aaon-20220527

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 27, 2022

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 27, 2022 (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 (the "Company"), entered into the First Amendment to the Amended and Restated Loan Agreement (collectively, the "Amended Loan Agreement") with the following lenders: BOKF, NA dba Bank of Oklahoma, JPMorgan Chase Bank, N.A., and U.S. Bank, N.A. (collectively, the "Lenders") with BOKF, NA dba Bank of Oklahoma as the administrative agent for the Lenders.

The Amended Loan Agreement provides for a $200 million revolving credit facility with the Lenders from the Effective Date with a maturity date on May 27, 2027, and amends the prior $100 million Amended and Restated Loan Agreement with BOKF, NA dba Bank of Oklahoma dated November 24, 2021.

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 8.01 Other Events.

With available funds provided by the Amended Loan Agreement, on May 31, 2022, the Company completed the purchase of the principal real property and improvements utilized by BasX, Inc. for $22.0 million (previously announced on November 18, 2021), subject to customary closing conditions and adjustments.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Description

99.1						First Amendment to the Amended and Restated Loan Agreement, dated May 27, 2022.

99.2						Promissory Note (BOKF, NA dba Bank of Oklahoma), dated May 27, 2022.

99.3						Promissory Note (JPMorgan Chase Bank, N.A.), dated May 27, 2022.

99.4						Promissory Note (U.S. Bank, N.A.), dated May 27, 2022.

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:	June 1, 2022	By:	/s/ Luke A. Bomer
			Luke A. Bomer, Secretary

AAON Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits