Unregistered Sales of Equity and Securities and Use of Proceeds.
+Added: Stock Repurchases
The Company may repurchase AAON, Inc.
stock on the open market from time to time.
−Removed: From inception through September 30, 2022, we have repurchased a total of approximately 4.2 million shares (at current market prices) under the various open market stock buyback programs for an aggregate price of $76.8 million, or an average price of $18.12 per share.
+Added: From inception through March 31, 2023, we have repurchased a total of approximately 4.3 million shares (at current market prices) under the various open market stock buyback programs for an aggregate price of $81.6 million, or an average price of $18.86 per share.
The Board must authorize the timing and amount of these purchases and all repurchases are in accordance with the rules and regulations of the SEC allowing the Company to repurchase shares from the open market.
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The current repurchase plan will expire at the Board of Directors discretion.
−Removed: On July 1, 2005, we entered into a stock repurchase arrangement by which employee-participants in our 401(k) savings and investment plan are entitled to have shares of AAON, Inc.
−Removed: stock in their accounts sold to the Company.
−Removed: The maximum number of shares to be repurchased is contingent upon the number of shares sold by employees.
−Removed: From inception through September 30, 2022, we repurchased approximately 8.3 million shares (at current market prices) for an aggregate price of $171.8 million, or an average price of $20.68 per share.
−Removed: The 401(k) stock repurchase arrangement was discontinued in June 2022.
−Removed: Lastly, the Company repurchases shares of AAON, Inc.
−Removed: stock from certain of its directors and employees for payment of statutory tax withholdings on stock transactions.
+Added: The Company repurchases shares of AAON, Inc.
+Added: stock from employees for payment of statutory tax withholdings on stock transactions.
All other repurchases from directors or employees are contingent upon Board approval.
All repurchases are done at current market prices.
−Removed: From inception through September 30, 2022, we repurchased approximately 2.0 million shares (at current market prices) for an aggregate price of $23.3 million, or an average price of $11.41 per share.
−Removed: Repurchases during the third quarter of 2022 were as follows:
+Added: From inception through March 31, 2023, we repurchased approximately 2.1 million shares (at current market prices) for an aggregate price of $24.4 million, or an average price of $11.86 per share.
+Added: Lastly, the Company also had a stock repurchase arrangement by which employee-participants in our 401(k) Plan were entitled to have shares of AAON, Inc.
+Added: stock in their accounts sold to the Company.
+Added: The 401(k) Plan was amended in June 2022 to discontinue this program.
+Added: From inception through March 31, 2023, we repurchased approximately 8.3 million shares (at current market prices) for an aggregate price of $171.8 million, or an average price of $20.68 per share.
+Added: Repurchases during the first quarter of 2023 were as follows:
ISSUER PURCHASES OF EQUITY SECURITIES
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Plans or Programs
−Removed: July 2022 154 $ 58.58 154 —
−Removed: August 2022 213 61.42 213 —
−Removed: September 2022 35,479 57.22 35,479 —
+Added: January 2023 711 $ 75.25 711 —
+Added: February 2023 711 77.24 711 —
+Added: March 2023 10,251 89.87 10,251 —
Total 11,673 $ 88.24 11,673 —
−Removed: Under the membership interest purchase agreement ("MIPA Agreement") entered into for the acquisition of BasX, LLC ("BasX," Note 3), we committed to $78.0 million in the aggregate of contingent consideration to the former owners of BasX, which is payable in approximately 1,037,000 shares of the Company's stock, par value $0.004 per share.
+Added: Contingent Shares Issued in BASX Acquisition
+Added: In December 2021, we closed on the acquisition of BASX.
+Added: Under the MIPA Agreement, we committed to $78.0 million in the aggregate of contingent consideration to the former owners of BASX, which is payable in approximately 1,037,000 shares of the Company's common stock, par value $0.004 per share.
+Added: The shares do not accrue dividends.
Under the MIPA Agreement, the potential future issuance of the shares is contingent upon BASX meeting certain post-closing earn-out milestones during each of the years ended 2021, 2022, and 2023.
−Removed: As of September 30, 2022, 486,268 shares related to the year ended 2021 earn-out milestone had been issued to the former owners of BasX as part of a private placement exempt from registration with the SEC under Rule 506(b).
−Removed: No additional shares have been issued as of November 3, 2022.
+Added: Based on the final allocation of the consideration paid, we estimated the fair value of contingent consideration related to these shares to be approximately $60.0 million, which is included in additional paid-in capital on the consolidated balance sheets.
+Added: As of March 31, 2023, 389,013 shares and 486,268 shares related to the earn-out milestones for the years ended 2022 and 2021, respectively, have been issued to the former owners of BASX as private placements exempt from registration with the SEC under Rule 506(b), which are included in common stock on the consolidated statements of stockholders' equity.
+Added: No additional shares have been issued as of May 2, 2023.
Defaults Upon Senior Securities.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.