pathways, beginning with our entry-level careers and extending to our leadership roles. Developing our current and future leaders is critical to building and leading high-performing teams that promote AAON's values and culture. AAON is committed to listening to the needs of our workforce and taking steps toward improved communication and culture across all locations. We perform annual engagement surveys to measure team member engagement year-over-year in order to improve employee experiences and engagement levels. In 2025, we had a 47% response rate to our employee engagement survey. Benchmarking and tracking our progress helps us foster a culture committed to continuous improvement and enhancement of our culture, environment and overall employee experience. This serves as an effective means by which our leadership can receive and provide insight into leadership development and training initiatives. In addition, our engagement survey builds trust and transparency and addresses overall well-being, including the mental and physical well-being of our team members. Our focus is to increase engagement, improve satisfaction and retention, and create a positive and productive work environment. Together we must cultivate a place where people are heard and feel valued to continue our great success and achieve more history-making milestones. ‌Inclusion and Diversity An inclusive workplace is integral to our business strategy and critical to our continued success in developing a skilled workforce. We commit to hiring, retaining, and developing a diverse workforce while advancing a culture of inclusion. We uphold our core values by recognizing and respecting each team member for their ideas, experiences, and talents. All of this drives AAON's innovation, productivity, and team member engagement. Ethnic Diversity Gender Diversity 54% 30% White 28% Male 70% Female 30% Minority Ethnicity and Race 54% Not Disclosed 18% AAON team members are encouraged to engage in professional and personal development with our Affinity Groups, Employee Resource Groups (ERGs), advanced courses, and mentorship. Affinity Groups and ERGs are voluntary and open to all employees. Our Affinity Groups and ERGs and their missions are as follows: AAON V.E.T.S. The mission of AAON V.E.T.S. and AAON Warriors is to unify the core values, beliefs, and understanding of active, reserve, National Guard, veterans, and military family members with our AAON business culture. AAON Wellness We are committed to providing comprehensive wellness programs and resources to enhance our health, happiness, and productivity, fostering a brighter, healthier future for all. Our vision at AAON is to create a workplace where every employee prioritizes their well-being, leading to personal and professional growth. We aim to set industry standards for fostering physical, mental, financial, and emotional wellness while contributing to our company's long-term success and positively impacting our team members. Women's Alliance Resource Program Our Women's Alliance Resource Program promotes a supportive, encouraging, and inclusive environment in which to provide professional and personal development opportunities. The group aims to promote the advancement of women in the workplace, connect to overall company strategy, and provide mentorship opportunities. Go Green AAON's "Go Green" team promotes environmental awareness within our facilities and surrounding communities while actively participating in preserving the earth's natural resources in a sustainable and eco-friendly manner. The three P's (people, profit, and planet) are considered as projects develop. AAON Thrive AAON Thrive aims to provide an internal support network for team members experiencing challenges, which may include navigating grief or their recovery path. ‌Governance of the Company ‌Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer and principal accounting officer or persons performing similar functions, as well as our other employees and directors. Our Code of Business Conduct and Ethics can be found on our website at https://www.aaon.com and is also available from our corporate secretary upon request. ‌Director Independence The Board has adopted director independence standards that meet and/or exceed listing standards set by NASDAQ. NASDAQ has set forth six applicable tests and requires that a director who fails any of the tests be deemed not independent. The Board has affirmatively determined that Ms. Kouplen, Ms. Lawhorn and Messrs. LeClair, McElroy, Stewart and Ware are independent under the Company's guidelines and independence standards of NASDAQ and the SEC. Messrs. Asbjornson, Fields and Tobolski do not qualify as independent under the standards set forth below. Our director independence standards are as follows: It is the policy of the Board that a majority of the members of the Board consist of directors independent of AAON and our management. For a director to be deemed "independent," the Board must affirmatively determine that (apart from his or her status as a director) the director has no material relationship with AAON or its affiliates or any member of the senior management of AAON or his or her affiliates. In making this determination, the Board applies, at a minimum and in addition to any other standards for independence established under applicable statutes and regulations as outlined by the NASDAQ listing standards, the following standards, which it may amend or supplement from time to time: A director who is, or has been within the last three years, one of our employees, or whose immediate family member is, or has been within the last three years a Named Executive Officer, cannot be deemed independent. Employment as an interim Chair or Chief Executive Officer will not disqualify a director from being considered independent following that employment. A director who has received, or who has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from us, other than director and committee fees and benefits under a tax-qualified retirement plan, or non-discretionary compensation for prior service (provided such compensation is not contingent in any way on continued service), cannot be deemed independent. Compensation received by a director for former service as an interim Chair or Chief Executive Officer and compensation received by an immediate family member for service as a non-executive employee will not be considered in determining independence under this test. A director who (A) is, or whose immediate family member is, a current partner of a firm that is our external auditor; (B) is a current employee of such a firm; or (C) was, or whose immediate family member was, within the last three years (but is no longer) a partner or employee of such a firm and personally worked on our audit within that time cannot be deemed independent. A director who is, or whose immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present Named Executive Officers at the time serves or has served on that company's compensation committee cannot be deemed independent. A director who is a current employee or general partner, or whose immediate family member is a current executive officer or general partner, of an entity that has made payments to, or received payments from us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $200,000 or 5% of such other entity's consolidated gross revenues, other than payments arising solely from investments in AAON's securities or payments under non-discretionary charitable contribution matching programs, cannot be deemed independent. For purposes of the independence standards set forth above, the terms: "Affiliate" means any consolidated subsidiary of AAON and any other company or entity that controls, is controlled by or is under common control with AAON; "Executive officer" means an "officer" within the meaning of Rule 16a-1(f) under the Exchange Act, as amended; and "Immediate family" means spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone (other than employees) sharing a person's home, but excluding any person who is no longer an immediate family member as a result of legal separation or divorce, death or incapacitation. In addition to the director independence standards set forth above, the Board also requires the Chairs and all other committee members to satisfy the heightened independence standards set forth under applicable NASDAQ and SEC rules for committee memberships. In connection with its assessment of the independence of the directors, as set forth above, the Board also determined that our Audit Committee Chair and all other Audit Committee members meet the additional independence standards of NASDAQ and the SEC applicable to members of the Audit Committee. The Board undertakes an annual review of the independence of all non-employee directors. In advance of the meeting at which this review occurs, each non-employee director is asked to provide the Board with full information regarding the director's business and other relationships with us and our affiliates and with senior management and their affiliates to enable the Board to evaluate the director's independence. Directors have an affirmative obligation to inform the Board of any material changes in their circumstances or relationships that may impact their designation by the Board as "independent". This obligation includes all business relationships between, on the one hand, directors or members of their immediate family, and, on the other hand, AAON and our affiliates or members of senior management and their affiliates, whether or not such business relationships are subject to any other approval requirements by us. ‌Policy Against Hedging or Pledging Stock Our Insider Trading Policy prohibits our directors, officers and other employees, and their designees, from engaging in short sales or from hedging transactions of any nature that are designed to hedge or offset a decrease in market value of such person's ownership of the Company's equity securities. Our Insider Trading Policy also prohibits our directors, officers and other employees, and their designees, from purchasing financial instruments or engaging in other problematic transactions involving the Company's equity securities, including puts, calls, collars, forward contracts or other derivative securities concerning the Company's equity securities. We prohibit such conduct since purchasing such financial instruments or engaging in such transactions would result in the individual no longer being exposed to the full risks of ownership of the Company's equity securities, which may weaken the alignment of such individual with the objectives of the Company's stockholders. Additionally, our directors, officers and other employees may not pledge or hold their Company equity securities in a margin account. ‌Board Leadership Structure During 2025, our Board was led by A.H. "Chip" McElroy II, who was both the Independent Chair of the Board and Chair of the Governance Committee, and Caron A. Lawhorn, who was both our Independent Vice-Chair of the Board and Chair of the Audit Committee. In addition, our Compensation Committee is also led by an independent director, Angela E. Kouplen. The business of AAON is managed under the direction of our Board. In accordance with our Bylaws, we have an Independent Chair of the Board, who presides at all meetings of the Board and stockholders. Our Board has also chosen to elect an Independent Vice Chair of the Board to perform the duties and responsibilities as the Board may determine. The Board has determined that our current Board structure, having the Independent Chair of the Board serve as the presiding officer at all Board and stockholder meetings, and having an Independent Vice Chair, is currently the most appropriate leadership structure for the Company and its stockholders. This fosters clear accountability, effective decision-making, alignment with corporate strategy, direct oversight of management, full engagement of the remaining directors, and continuity of leadership. Having an Independent Chair and Independent Vice Chair demonstrates the Board's recognition of the importance of independent leadership and identifies the individuals, elected by and from the independent directors, selected to act as the leaders of the independent directors and help ensure appropriate discussions take place, in an open and forthright manner, at the Board level. The Board considers and reviews its leadership structure annually by the independent directors in connection with its self-evaluation process. The Board believes its current leadership structure is reasonable, appropriate and in the best interests of the Company and its stockholders. ‌Succession Planning A key responsibility of the CEO and the Board is ensuring that an effective process is in place to provide continuity of leadership over the long term at all levels in our Company. Each year, succession-planning reviews are held at every significant organizational level of the Company, culminating in a full review of senior leadership talent by our independent directors. During this review, the CEO, the Chair of the Board and the independent directors discuss future candidates for senior leadership positions, including all NEOs, succession timing for those positions, and development plans for the highest-potential candidates. This process ensures continuity of leadership over the long term, and it forms the basis on which our Company makes ongoing leadership assignments. It is a key success factor in managing the long-term planning and investment lead times of our business. ‌Our Board and Corporate Strategy Our Board is actively involved in overseeing, reviewing and guiding our corporate strategy. Our Board formally reviews our Company's business strategy, including the risks and opportunities facing our Company and its business, at an annual strategic planning session. Our Board regularly discusses corporate strategy throughout the year with management formally, as well as informally, and during executive session of the Board as appropriate. As discussed in the "Risk Oversight" section below, our Board views risk management and oversight as an integral part of our strategic planning process, including mapping key risks to our corporate strategy and seeking to manage and mitigate risk. Our Board also views its own composition as a critical component to effective strategic oversight. Accordingly, our Board and relevant Board committees consider our business strategy and the Company's regulatory, geographic and market environments when assessing board composition, director succession, executive compensation, and other matters of importance. ‌Stockholder Engagement Our Board of Directors and management team are committed to a comprehensive investor relations program. We believe regular engagement with current and prospective stockholders to better understand their perspectives is integral to effective corporate governance. The feedback we receive also helps align our strategy with stockholder expectations. To achieve the maximum output from our outreach program, we utilize various methods, including targeting, surveillance, investor perception studies, investor conferences, investor day events, videoconferences and teleconferences. Our engagement program regularly includes our CEO, COO, CFO and other members of our executive leadership team. Who We Engage Institutional Investors Sell-Side Analysts Proxy Advisory Firms Retail Stockholders Pension Funds ESG Raters How We Engaged In 2025 In 2025, members of our executive management team participated in seven investor conferences, over 300 investor conference calls, and various onsite meetings, amounting to approximately 360 investor engagements. Through these outreach efforts, our executive management interacted with 95% of our top 20 institutional active investors and over 60% of AAON's total