AAON, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☑Filed by a Party other than the Registrant ☐

Check the appropriate box:

AAON, INC.

(Name of Registrant as Specified in its Charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Notice of 2026 Annual Meeting of Stockholders

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of AAON, Inc., a Nevada corporation (the

“Company”), will be held on Tuesday, May 12, 2026, at 10:00 A.M. (Local Time), at 2422 South Yukon Avenue, Tulsa, Oklahoma,

74107, for the following purposes, as more fully described in the accompanying proxy statement (“Proxy Statement”):

1. To elect three Class II Directors for terms ending in 2029;

2. To ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for 2026;

3. To approve (on a non-binding, advisory basis) the compensation of our named executive officers; and

4. To approve (on a non-binding, advisory basis) whether an advisory vote on named executive officer compensation

should occur once every one, two or three years;

5. To amend the Company's Articles of Incorporation to increase the maximum size of the board of directors; and

6. To transact such other business as may properly come before the meeting or any adjournment thereof.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER

MEETING TO BE HELD ONMay 12, 2026.

We have elected to take advantage of the Securities and Exchange Commission’s rules that allow us to furnish our proxy materials to

our stockholders over the internet. We believe electronic delivery will expedite the receipt of materials and, by printing and mailing a

smaller volume, will reduce the environmental impact of our annual meeting materials and help lower our costs. A Notice of Internet

Availability of Proxy Materials (the “Notice of Internet Availability”) is being mailed concurrently to our stockholders. The Notice of

Internet Availability contains instructions on how to access the Notice of Annual Meeting, Proxy Statement and Annual Report to

Stockholders online. You will not receive a printed copy of these materials unless you specifically request one. The Notice of Internet

Availability contains instructions on how to receive a paper copy of the proxy materials. It is important that your shares be

represented and voted at the meeting.

You may vote your shares in person at the meeting, by internet, by telephone or by completing, signing, dating and returning a proxy

card, which will be mailed to you if you request delivery of a full set of proxy materials.

Our Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

By Order of the Board of Directors

Luke A. Bomer

Secretary

Tulsa, Oklahoma

April 1, 2026

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