AAON

aaon-20261109

0000824142false00008241422026-08-102026-08-10

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): November 9, 2026

AAON, INC.

(Exact name of Registrant as Specified in Charter)

Nevada0-1895387-0448736

(State or Other Jurisdiction(Commission File Number: )(IRS Employer Identification No.)

of Incorporation)

2425 South Yukon Ave.,Tulsa,Oklahoma74107

(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 classTrading Symbol(s)Name of each exchange on which registered

Common StockAAONNASDAQ

Item 2.02    Results of Operations and Financial Conditions.

On November 9, 2026, AAON, Inc. (the "Company") announced its financial and operating results and backlog for the third quarter ended September 30, 2026. 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.

The Company plans to host a teleconference at 5:00 P.M. (Eastern Time) on November 9, 2026 to discuss these results. The conference call will be accessible via a dial-in for those who wish to participate in Q&A as well as a listen-only webcast. The accessible dial-in is accessible at 1-888-880-3330. To access the listen-only webcast, please register at https://app.webinar.net/x89XOEkP41z. 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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On November 3, 2026, Management, with the oversight of the Audit Committee of the Board of Directors (the “Audit Committee”), concluded that the Company’s previously issued unaudited condensed consolidated financial statements included in its Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026, should no longer be relied upon due to misstatements that are described below and that the Company will restate such financial statements to make necessary corrections.

The non-reliance conclusion described above resulted from the identification of errors in the Company's calculation of revenue under the percent of completion method and accounting for software subscriptions.

The impacts of the restatement on net income are summarized below:

For the three months ended March 31, 2026: Net Income is $36.5 million representing a decrease of $3.4 million from the $39.8 million previously reported.

For the six months ended June 30, 2026: Net Income is $103.6 million, representing an increase of $7.1 million from the $96.5 million previously reported.

In connection with the restatements, the Company re-evaluated its conclusion regarding the effectiveness of the Company's disclosure controls and procedures and internal controls over financial reporting for the relevant periods and determined that a material weakness existed. The Company will report the material weakness in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

The Audit Committee has discussed the matters disclosed herein with Grant Thornton LLP, the Company's independent registered accounting firm.

Concurrently with the filing of this Current Report on Form 8-K, the Company is

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