institutional active investors. We also hosted an Investor Day event in June at the Nasdaq MarketSite in New York, New York. The event featured a three-hour presentation delivered by our executive management team, followed by an extensive question-and-answer session. In attendance were more than 70 investors in person and an additional 100-plus participants who joined via webcast. Other ways of engagement in 2025 included quarterly earnings conference calls in which our executive management team responds to analysts' questions pertaining to recent results and the outlook to the business. On the Investor Relations page of our company website, we regularly provide additional information in the form of Investor Relations presentations, earnings releases and accompanying presentations, annual reports, annual Sustainability reports, as well as other financial and operational information. In 2025, we also engaged Rivel, Inc. to conduct an Investor Perception Study to gain feedback from current stockholders, prospective investors and sell-side analysts on what management and the Board can do differently to help create value. Topics discussed included growth strategies, product innovation, pricing strategy, regulations, sustainability, sales channel, marketing investments, strategic M&A, data center market fundamentals, and capital projects and capacity. Integrating Feedback The Board and management are receptive to feedback that results from our engagement with investors and integrate it into their discussions and decision-making, as appropriate. Our dialogue in recent years has led to, among other things, reinforcement and refinement of certain strategies; improved qualitative and quantitative guidance to assist investors in better understanding management's near-term and long-term financial outlook; major enhancements in our reporting, as demonstrated in our last five annual Sustainability / Impact reports; and improvements to our capital distribution approach. ‌Risk Oversight The Board has ultimate responsibility for oversight of our risk management processes. The Board discharges this oversight responsibility through regular reports received from, and discussions with, senior management on areas of material risk exposure to the Company. These reports and Board discussions include, among other things, operational, financial, legal, regulatory, and strategic risks. Additionally, our risk management processes are intended to identify, manage, and control risks so that they are appropriate considering our size, operations, and business objectives. The full Board (or the appropriate committee in the case of risks in areas for which responsibility has been delegated to a particular committee) engages with the appropriate members of senior management to enable its members to understand and provide input to and oversight of our risk identification, risk management and risk mitigation strategies. In addition, each of our Board committees considers the risks within its areas of responsibility. For example, the Audit Committee reviews risks related to financial reporting; discusses material violations, if any, of Company governance, ethics and compliance policies brought to its attention; considers the Company's risk assessment that is part of the Company's strategic planning, which identifies control risks and drives the internal audit plan for the ensuing year; reviews the external audit plan; and considers the impact of risk on our financial position and the adequacy of our risk-related internal controls. The Compensation Committee reviews compensation and human resource risks. This enables the Board to coordinate risk oversight, particularly with respect to interrelated or cumulative risks that may involve multiple areas for which more than one committee has responsibility. The Board or applicable committee also has authority to engage external advisors as necessary. Actions taken by the Board outside of Board meetings are consented to in writing by a memorandum of action in lieu of a meeting, to which all incumbent directors subscribe. Directors meet their responsibilities not only by attending Board and committee meetings but also through communication with members of management on matters affecting us. ‌Board Committee Structure Currently, the Board has a standing Audit Committee, Compensation Committee, and Governance Committee to assist the Board in carrying out its functions. The Board has determined that each of the Chairs, as well as all committee members, are independent under applicable NASDAQ and SEC rules for committee memberships. The members of the committees are shown in the table below, followed by a brief description of each committee. Director Board Audit Committee Compensation Committee Governance Committee Angela E. Kouplen Member Member Chair - Caron A. Lawhorn Vice-Chair Chair - Member Stephen O. LeClair Member Member - Member A.H. McElroy II Chair - Member Chair David R. Stewart Member Member - Member Bruce Ware Member Member Member - Number of Meetings in 2025 8 4 15 5 Member Participation >75% >75% >75% >75% Our Board has adopted written charters for each of its Audit, Compensation, and Governance Committees. Copies of the charters of each of these committees are available on, and may be printed from, our website at https://www.aaon.com . Copies are also available from our corporate secretary upon request. ‌Audit Committee The Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and financial reporting practices. Among other things, the Audit Committee is responsible for: selecting and retaining our independent public accountants; preapproving the engagement of the independent accountants for all audit and audit-related services and permissible, non-audit-related services; reviewing in advance the scope and focus of the annual audit; and reviewing and discussing with management and the auditors our financial reports, the audited financial statements, the auditor's report, the management letter, and the quality and adequacy of our internal controls. In addition, the Audit Committee is responsible for oversight and review of the activities of the Company's internal audit function. The Board has determined that the Chair and the other Audit Committee members are independent under applicable NASDAQ and SEC rules for Audit Committee memberships. The Audit Committee is governed by a written charter, a copy of which is available on our website, at https://www.aaon.com . The Board has determined that Ms. Lawhorn qualifies as an "audit committee financial expert" as defined by applicable SEC rules and that each member of the Audit Committee meets the additional criteria for independence of audit committee members set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 5605(c) of the NASDAQ Stock Market Listing Standards. ‌Compensation Committee The responsibilities of the Compensation Committee, as set forth in its charter, include the direct responsibility and authority to review and approve our goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, to evaluate the performance of such officers in accordance with the policies and principles established by the Compensation Committee, and to determine and approve, either as a Committee, or (as directed by the Board) with the other "independent" Board members (as defined by the NASDAQ listing standards), the compensation level of the Chief Executive Officer and the other executive officers. The Compensation Committee is composed of the three independent (non-employee) directors, named in the table above, each of whom is "independent" as defined by applicable NASDAQ and SEC rules for committee memberships. The Compensation Committee is governed by a written charter, a copy of which is available on our website, at https://www.aaon.com . In accordance with its charter, our Compensation Committee has the sole authority to retain and terminate its compensation consultant and to review its