Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
−Removed: Market Information - Our common stock is quoted on the NASDAQ Global Select Market under the symbol “AAON”.
−Removed: As of the close of business on February 23, 2024, there were 1,030 holders of record of our common stock.
+Added: Market Information - Our common stock is quoted on the NASDAQ Global Select Market under the symbol “AAON.” As of the close of business on February 24, 2025, there were 1,271 holders of record of our common stock.
Dividends - At the discretion of the Board of Directors, we pay cash dividends.
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Declaration Date 1
−Removed: Record Date Payment Date per Share 2
+Added: Record Date Payment Date per Share per Share
May 18, 2022 June 3, 2022 July 1, 2022 $0.13 $0.26
November 8, 2022 November 28, 2022 December 16, 2022 $0.16 $0.32
−Removed: May 18, 2022 June 3, 2022 July 1, 2022 $0.13 $0.26
+Added: March 1, 2023 March 13, 2023 March 31, 2023 $0.08 $0.32
+Added: May 18, 2023 June 9, 2023 June 30, 2023 $0.08 $0.32
+Added: August 18, 2023 September 8, 2023 September 29, 2023 $0.08 $0.32
November 10, 2023 November 29, 2023 December 18, 2023 $0.08 $0.32
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1 Effective with the cash dividend declared on March 1, 2023 (paid on March 31, 2023), the Company moved from semi-annual cash dividends to quarterly cash dividends.
−Removed: 2 Reflects three-for-two stock split effective August 16, 2023.
Stock Split - On July 7, 2023, the Board of Directors declared a three-for-two stock split of the Company’s common stock to be paid in the form of a stock dividend.
Stockholders of record at the close of business on July 28, 2023, received one additional share for every two shares they held as of that date on August 16, 2023 (ex-dividend date August 17, 2023).
+Added: All share and per share information has been updated to reflect the effect of this stock split.
Share-Based Compensation Plans - The following is a summary of our share-based compensation plans as of December 31, 2024:
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The 2016 Long-Term Incentive Plan 2,857,578 $ 40.06 —
+Added: The 2024 Long-Term Incentive Plan 25,194 $ 88.51 2,714,799
Issuer Purchases of Equity Securities - Repurchases during the fourth quarter of 2024, which include repurchases from our employee repurchase program, were as follows:
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Total 4,463 $ 130.38 4,463 —
−Removed: Contingent Shares Issued in BASX Acquisition - On December 10, 2021, we closed on the acquisition of BASX (Note 4).
−Removed: 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 1.56 million shares of AAON stock, par value $0.004 per share.
−Removed: The shares do not accrue dividends.
−Removed: 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: 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.
−Removed: As of December 31, 2023, 0.58 million, and 0.73 million 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: Contingent Shares Issued in BASX Acquisition - On December 10, 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 was payable in approximately 1.56 million shares of AAON stock, par value $0.004 per share.
+Added: The shares did not accrue dividends.
+Added: Under the MIPA Agreement, the issuance of shares to the former owners of BASX was contingent upon BASX meeting certain post-closing earn-out milestones during each of the years ended 2021, 2022, and 2023.
+Added: In March 2024, we issued the remaining 0.2 million shares related to the earn-out milestone for the year ended 2023.
+Added: As a result of the shares issued in March 2024, the tax basis exceeded the book basis for consideration paid resulting in a deferred tax asset and an increase to additional paid-in capital of 6.4 million, respectively, on our consolidated balance sheet.
+Added: The deferred tax asset is expected to be amortized over fifteen years.
+Added: We previously issued 0.6 million shares and 0.7 million related to the earn-out milestones for the years ended 2022 and 2021, respectively.
+Added: All shares have been issued as private placements exempt from registration with the SEC under Rule 506(b) and are included in common stock on the consolidated statements of stockholders’ equity.
+Added: Authorized Shares Outstanding
+Added: An amendment to the Company’s Articles of Incorporation to increase its total authorized common shares from 100,000,000 to 200,000,000 was approved by our stockholders on May 21, 2024, at the Company’s Annual Meeting.
+Added: On July 9, 2024, a Certificate of Amendment was filed with the Nevada Secretary of State to effectuate the increase in authorized shares.
Rule 10b5-1 Trading Arrangements - The following table describes contracts, instructions, or written plans for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
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Wakefield November 23, 2022 Terminated May 17, 2023 95,788
−Removed: Vice President and Chief Operating Officer
+Added: Executive Vice President
Wakefield September 13, 2023 Terminated December 27, 2023 181,000
−Removed: Vice President and Chief Operating Officer
+Added: Executive Vice President
+Added: Thompson December 13, 2024 December 31, 2025 91,500
+Added: Chief Financial Officer
+Added: Insider Trading Arrangements and Policies - We have adopted an Insider Trading Policy, applicable to our directors, officers, employees and certain other persons, as well as the Company itself, that governs transactions in securities issued by the Company and we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NASDAQ listing standards.
+Added: The foregoing summary of our Insider Trading Policy is not complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached hereto as Exhibit 19.
Comparative Stock Performance Graph
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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.