Form 8-K - Groowe Newsroom

8-K — AAON, INC.

Accession: 0000824142-26-000016

Filed: 2026-04-02

Period: 2026-04-02

CIK: 0000824142

SIC: 3585 (AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — aaon-20260402.htm (Primary)

EX-99.1 (aaon2026leadershiptransiti.htm)

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8-K

8-K (Primary)

Filename: aaon-20260402.htm · Sequence: 1

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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): April 2, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 2, 2026, AAON, Inc. (the "Company") announced a transition in the Chief Financial Officer ("CFO") role. Andy Cheung will join AAON on April 20, 2026, as its Executive Vice President and Chief Financial Officer.

Mr. Cheung, age 51, most recently served as Executive Vice President and Chief Financial Officer of a publicly traded manufacturing company, where he served for the past three years. Prior to that, he held senior financial leadership positions for more than 25 years in the HVAC and automotive industries. Mr. Cheung was born in Hong Kong and received his Bachelor of Business Administration in Accounting from Hong Kong University of Science & Technology, and an MBA from the University of Chicago. Mr. Cheung is also a Certified Public Accountant.

In connection with Mr. Cheung's role, he will receive the following compensation: (i) annual base salary of $525,000, (ii) 2026 target annual incentive compensation of $341,250, and (iii) 2026 target long-term incentive compensation of $787,500. Additionally, Mr. Cheung will receive a one-time equity grant valued at $1,500,000 and a one-time cash award of $300,000 to cover costs associated with relocating and forfeited equity from his prior job. The one-time cash award must be repaid if Mr. Cheung leaves within 18 months.

Mr. Cheung does not have any family relationships with any of the Company's directors or officers and is not party to any transactions of the type listed in Item 404(a) of Regulation S-K.

Rebecca Thompson, who currently serves as Executive Vice President and CFO of AAON, will transition to AAON Chief Accounting Officer, effective April 20, 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1

Press Release Announcing Leadership Transition

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: April 2, 2026 By: /s/ Luke A. Bomer

Luke A. Bomer, General Counsel and Secretary

EX-99.1

Filename: aaon2026leadershiptransiti.htm · Sequence: 2

Document

AAON Announces CFO Transition and Strengthens Executive Leadership Team

TULSA, OK, April 2, 2026 — AAON, Inc. (NASDAQ: AAON) (“AAON” or the “Company”), a leader in high-performance and energy-efficient HVAC solutions, announces a transition in the Chief Financial Officer (CFO) role and the addition of a General Counsel. The leadership changes reflect the Company’s continued focus on disciplined execution, strong governance, and long-term value creation.

Andy Cheung will join AAON on April 20, 2026, as its Executive Vice President and Chief Financial Officer. In this role, Cheung will be responsible for overseeing all financial operations and investment strategy to support the Company’s rapidly growing business and reinforce financial discipline as it scales. Cheung most recently served as Executive Vice President and CFO at Commercial Vehicle Group Inc. for the past three years. Previously, Cheung had spent more than 25 years in various senior financial leadership positions within the HVAC and automotive industries. Cheung holds an MBA from the University of Chicago.

“I’m excited to join the Company at an important time in its growth,” Cheung said. “Their focus on innovation and delivering high-quality, customer-driven solutions has created a strong foundation, and I look forward to partnering with the team to support its next phase of disciplined growth and value creation.”

Cheung will succeed AAON’s current CFO, Rebecca Thompson, as part of a well-planned leadership transition. Thompson will fill the role of Chief Accounting Officer, a position she previously held prior to becoming the Company’s CFO in 2021. Thompson will continue to leverage her expertise as a licensed certified public accountant and her deep knowledge of the Company’s systems and processes to strengthen financial reporting, governance, and the efficiency of accounting activities across the organization.

Luke Bomer joined the Company on April 1 in the newly created role of General Counsel. In this role, Bomer will support increased focus on governance, compliance, and risk management as the business continues to expand. An alumnus of the University of Tulsa College of Law, Bomer distinguished himself as an attorney at the Tulsa-based firm of Johnson & Jones for nearly two decades. He brings extensive expertise in corporate law, securities law, mergers and acquisitions, taxation, and charitable foundations. Bomer is also very familiar with AAON, having served as its outside counsel and corporate secretary since 2015.

“I am honored to join AAON during this exciting period of growth,” Bomer said. “I have had the pleasure of working with them for nearly 19 years during my tenure at Johnson & Jones. This experience has led to a deep admiration for their focus on innovation and unwavering commitment to its customers and team members. I look forward to partnering with the leadership team in this new role to facilitate disciplined execution and create long-term shareholder value.”

“I am very excited to add Andy and Luke to our team,” said President and CEO Matt Tobolski, “and for the refocusing of Rebecca’s expertise in service of our accounting functions. The opportunities ahead of us are immense, and we are confident that Andy, Luke, and Rebecca will strengthen our ability to execute with discipline, reinforce our governance framework, and deliver long-term value for our customers and shareholders.”

About AAON, Inc.

Founded in 1988, AAON, Inc. is a leader in HVAC solutions for commercial and industrial indoor environments. The Company’s industry-leading approach to design and manufacturing creates a premier ownership experience with greater efficiency, performance, and long-term value. AAON, Inc. is headquartered in Tulsa, Oklahoma, where its world-class innovation center and testing lab allow their engineers to continuously push boundaries and advance the industry. For more information, please visit www.aaon.com

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