0000824142 false 0000824142 2025-05-29 2025-05-29
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): May 29, 2025
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 1.01 Entry into a Material Definitive Agreement.
On May 29, 2025 (the “Effective Date”), AAON, Inc., an Oklahoma corporation, AAON Coil Products, Inc., a Texas corporation, and BASX, Inc., an Oregon corporation, all wholly-owned subsidiaries of AAON, Inc., a Nevada corporation (collectively, the "Company"), entered into the Fifth Amendment to the Amended and Restated Loan Agreement (collectively, as amended, the "Amended Loan Agreement") with the following lenders: BOKF, NA dba Bank of Oklahoma, Wells Fargo Bank, National Association, U.S. Bank, National Association, Bank of America, National Association and Associated Bank, National Association (collectively, the "Lenders") with BOKF, NA dba Bank of Oklahoma as the administrative agent for the Lenders.
The Amended Loan Agreement increases the revolving commitment from $200.0 million to $500.0 million. The existing term loan under the agreement will be paid off as part of the Amended Loan Agreement. The new maturity date of the Amended Loan Agreement is May 27, 2030.
The foregoing description of the Amended Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Loan Agreement, which is incorporated herein by reference. A copy of the Amended Loan Agreement is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number |  | Description
99.1 |  | Fifth Amendment to Amended and Restated Loan Agreement
99.2 |  | Exhibit A to Fifth Amendment to Amended and Restated Loan Agreement
99.3 |  | Second Amended and Restated Revolving Note (BOKF, NA dba Bank of Oklahoma)
99.4 |  | Revolving Note (Associated Bank, National Association)
99.5 |  | Revolving Note (Bank of America, National Association)
99.6 |  | Second Amended and Restated Revolving Note (U.S. Bank, National Association)
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: | May 30, 2025 | By: | /s/ Luke A. Bomer
|  |  | Luke A. Bomer, Secretary