Every material Form 8-K AAON has filed with the SEC since February 20, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
AAON reported record second-quarter 2026 net sales of $627.0 million, up 101.2%, with operating income of $68.9 million and diluted EPS of $0.68, versus $0.19 a year earlier. The company raised its 2026 sales growth outlook to 55%-60% but lowered its gross margin outlook to 25%-26%, from 27%-28%, citing ramp costs and inflation, which matters to shareholders because margins are narrowing even as volume grows.
Operating income rose 192.1% to $68.9 million; diluted EPS was $0.68 versus $0.19 in Q2 2025.
Gross profit margin was 24.3%, down from 26.6% a year earlier; the Memphis facility overhead cost $18.1 million in the quarter.
2026 sales growth outlook raised to 55%-60% from 40%-45%; gross margin outlook cut to 25%-26% from 27%-28%.
Total backlog was $1.97 billion at June 30, 2026, down 7.4% from $2.13 billion at March 31, 2026.
On July 28, 2026, AAON's board increased from nine to eleven members and appointed Robert L. Buttermore III and Patrick J. Jermain as independent Class III directors, effective immediately. The board also amended the bylaws to raise the maximum board size from nine to eleven. The filing discloses no financial results or changes to the company's operations.
Board size increased from nine to eleven on July 28, 2026, under a First Amendment to the Amended and Restated Bylaws.
Robert L. Buttermore III is Senior Vice President and Chief Supply Chain Officer at Rockwell Automation and joins the Compensation Committee.
Patrick J. Jermain recently retired as Executive Vice President and Chief Financial Officer of Plexus Corporation after twelve years as CFO and joins the Audit Committee.
Both new directors' terms expire at the annual meeting of stockholders in May 2027.
AAON reported first-quarter 2026 net sales of $496.9 million, up 54.3% year over year, and diluted EPS of $0.48, up 37.1%, while backlog rose 107.4% to $2.1 billion. The company raised its 2026 sales growth outlook to 40%-45% from 18%-20%, but lowered its gross margin outlook to 27%-28% from 29%-31%, and it authorized up to $100.0 million in share repurchases.
Q1 2026 net sales rose 54.3% to $496.9 million; diluted EPS was $0.48 versus $0.35 a year earlier.
Gross profit margin was 25.1%, down from 26.8% in the prior-year period, which the company attributed to temporary factors.
2026 outlook: sales growth raised to 40%-45% from 18%-20%; gross margin lowered to 27%-28% from 29%-31%.
Board authorized up to $100.0 million in open-market share purchases, with timing set by the Board.
AAON announced that Andy Cheung will join as Executive Vice President and Chief Financial Officer on April 20, 2026, succeeding Rebecca Thompson, who becomes Chief Accounting Officer on the same date. The filing also discloses a General Counsel role filled by Luke Bomer, who started April 1, and a compensation package for Cheung that includes a $525,000 base salary and a $300,000 cash award repayable if he leaves within 18 months.
Andy Cheung joins April 20, 2026 as EVP and CFO; he previously was EVP and CFO of Commercial Vehicle Group Inc. for the past three years
Cheung's 2026 target annual incentive is $341,250 and target long-term incentive is $787,500, plus a one-time equity grant valued at $1,500,000
Rebecca Thompson, CFO since 2021, moves to Chief Accounting Officer effective April 20, 2026
Luke Bomer joined April 1, 2026 as General Counsel, a newly created role
AAON reported fourth-quarter 2025 net sales up 42.5% to $424.2 million and diluted EPS of $0.39, up from $0.30, while gross margin slipped to 25.9% from 26.1%. For full-year 2025, sales rose 20.1% to $1.44 billion, but diluted EPS fell to $1.29 from $2.02 and gross margin fell to 26.7% from 33.1%. The company forecast 2026 sales growth of 18%-20% and gross margin of 29%-31%, and its board authorized up to $100.0 million in share repurchases.
Q4 2025 net sales were $424.2 million, up 42.5%; BASX-branded sales rose 138.8% to $181.4 million.
Full-year 2025 diluted EPS was $1.29 versus $2.02 in 2024; gross margin was 26.7% versus 33.1%.
2026 outlook calls for sales growth of 18%-20% and gross margin of 29%-31%.
Board authorized up to $100.0 million in open-market share purchases; year-end backlog was $1.83 billion.
AAON exercised the accordion feature on its revolving credit facility, increasing total borrowing capacity from $500.0 million to $600.0 million, under a Sixth Amendment dated December 29, 2025. The filing states no other terms of the facility changed, and management described the added liquidity as supporting growth and customer demand.
Borrowing capacity rises from $500.0 million to $600.0 million using the previously available $100.0 million accordion feature.
Lenders are BOKF, NA (administrative agent), Wells Fargo, Bank of America, U.S. Bank and Associated Bank; BOKF holds the largest share at $174.0 million.
The amendment took effect December 29, 2025, and the filing states that no other terms of the credit facility changed.
CFO and Treasurer Rebecca Thompson said bookings strength continued through the fourth quarter.
AAON, Inc. said its board promoted Doug Wichman to executive vice president and general manager of its AAON business unit, effective January 1, 2026, succeeding Stephen Wakefield, who moves to an AAON Fellow and principal engineering advisor consulting role. The filing reports no financial results, and the change is a leadership succession below the CEO level.
Doug Wichman has been with AAON since 2012 and was most recently Executive Director of Manufacturing from November 2024.
Wichman's target 2026 compensation includes a $350,000 annual base salary, $210,000 target annual incentive and $330,000 target long-term incentive.
Stephen Wakefield, the current EVP and general manager, transitions to AAON Fellow and principal engineering advisor effective January 1, 2026.
AAON reported third-quarter 2025 net sales up 17.4% to $384.2 million and a record backlog of $1.32 billion, but gross margin fell to 27.8% from 34.9% a year earlier and diluted EPS dropped to $0.37. The company raised its 2025 sales growth outlook to mid-teens from low-teens, while narrowing its gross margin range to 28.0%-28.5% from 28.0%-29.0%.
Net sales rose 17.4% year over year to $384.2 million; BASX-branded sales rose 95.8% to $124.8 million.
Diluted EPS was $0.37, down 41.3% year over year; gross margin was 27.8%, versus 34.9% in the prior-year quarter.
Backlog reached a record $1.32 billion, up 103.8% year over year and 18.1% from June 30, 2025.
2025 outlook: YoY sales growth raised to mid-teens from low-teens; gross margin guidance 28.0%-28.5% versus prior 28.0%-29.0%.
AAON reported second-quarter 2025 net sales of $311.6 million, down 0.6% year over year, and GAAP diluted earnings per share of $0.19, down 69.4%. The company cut its full-year 2025 outlook, citing Longview facility inefficiencies and slower production at Tulsa tied to its ERP system rollout, which weighs on shareholders' earnings expectations.
Net sales fell 0.6% to $311.6 million; AAON Oklahoma sales fell 18.0%, while BASX sales rose 20.4% and AAON Coil Products sales rose 86.4%.
GAAP diluted EPS was $0.19, down 69.4%; non-GAAP adjusted diluted EPS was $0.22, down 64.5%.
Gross profit margin fell to 26.6% from 36.1%; adjusted EBITDA margin was 14.9% versus 26.1%.
Full-year 2025 outlook: low teens year-over-year sales growth and a 28%-29% gross profit margin; backlog rose 71.9% to $1.12 billion.
AAON, Inc. disclosed that Christopher D. Eason, its Principal Accounting Officer, notified the company on June 26, 2025 of his intent to resign effective September 1, 2025. The company said the resignation is not due to any disagreement over its financials, operations, policies, or practices, and CFO Rebecca A. Thompson will serve as interim principal accounting officer.
