8-K

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): June 17, 2024

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 8.01    Other Events.

The Company provided an update to the previously disclosed share repurchase programs authorized by our Board of Directors. The share repurchase program was financed through a combination of the Company's cash reserves and available credit facility.

As of June 17, 2024, the Company's repurchase activity under the programs is as follows:

Effective Date	Shares Repurchased	Authorized and Repurchased $	Average Price Per Share $	Completion Date
February 27, 2024	671,230	$50.0 million1	$74.49	June 4, 2024
June 4, 2024	682,334	$50.0 million2	$73.28	June 14, 2024
1 Repurchases made in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
2 Repurchases made in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit Number	Description
99.1	Press Release Share Repurchase Program Updates
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:	June 17, 2024	By:	/s/ Luke A. Bomer
			Luke A. Bomer, Secretary

EX-99.1

Exhibit 99.1

AAON Announces Share Repurchase Program Updates

TULSA, OK, June 17, 2024 – AAON, Inc. (NASDAQ:AAON) (“AAON” or the “Company”), provided an update to the previously disclosed share repurchase programs authorized by our Board of Directors. As of June 17, 2024, our repurchase activity under the programs is as follows:

Effective Date	Shares Repurchased	Authorized and Repurchased $	Average Price Per Share $	Completion Date
February 27, 2024	671,230	$50.0 million1	$74.49	June 4, 2024
June 4, 2024	682,334	$50.0 million2	$73.28	June 14, 2024
1 Repurchases made in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
2 Repurchases made in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

"We are pleased to announce the completion of our second share repurchase program," said Gary Fields, CEO. "This initiative reflects our confidence in the long-term growth prospects of AAON and our ongoing commitment to delivering value to our shareholders. By reducing the number of shares outstanding, we believe we have positioned the Company for increased earnings per share and an enhanced return on equity."

The share repurchase program was financed through a combination of the Company's cash reserves and available credit facility, without compromising our ability to invest in strategic growth opportunities and maintain a strong balance sheet.

About AAON

Founded in 1988, AAON is a world 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 lab allows AAON engineers to continuously push boundaries and advance the industry. For more information, please visit www.AAON.com.

Forward-Looking Statements

This press release includes “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. 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.

Contact Information

Joseph Mondillo

Director of Investor Relations

Phone (617) 877-6346

Email: joseph.mondillo@aaon.com

XML

Cover Page	Jun. 17, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 17, 2024
Entity Registrant Name	AAON, INC.
Entity Incorporation, State or Country Code	NV
Entity File Number	0-18953
Entity Tax Identification Number	87-0448736
Entity Address, Address Line One	2425 South Yukon Ave.,
Entity Address, City or Town	Tulsa,
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74107
City Area Code	918
Local Phone Number	583-2266
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	AAON
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000824142
Amendment Flag	false