compensation consultant's independence on an annual basis. ‌Governance Committee The responsibilities of the Governance Committee include proposing to the Board a slate of nominees for election by the stockholders at the Annual Meeting and maintaining a list of prospective director candidates in the event of the resignation, death, removal, or retirement of directors or a change in the Board composition requirements. The Committee is also charged with reviewing with the Board the desired experience, mix of skills, and other qualities to assure appropriate Board composition. The Board has determined that the Chair and all Governance Committee members are independent under applicable NASDAQ and SEC rules for committee memberships. The responsibilities of the Governance Committee also include the periodic reviews and monitoring of the Company's corporate governance guidelines (including the Company's Code of Conduct), recent developments in corporate governance concepts, the Company's plans for CEO and senior management succession, regulatory requirements relevant to the Company's corporate governance guidelines to assure the Company's compliance therewith, and the Company's Articles of Incorporation and Bylaws. The Board has determined that the Chair and all Governance Committee members are independent under applicable NASDAQ and SEC rules for committee memberships. ‌Director Nominations Our Bylaws also provide that a stockholder may nominate a director for election at an annual meeting if written notice is given to us not less than 90 and not more than 120 days in advance of the anniversary date of the immediately preceding annual meeting. If and when new vacancies occur in the future, the Board will consider director nominees recommended by stockholders, in accordance with our Bylaws. The Board does not have a formal policy regarding the consideration of, procedures to be followed by, minimum qualifications of, or process for identifying or evaluating nominees recommended by stockholders. Among the criteria developed by the Governance Committee for qualification for director nominees as well as director retention, a candidate must have demonstrated accomplishment in his or her chosen field, character and personal integrity, and the ability to devote sufficient time to carry out the duties of a director. The Governance Committee considers whether the candidate is independent under the standards described below under "Director Independence." In addition, the Governance Committee considers all information relevant in their business judgment to the decision of whether to nominate a particular candidate, taking into account the then-current composition of the Board and assessment of the Board's collective requirements. These factors may include: a candidate's age, professional and educational background, reputation, industry knowledge and business experience and relevance to the Company and the Board (including the candidate's understanding of markets, technologies, financial matters and international operations); whether the candidate will complement or contribute to the mix of talents, skills and other characteristics that are needed to maintain the Board's effectiveness; and the candidate's ability to fulfill responsibilities as a director and as a member of one or more of our standing Board committees. Although the Board does not have a formal diversity policy for Board membership, the Governance Committee considers whether a director nominee contributes or will contribute to the Board in a way that can enhance the perspective and experience of the Board through diversity in gender, ethnicity, geography and professional experience. Nomination of a candidate is not based solely on the factors noted above. When current Board members are considered for nomination for re-election, the Governance Committee also takes into consideration their prior Board contributions, performance, and meeting attendance records. The Governance Committee does not assign specific weights to particular criteria, and no particular criterion is a prerequisite for Board membership. We believe that the backgrounds and qualifications of our directors, considered as a group, provide an appropriate mix of experience, knowledge, and abilities to allow the Board to fulfill its responsibilities. The effectiveness of the Board's skills, expertise, and background is also considered as part of each Board and committee's annual self-assessment evaluation process conducted at the direction of the Governance Committee. ‌Director Compensation As outlined in its charter, the Compensation Committee has the authority to review and make recommendations to the Board with respect to the components and amount of Board compensation in relation to other similarly situated companies. Periodically, the Committee directs its compensation consultant to provide an independent assessment of the Company's Board compensation program. An assessment was provided by our compensation consultant in July 2024. The Committee targets total Board compensation levels at a competitive range of peer group median total Board compensation. The Committee considers total aggregate Board compensation and other factors when making recommendations to the Board for approval. During 2025, our fees for non-employee directors were as follows, with all amounts paid on a quarterly basis: Director Annual Retainer ($) Independent Chair / Vice Chair ($) Chair Fee (1) ($) Audit ($) Compensation ($) Governance ($) Total ($) Norman H. Asbjornson $68,750 $- $- $- $- $- $68,750 Angela E. Kouplen $68,750 $- $16,000 $10,000 $- $- $94,750 Caron A. Lawhorn $68,750 $50,000 $20,000 $- $- $9,000 $147,750 Stephen O. LeClair $68,750 $- $- $10,000 $- $9,000 $87,750 A.H. McElroy II $68,750 $83,250 $16,000 $- $9,000 $- $177,000 David R. Stewart $68,750 $- $- $10,000 $- $9,000 $87,750 Bruce Ware $68,750 $- $- $10,000 $9,000 $- $87,750 (1) The Chairs of the Compensation Committee and Governance Committee each receive a $16,000 premium for their services. Additionally, the Chairperson of the Audit Committee receives a $20,000 premium. Under the current director compensation plan, the annual retainer is inclusive of meetings. We make annual grants of restricted stock awards to non-employee directors in May in conjunction with our annual meeting. In May 2025, each of Ms. Kouplen, Ms. Lawhorn and Messrs. Asbjornson, LeClair, McElroy, Stewart, and Ware received restricted stock awards for 1,534 shares of stock, which vest ratably over each member's remaining board term. In addition, directors are subject to equity ownership and retention guidelines, as outlined below in "Stock Ownership and Retention Policy" section. The following summarizes our non-employee director compensation for 2025: Director Fees Earned or Paid in Cash ($) Restricted Stock Awards (1) ($) Stock Options ($) All Other Comp. ($) Total ($) Norman H. Asbjornson $68,750 $161,354 Angela E. Kouplen $94,750 $161,354 Caron A. Lawhorn $147,750 $161,929 Stephen O. LeClair $87,750 $161,929 A.H. McElroy II $177,000 $160,801 David R. Stewart $87,750 $161,929 Bruce Ware $87,750 $160,800 (3) $- (3) $- $230,104 $- $- $256,104 $- $- $309,679 $- $- $249,679 $- $- $337,801 $- $- $249,679 $- $- $248,550 (2) (2) (2) (2) (2) (2) (1) The values reflect grant date fair value of awards ranging from $104.82 to $105.56 per share granted on May 13, 2025. See also, the discussion of assumptions made in valuing these awards in the notes to the Company's financial statements. (2) As of December 31, 2025, 2,390; 2,766; 2,766; 1,534; 2,766 and 1,534 unvested shares associated with restricted stock awards were outstanding for Ms. Kouplen, Ms. Lawhorn, Mr. LeClair, Mr. McElroy, Mr. Stewart and Mr. Ware, respectively. Non-qualified options have not been granted during his or her term as a Board member. (3) As of December 31, 2025, 2,390 unvested shares associated with restricted stock awards and 647,104 vested and exercisable non-qualified stock options were outstanding for Mr. Asbjornson. ‌Compensation Committee's Interlocks and Insider Participation No member of the Compensation Committee is or has been a former or current NEO of AAON or had any relationships requiring disclosure by us under the SEC's rules requiring disclosure of certain relationships and related-party transactions. None of our NEOs identified herein served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity. ‌Executive Sessions Our Board and Board committees regularly conduct executive sessions with independent directors. Our Independent Chair and Vice Chair preside over each executive session of the independent directors, and the committee chairs preside over executive sessions of each of their respective committees. ‌Communicating with the Board Stockholders may communicate with the Board, including the non-management directors, by sending a letter to the Board of Directors of AAON, Inc., c/o Corporate Secretary, 2425 South Yukon Avenue, Tulsa, Oklahoma 74107. The Corporate Secretary has the authority to disregard any inappropriate communications. If deemed an appropriate communication, the Corporate Secretary will submit the correspondence to the Board or to any specific director to whom the correspondence is directed. ‌Whistleblower Procedures The Audit Committee has established procedures for the submission of complaints regarding accounting, internal accounting controls, audit, and other matters. These procedures include processes for the confidential and anonymous submission of concerns of any such matters by our employees. Our Code of Business Conduct and Ethics prohibits retaliation against employees who report suspected violations of the Code of Business Conduct and Ethics or other misconduct. ‌Proposal No. 1 - Election of Directors ‌Election by Majority Vote On the recommendation of our Governance Committee, the Board of Directors has nominated Caron A. Lawhorn, Stephen O. LeClair and David R. Stewart, current members of the Class II Directors, whose terms expire at the 2026 Annual Meeting, for re-election to the Board. The persons named in the proxy will vote for the election of each of Ms. Lawhorn, Mr. LeClair and Mr. Stewart. Each of the above named nominees have consented to being named in this Proxy Statement and to serve if elected. The Bylaws provide that a stockholder may nominate a director for election at an annual meeting if written notice is given to us not less than 90 and not more than 120 days in advance of the anniversary date of the immediately preceding annual meeting. If any nominee becomes unavailable for any reason, the shares represented by the proxies will be voted for such other person, if any, as may be designated by the Board of Directors. However, management has no reason to believe that any nominee will be unavailable. Vote Required A nominee for director will be elected if a majority of the votes cast are in favor such nominee's election. Accordingly, abstentions and broker non-votes will have no effect on the outcome of the vote on the director nominees. Recommendation of the Board: The Board unanimously recommends that stockholders vote FOR the election of directors Lawhorn, LeClair and Stewart. ‌Board Diversity Our directors have a diverse mix of backgrounds, qualifications, skills, and experiences we believe contribute to a well-rounded Board that is positioned to effectively oversee our strategy. We have a balance of new and tenured directors, reflecting our commitment to proactive Board refreshment. Assuming the re-election of the three Class II directors to the Board, the average age of our directors will be 62 years; the average tenure will be 12 years; six of our nine directors or 67% are independent; and 44% of our directors are diverse. rman H. bjornson ry D. Fields gela E. uplen ron A. whorn phen O. Clair H. McElroy II tthew bolski vid R. wart uce Ware Board Diversity Matrix Skills, Attributes, and Experience No As Ga An Ko Ca La Ste Le A. Ma To Da Ste Br Accounting and Financial Expertise ⚫ ⚫ ⚫ ⚫ ⚫ Acquisitions and Divestitures ⚫ ⚫ ⚫ ⚫ ⚫ Banking ⚫ ⚫ Compliance ⚫ ⚫ Corporate Development ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ Corporate Governance ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ Engineering Management ⚫ ⚫ ⚫ ⚫ Executive Compensation ⚫ ⚫ ⚫ ⚫ Executive Management ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ Financial and Operational Analysis ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ Human Resources ⚫ ⚫ Industry Knowledge ⚫ ⚫ ⚫ Information Technology ⚫ ⚫ ⚫ Operations ⚫ ⚫ ⚫ ⚫ ⚫ Operational Technology ⚫ ⚫ Public Accounting ⚫ ⚫ Regulatory Compliance ⚫ Risk Management and Oversight ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ Sales Channel ⚫ ⚫ ⚫ Strategic and Financial Planning ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ Demographic Background Board Tenure (years) 38 11 10 7 9 19 1 5 5 Age (years) 90 66 52 65 57 63 42 70 50 Gender (male/female) M M F F M M M M M Race/Ethnicity African American or Black ⚫ Alaskan Native or American Indian ⚫ Caucasian/White ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ‌Board Qualifications Set forth below is a description of the background of each of our continuing directors, and nominees for director (* indicates nominees for director). The term of office of each officer ends on the date of the Annual Meeting, subject to extension upon re-election. Norman H. Asbjornson Norman H. Asbjornson served as Chief Executive Officer of AAON since its inception until May 2020, when he transitioned to the position of Executive Chairman. He retired as Executive Chairman in May 2022. Mr. Asbjornson also served as President of AAON from its inception until November 2016, when the Board of Directors appointed Mr. Gary D. Fields as President. Additionally, Mr. Asbjornson served as the Executive Chairman of the Board of AAON-Oklahoma and Chairman of AAON Coil Products, Inc., both our wholly-owned subsidiaries, until his retirement in May 2022. He has served as a director of AAON since its inception, and currently serves in the class of directors whose terms will expire at the 2027 Annual Meeting. Gary D. Fields Gary D. Fields served as President of AAON from November 2016 until January 1, 2024, and served as Chief Executive Officer from May 2020 until May 2025. He was elected as a director of AAON in 2015, and currently serves in the class of directors whose terms will expire at the 2027 Annual Meeting. Mr. Fields has been involved in the HVAC industry for more than 35 years. From 1983 to 2012, Mr. Fields was an HVAC equipment sales representative at (and, from 2002 to 2012, a member of the ownership group of) Texas AirSystems, the largest independent HVAC equipment and solutions provider in the state of Texas, with locations in Dallas, Fort Worth, Houston, Austin, and San Antonio. Mr. Fields has been significantly involved with the Fort Worth, Texas, Chapter of ASHRAE (the American Society of Heating, Refrigerating and Air-Conditioning Engineers), having served as Chairman of various ASHRAE committees and ultimately serving as President of the Society. Mr. Fields is currently an owner and President of GKR Partners LTD, an HVAC business development consulting firm, which provided business development advice and consultation to the Company and its sales representatives from 2013 to 2016. Angela E. Kouplen Angela E. Kouplen was elected for an initial two-year term as a director of AAON in 2016, and currently serves in the class of directors whose terms will expire at the 2027 Annual Meeting of stockholders. She serves as Chair of our Compensation Committee and a member of our Audit Committee. Ms. Kouplen has over 25 years of experience at multiple energy companies, with an emphasis on information technology (IT), contract management, sourcing/vendor relations, human resource manager, strategy and governance. Ms. Kouplen currently serves as the