Christopher D. Eason, Principal Accounting Officer, gave notice of intent to resign on June 26, 2025
Resignation effective September 1, 2025
Company states no disagreement on financials, operations, policies, or practices
Rebecca A. Thompson, CFO, to assume Eason's duties on an interim basis
AAON and two subsidiaries signed a Fifth Amendment to their loan agreement with a group of lenders led by BOKF, NA dba Bank of Oklahoma. The revolving commitment rises from $230 million to $500 million, the existing term loan will be paid off, and the maturity extends to May 27, 2030. The larger credit line gives the company more borrowing capacity, and the filing does not state the amount drawn.
Revolving commitments increase from $230 million to $500 million, effective with the May 29, 2025 amendment
Existing term loan to be paid in full from revolving loan proceeds
Revolving commitment termination date extended from May 27, 2027 to May 27, 2030
Bank of America and Associated Bank join as new lenders; BOKF, NA dba Bank of Oklahoma is administrative agent
AAON said Matt Tobolski, previously its president and chief operating officer, became president and CEO effective May 13, 2025, succeeding Gary Fields, who remains on the Board as a special advisor. The Board also expanded from eight to nine members and appointed Tobolski to the new seat, and declared a $0.10 per share quarterly dividend, which matters to shareholders for the leadership transition and the cash payout.
Tobolski, 41, became President and CEO effective May 13, 2025, and joined the Board as a Class I director with a term expiring in May 2028
Gary D. Fields moved to special advisor to the Board effective May 13, 2025, and continues as a director
The filing discloses $1.1 million in prior-fiscal-year payments to lease time on an aircraft partially owned by Tobolski
Quarterly dividend of $0.10 per share ($0.40 annually), payable June 27, 2025, to holders of record June 6, 2025
AAON reported first-quarter 2025 net sales up 22.9% to $322.1 million, driven by BASX and AAON Coil Products growth, and a backlog of $1.0 billion. Net income fell 24.9% and gross margin dropped to 26.8% from 35.2%, as AAON Oklahoma sales declined 23.0% amid supply chain issues tied to R454B refrigerant components. Shareholders get higher sales and backlog but lower profit per share.
Net sales rose 22.9% to $322.1 million; net income fell 24.9% to $29.3 million
Diluted EPS was $0.35 versus $0.46 a year earlier; non-GAAP adjusted EPS was $0.37
Total backlog reached $1,026.9 million at March 31, 2025, up 83.9% year-over-year
Quarterly dividend raised 25.0% to $0.10 per share; $30.0 million of stock repurchased during the quarter
AAON reported fourth-quarter 2024 net sales down 2.9% to $297.7 million and diluted EPS down 46.4% to $0.30 from $0.56, with AAON Oklahoma sales down 16.1%. Full-year 2024 net sales rose 2.7% to $1.2 billion, backlog ended the year at $867.1 million, up 70.0%, and management expects margins to stay under pressure early in 2025. The Board also authorized up to $100.0 million in open-market share repurchases.
Q4 gross profit fell 30.5% to $77.6 million and operating income fell 53.9% to $29.4 million.
Full-year 2024 net sales rose 2.7% to $1.2 billion, while diluted EPS fell 5.2% to $2.02.
Backlog was $867.1 million at December 31, 2024, up 70.0% from a year earlier.
The Board authorized up to $100.0 million in share repurchases, to be executed based on market conditions.
AAON, Inc. announced that CEO Gary Fields will become a special advisor to the Board effective May 13, 2025, and President and COO Matt Tobolski will become CEO on the same date. The filing discloses related-party transactions involving entities tied to Fields and Tobolski, but no change to financial results or guidance.
Matt J. Tobolski, PhD, 41, becomes CEO effective May 13, 2025, while keeping his role as President.
Gary D. Fields, 65, CEO since May 2020, moves to special advisor to the Board and remains a director.
No employment agreements were entered into with either executive in connection with the changes.
Prior-year related-party payments: $1.1 million in sales to Fields Mechanical Systems and $0.2 million in payments to it; $1.1 million in aircraft lease payments to an entity partly owned by Tobolski.
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