UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2 5, 2026

AAON, INC.

(Exact name of Registrant as Specified in Charter)

Nevada

0-18953

87-0448736

(State or Other Jurisdiction

(Commission File Number: )

(IRS Employer Identification No.)

of Incorporation)

2425 South Yukon Ave.,

Tulsa,

Oklahoma

74107

(Address of Principal Executive Offices)

(Zip Code)

(Registrant's telephone number, including area code): (918) 583-2266

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AAON	NASDAQ

Item 28.0201 ~~Results~~Other ~~of Operations and Financial Conditions~~Events.

OnThe ~~March 2,~~Company ~~2026,~~announced ~~AAON,~~that ~~Inc. (~~the ~~"Company")~~Board ~~announced~~of ~~its~~Directors ~~financial~~has ~~and~~declared ~~operating~~its ~~results~~next ~~and~~regular ~~backlog~~quarterly ~~for~~cash ~~the~~dividend ~~fourth~~of ~~quarter~~$0.10 ~~ended~~per ~~December 31,~~share ~~2025~~or $0.40 Aannually. ~~copy~~The ofnext ~~the~~cash ~~Company's~~dividend ~~press~~will ~~release~~be ispayable ~~furnished~~on asMarch ~~Exhibit~~30, ~~99.1~~2026, to ~~this~~stockholders ~~Current~~of ~~Report~~record onas ~~Form~~of ~~8-K~~the ~~and~~close isof ~~incorporated~~business ~~herein~~on byMarch ~~reference.~~18, 2026.

~~The~~A ~~Company~~copy ~~plans~~of tothe ~~host~~Company's apress ~~teleconference~~release atannouncing ~~9:00~~the ~~A.M.~~quarterly ~~(Eastern~~cash ~~Time)~~dividend onis ~~March 2,~~furnished ~~2026~~as toExhibit ~~discuss these results~~99.1 ~~The conference call will be accessible via a dial-in for those who wish~~ to ~~participate~~this inCurrent ~~Q&A~~Report ason ~~well~~Form ~~as a listen~~8-~~only~~K ~~webcast.~~and ~~The accessible dial-in~~ is ~~accessible~~incorporated atherein ~~1-800-836-8184.~~by ~~To access the listen-only webcast, please register at https://app~~reference.~~webinar.net/0kBVxQBboaR. On the next business day following the call, a replay of the call will be available on the Company’s website at https://aaon.com/Investors.~~

In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing.

Item 7.01 Regulation FD Disclosure.

On March 2, 2026, the Company issued the press release described above in Item 2.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.

All statements in the teleconference, other than historical financial information, may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Participants and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligations to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that could cause results to differ materially from those in the forward-looking statements include (1) the timing and extent of changes in raw material and component prices, (2) the effects of fluctuations in the commercial/industrial new construction market, (3) the timing and extent of changes in interest rates, as well as other competitive factors during the year, and (4) general economic, market or business conditions.

Item 8.01 Other Events

The Company today announced that the Board of Directors has authorized the Company to make up to $100.0 million in purchases of shares of the Company’s common stock from time to time in the open market depending on market conditions. The Board must authorize the timing and amount of these purchases and all repurchases will be made in accordance with the rules and regulations of the SEC allowing the Company to repurchase shares from the open market. Repurchased shares will be restored to the status of authorized but unissued stock.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

99.1

Press ~~release~~Release ~~dated~~Announcing ~~March~~Quarterly 2,Cash ~~2026 announcing financial and operating results and backlog.~~Dividend

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AAON, INC.
Date:	March 25, 2026	By:	/s/ Luke A. Bomer
			Luke A. Bomer, Secretary

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