Senior Vice President and Chief Human Resources Officer of ONE Gas, Inc. (NYSE: OGS), where she has oversight for the company's human resources functions, executive compensation, inclusion and diversity, and aviation. Prior to joining ONE Gas in 2023, she served as the Vice President of Administration and Chief Information Officer at the University of Tulsa from August 2021 to August 2023. Ms. Kouplen also held several executive positions at WPX Energy, a Tulsa-based stand-alone publicly traded energy company previously part of the Williams Companies, from 2012 to 2021, including the role of Senior Vice President and Chief Information Officer responsible for human resources, executive compensation, information technology, and real estate. From 2007 to 2010, Ms. Kouplen served in leadership roles at the Williams Companies (NYSE: WMB) in sourcing and information technology. She also worked at CITGO Petroleum, a petroleum refining, marketing and transportation company in various information technology positions from 1997 to 2007. Ms. Kouplen holds a bachelor's degree in Management from Oklahoma State University and an M.B.A. from the University of Tulsa. Caron A. Lawhorn *Caron A. Lawhorn was elected as a director of AAON in January 2019, and currently serves in the class of directors whose terms will expire at the 2026 Annual Meeting. She serves as Chair of our Audit Committee and a member of our Governance Committee. Additionally, the Board elected Ms. Lawhorn as Independent Vice Chair of the Board at the 2022 Annual Meeting. Ms. Lawhorn has over 35 years of experience in various accounting, finance, operational, commercial and executive positions. Ms. Lawhorn retired from her most recent role as Senior Vice President and Chief Financial Officer of ONE Gas, Inc. (a position she held from March 1, 2019 to December 31, 2023), and in such role was responsible for finance, accounting, treasury, investor relations, and ESG reporting. Prior to that, she served as Senior Vice President, Commercial, a position she held from ONE Gas's separation from ONEOK, Inc. in January 2014. Prior to ONE Gas's separation from ONEOK, Ms. Lawhorn served in a variety of senior executive roles at ONEOK, including finance, accounting, treasury, operations and corporate development. Ms. Lawhorn joined ONEOK in 1998, after serving as a Senior Manager at KPMG and Chief Financial Officer of Emergency Medical Services Authority in Tulsa. She holds a bachelor's of science degree in Business Administration from the University of Tulsa and is a certified public accountant. Stephen O. LeClair *Stephen O. ("Steve") LeClair was elected as a director of AAON in 2017 and currently serves in the class of directors whose terms will expire at the 2026 Annual Meeting. He is a member of our Audit Committee and Governance Committee. Mr. LeClair has over 25 years of experience in various executive, manufacturing, finance, sales and operational positions. Having previously served as Chief Executive Officer of Core & Main, Inc. (NYSE: CNM) from August 2017 through March 2025, Mr. LeClair currently serves as the Executive Chairman of Core & Main, where he is responsible for leading the board of directors of the nation's largest distributor of water, sewer, storm, and fire protection products. He previously served as President of HD Supply Waterworks from December 2011 to August 2017, Chief Operating Officer from 2008 to 2011, and President of Lumber and Building Materials from April 2007 until its divestiture to ProBuild Holdings in 2008. Mr. LeClair joined Core & Main in 2006 as Senior Director of Operations. Prior to joining Core & Main, Mr. LeClair was a Senior Vice President at General Electric ("GE") Capital Equipment Services from 2002 to 2005, and from 1992 to 2002 held various roles at GE Appliances and Power Generation in distribution, manufacturing and sales. Mr. LeClair is a graduate of GE Power Generation's Manufacturing Management Program. He was previously a member of the Saint Louis University's International Business School Advisory Board. Mr. LeClair holds a bachelor's degree in Mechanical Engineering from Union College and an M.B.A. degree from the University of Louisville. A.H. McElroy II A.H. ("Chip") McElroy II, P.E. was elected as a director of AAON in 2007, and currently serves in the class of directors whose terms will expire at the 2028 Annual Meeting of stockholders. He is Chair of our Governance Committee and serves as a member of our Compensation Committee. Additionally, the Board elected Mr. McElroy as Independent Chairman of the Board at the 2022 Annual Meeting. Since 1997 Mr. McElroy has served as President, CEO and Chairman of McElroy Manufacturing, Inc., a privately held manufacturing company based in Tulsa, Oklahoma. Since 2002, Mr. McElroy has also served as Chairman of Southern Specialties Co., a privately held specialty sheet metal manufacturer. Since 2016, Mr. McElroy has served on the board of directors of Pryer Aerospace, a privately held Tulsa, Oklahoma, based aerospace structural component and sheet metal manufacturer, and from 2016 to June 2019, served on the Advisory Board of HydroHoist Marine Group, a privately held Claremore, Oklahoma, based boat lift manufacturer. Since 2017, Mr. McElroy has served as a member on the local advisory board of directors of Ascension St. John Health System, a healthcare system in northeastern Oklahoma and Southern Kansas. Mr. McElroy is a graduate of the STAGEN Leadership Academy ILP and ALP, YPO International: Integrated Brand Building, Harvard Business School & YPO: High Profit, Go to Market Program, and Harvard Business School & YPO: Sustainable Market Leadership Program. Mr. McElroy holds a bachelor's degree in Mechanical Engineering from the University of Tulsa. David R. Stewart *David R. Stewart was elected as a director of AAON in October 2021, and currently serves in the class of directors whose terms will expire at the 2026 Annual Meeting. Mr. Stewart serves as a member of our Audit Committee and Governance Committee. He brings over 40 years of professional experience to the Board. Mr. Stewart currently serves as Chief Administrative Officer and Trustee of the Oklahoma Ordnance Works Authority located in Pryor, Oklahoma, an industrial public trust that owns and operates MidAmerica Industrial Park. He was appointed to his current position in December 2012 by former Oklahoma Governor Mary Fallin. MidAmerica Industrial Park consists of 9,000 acres and is home to over 80 companies in diverse industries (including Google, Siemens and Chevron Phillips), employing approximately 4,500 people. MidAmerica Industrial Park is one of the largest industrial parks in the U.S. and top ten in the world with on-site rail, water and electric power. Prior to his current position, Mr. Stewart, a citizen of the Cherokee Nation, served as Chief Executive Officer of Cherokee Nation Businesses, LLC. During his tenure as CEO of Cherokee Nation Businesses, LLC, he helped negotiate the Tribal-State Gaming Compact in 2004 and led the Cherokee Nation's efforts to successfully diversify its business portfolio to include a wide range of non-gaming enterprises employing over 3,500 people. Mr. Stewart earned his Master of Science and Bachelor of Science degrees from Oklahoma State University and is a certified public accountant. Governor Kevin Stitt appointed Mr. Stewart as a member to the Governor's Council of Workforce and Economic Development. He was also appointed by the Governor to the Oklahoma State Board of Career and Technology Education, which provides oversight of the career technical training system in the state of Oklahoma. Mr. Stewart currently is a member of the Board of Directors for the Tulsa Regional Chamber, Executive Committee for Tulsa's Future, and is Chair of the Board of Directors for the Oklahoma Business Roundtable. He also serves on the Board of Directors of the State Chamber of Oklahoma and Tulsa Community College Foundation. Matthew Tobolski Matthew ("Matt") Tobolski has served as CEO of AAON since May 2025, when he was also elected as a director. He currently serves in the class of directors whose terms expire at the 2028 Annual Meeting. Mr. Tobolski leverages the talents of AAON's operations, engineering, sales, marketing and administration teams to drive sustainable growth and continue delivering best-in-class solutions to customers. Prior to this role, Mr. Tobolski served as President and Co-Founder of BASX Solutions from the company's inception in 2013 until AAON acquired BASX in 2021. He served as the President and CEO of Tobolski Watkins Engineering, a structural and earthquake engineering firm, from 2008 to 2017, and as Executive Advisor at Structural Integrity Associates from 2017 to 2020, following the acquisition of Tobolski Watkins Engineering. Mr. Tobolski earned a bachelor's degree in Civil Engineering from the University of Massachusetts Dartmouth, and a master's degree and Ph.D. in Structural Engineering from the University of California San Diego. He is a member of ASHRAE and ASCE, and he is a licensed Civil and Structural Engineer in California, Oregon and Washington. Bruce Ware Bruce Ware was elected as a director of AAON in October 2021, and currently serves in the class of directors whose terms will expire at the 2028 Annual Meeting. Mr. Ware serves as a member of our Audit Committee and Compensation Committee. Mr. Ware is Chairman and CEO of One America Bancorp Inc., a financial institution that he founded to provide niche financial and banking services. Prior thereto, he was a Corporate Vice President at DaVita, where he led growth, partnership, and capital raising activities. Prior to DaVita, Mr. Ware served as Assistant Treasurer of Comstock Resources, an exploration and production company where he oversaw banking relationships, investor relations, human resources, and strategic initiatives. Mr. Ware started his career in the New York office of Donaldson, Lufkin & Jenrette in the investment banking department. He holds an MBA from Harvard Business School, an MA from The University of Texas at Austin, and a BBA in Finance from The University of Mississippi. Mr. Ware also serves on the Board of Directors of Seneca Foods Corporation, where he is a member of the Audit Committee. He previously served on the Board of Directors for Blackhawk Bank of Beloit, Wisconsin, where he was a member of the Audit and Compensation Committees. He is a Trustee of the University of Mississippi Foundation. ‌Proposal No. 2 - Ratify the Selection of Independent Auditor ‌Ratification of Selection of Grant Thornton LLP The Audit Committee has selected the firm of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026. The Board is submitting the selection of Grant Thornton LLP for ratification at the Annual Meeting. The submission of this matter for approval by stockholders is not legally required, but the Board and the Audit Committee believe the submission provides Stockholders an opportunity to communicate with the Board and Audit Committee concerning an important component of corporate governance. If the stockholders do not ratify the selection of Grant Thornton LLP, the Audit Committee may reconsider the selection of that firm as the Company's auditors. Representatives of Grant Thornton LLP will be present at the Annual Meeting, will have the opportunity to make a statement, and will be available to respond to appropriate questions posed by stockholders. Vote Required Approval of Proposal No. 2 requires the affirmative vote of a majority of the votes cast on the proposal. Accordingly, abstentions will have no effect on the outcome of the vote on this proposal. Brokers have discretionary authority and may vote on the proposal without having instructions from the beneficial owners or persons entitled to vote thereon. Recommendation of the Board: The Audit Committee and Board unanimously recommend a vote FOR the ratification of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026. ‌Audit and Non-Audit Fees Our Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax, and other services performed by the independent auditor. The following services were authorized by the Audit Committee. The following table presents fees billed for services rendered by GT for the years ended December 31, 2025, and 2024: Year Ended December 31, Fee Type 2025 2024 Audit fees (1) $ 969,777 $ 772,109 Audit-related fees - - Tax fees - - Total $ 969,777 $ 772,109 (1) Professional services rendered for the audits of our financial statements and reviews for the related quarterly financial statements and services that are normally provided by the independent accountants in connection with statutory and regulatory filings or engagements, including reviews of documents filed with the SEC. ‌Audit Committee Policy on Services Provided by the Independent Registered Public Accounting Firm The Audit Committee has the responsibility for appointing, setting compensation for and overseeing the work of our independent auditor. In furtherance of this responsibility, the Audit Committee has established a policy with respect to the pre-approval of all audit and audit-related services and permissible non-audit services provided by our independent auditor. Prior to engagement of Grant Thornton, LLP as our independent auditor for the 2026 audit, the Committee discussed the services with management and Grant Thornton, LLP, and subsequently approved GT as auditor. The audit services are comprised of work performed in the audit of our financial statements and to attest and report on our internal controls over financial reporting, as well as work that only the independent auditor can reasonably be expected to provide, including: Quarterly review of our unaudited financial statements; Consents and assistance with the review of documents filed with the SEC. Audit fees are budgeted, and the Audit Committee requires the independent auditor and management to report actual fees versus budgeted fees periodically during the year by category of service. ‌Audit Committee Report To the Board of Directors of AAON, Inc. The Audit Committee oversees AAON's financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. We have reviewed and discussed with management and with the independent auditors the Company's audited financial statements as of and for the year ended December 31, 2025. We have discussed with the independent auditors the matters required to be discussed by accounting standards issued by the Public Company Accounting Oversight Board. We have received, reviewed, and discussed with Grant Thornton, LLP the written disclosures and communications from them required by the Public Company Accounting Oversight Board regarding their independence. Based on the reviews and discussions referred to above, we recommended to the Board of Directors that the financial statements referred to above be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. Audit Committee of the Board of Directors: Caron A. Lawhorn, Chair Angela E. Kouplen, Member Stephen O. LeClair, Member David R. Stewart, Member Bruce Ware, Member The information contained in this Audit Committee Report shall not be deemed to be "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information by reference in any such filing. ‌Stock Ownership ‌Holdings of Major Stockholders As of March 13, 2026 (the record date), we had issued a total of 81,843,712 shares of $.004 par value Common Stock, our only class of stock outstanding. Each share is entitled to one vote on all matters submitted to a vote by stockholders. The following table sets forth as of March 13, 2026, the aggregate number of our shares of Common Stock owned by each person known by us to be the beneficial owner of more than 5% of our Common Stock: Name and Address of Beneficial Owner Number of Shares Owned Percent of Class Norman H. Asbjornson 2425 South Yukon Ave. 13,728,550 (1) 16.8% Tulsa, OK 74107 BlackRock, Inc. 50 Hudson Yards 6,271,197 (2) 7.7% New York, NY 10001 The Vanguard Group (5) 100 Vanguard Blvd. 5,913,195 (3) 7.2% Malvern, PA 19355 Wellington Management Group LLP 280 Congress Street 6,839,277 (4) 8.4% Boston, MA 02210 Includes 10,810 shares under AAON's 401(k) plan, 647,104 shares issuable upon exercise of stock options exercisable currently or within 60 days of the Annual Meeting,1,289,290 shares owned by his foundation and 11,006,207 shares held as trustee of trusts. Mr. Asbjornson has sole voting and investment powers with respect to all shares beneficially owned by him. This share ownership information was provided in a Schedule 13G/A filed April 17, 2025, which discloses that BlackRock, Inc. possesses sole voting power of 6,133,051 shares and sole dispositive power of 6,271,197 shares. This share ownership information was provided in a Schedule 13F-HR filed on January 29, 2026, which discloses that The Vanguard Group possesses sole dispositive power of 5,869,967 shares, shared voting power of 58,929 shares, and shared dispositive power of 43,228 shares. This share ownership information was provided in a Schedule 13G/A filed on February 10, 2026, which discloses that Wellington Management Group LLP possesses no sole voting power, shared voting power of 5,693,799 and no sole dispositive power. Vanguard subsequently filed a Schedule 13G/A with the SEC on March 26, 2026 indicating that on January 12, 2026, it went through an internal realignment and certain of its subsidiaries or business divisions of its subsidiaries that formerly had, or were deemed to have, beneficial ownership with The Vanguard Group, Inc. will report beneficial ownership separately (on a disaggregated basis) from The Vanguard Group, Inc., and that The Vanguard Group, Inc. no longer has, or is deemed to have, beneficial ownership over securities beneficially owned by such subsidiaries and/or business divisions. ‌Holdings of Officers and Directors The following table sets forth as of March 13, 2026, the aggregate number of shares of our Common Stock owned of record or beneficially by each current director, nominee for director, and each NEO and all directors, nominees for director and NEOs as a group: Name of Beneficial Owner Total Number of AAON Common Stock Shares owned (1) Shares Issuable Upon Exercise of Stock Options (2) Percent of Class Norman H. Asbjornson 13,081,446 647,104 16.77 % Gary D. Fields 49,622 133,160 * Casey Kidwell 14,690 6,333 * Angela E. Kouplen 37,869 - * Caron A. Lawhorn 17,385 - * Stephen O. LeClair 30,276 - * A. H. McElroy II 135,067 - * Matthew Shaub 2,294 4,005 * David R. Stewart 11,586 - * Rebecca A. Thompson 30,367 171,403 * Matt Tobolski 335,291 30,174 * Stephen E. Wakefield 29,520 26,018 * Bruce Ware 8,586 - * Directors, nominees and Named Executive Officers as a group 13,783,999 992,179 18.09 % (13 persons) All shares are held beneficially and of record and the owner has sole voting and investment power with respect thereto, except as otherwise noted. Shares issuable upon exercise of stock options exercisable currently or within 60 days of the Annual Meeting. * Less than 1%. The following table sets forth for the persons indicated and the number of shares of our common stock that are held on the person's behalf by the trustee of our 401(k) Plan as of March 13, 2026: Name of Beneficial Owner Stock Held by 401(k) Plan Norman H. Asbjornson 10,810 Gary D. Fields 6,120 Casey Kidwell 2,208 Angela E. Kouplen - Caron A. Lawhorn - Stephen O. LeClair - A. H. McElroy II - Matthew Shaub 665 David R. Stewart 3,000 Rebecca A. Thompson 4,225 Matt Tobolski 2,638 Stephen E. Wakefield 15,246 Bruce Ware - Directors, Nominees, and Named Executive Officers as a group (13 persons) 29,666 Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, as well as persons who beneficially own more than 10.0% of a registered class of AAON's equity securities, to file reports regarding their initial stock ownership and subsequent changes to their ownership with the SEC. Based solely on a review of the reports filed for fiscal year 2025 and related representations, we believe that all Section 16(a) reports applicable to its directors and executive officers were filed on a timely basis. ‌Compensation Discussion and Analysis ‌Executive Officers This compensation discussion and analysis provides information regarding our executive compensation program in 2025 for the following executive officers of the Company (collectively, the "named executive officers" or "NEOs"): NEO Name NEO Title Matthew J. Tobolski Chief Executive Officer (1) Gary Fields Special Advisor to the Board, Former Chief Executive Officer (1) Rebecca A. Thompson Chief Financial Officer and Treasurer Stephen E. Wakefield (2) Executive Vice-President and General Manager, AAON Business Unit Casey Kidwell Chief Administrative Officer Matthew Shaub Executive Vice President and General Manager, BASX Business Unit (1) Effective May 13, 2025, Mr. Tobolski, President and Chief Operating Officer, replaced Gary Fields as Chief Executive Officer. (2) Effective January 1, 2026, Mr. Wakefield transitioned out of his NEO role. His title is now AAON Fellow, Principal Engineering Advisor. ‌Executive Summary During 2025, our executive officers led our efforts to increase sales, executed our internal capital expenditure programs, and positioned the Company to capitalize on anticipated growth. Key accomplishments during 2025 include: Financial Performance The Company ended the year with a backlog of $1,828.5 million, up 110.9% compared to December 31, 2024. The increase is the result of the increased demand for our data center products. The Company's growing backlog and robust order activity demonstrate meaningful market share capture as customers prioritize high-performance, energy-efficient, and reliable infrastructure solutions. The overwhelming demand for BASX-branded products also helped drive net sales growth of 20.1% to $1,442.1 million for the year ended December 31, 2025. Expansion and Growth We had capital expenditures, including the acquisition of intangible assets, for the year ended December 31, 2025 of $204.9 million. These investments funded our expansions across multiple facilities to build capacity for future growth, primarily driven by demand for BASX-branded products including the large investment in our Memphis, Tennessee, facility which was purchased in December 2024. As returns on these investments begin to materialize, we expect operating cashflow to improve significantly, supported by higher earnings and improved working capital efficiency. Dividends and Stockholder Returns We are committed to returning value to our stockholders. We make quarterly dividend payments with increases as needed. We want to reward long-term stockholders through share buybacks. When we have excess cash, we work to repurchase shares and decrease our share count. In 2025, we completed the repurchase of 0.4 million shares in the open market for $30.0 million at an average price of $80.81. ‌Compensation Philosophy The following outlines key features of our compensation program, in addition to typical "best practices" that we adhere to: What We Do What We Do Not Do Pay for Performance: Our executive compensation plan is aligned with stockholder interests by rewarding for strong financial performance and stock price appreciation. No Stock Option Re-Pricing: We do not permit re-pricing of equity awards without stockholder approval. Stock Ownership/Retention Requirements: Our directors, executive officers and certain other key employees are subject to robust stock ownership and retention requirements. No Tax Gross-Ups: We do not provide tax gross-ups. Independent Compensation Consultant: We utilize an independent compensation consultant reporting directly to the Compensation Committee. Limited Perquisites: We provide executive physicals for our NEOs, which a...

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