Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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. Board approval is required to determine the date of declaration and amount for each cash dividend payment.
Our cash dividends for the three years ended December 31, 2024 are as follows:
Dividend Annualized Dividend
Declaration Date 1
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
March 1, 2023 March 13, 2023 March 31, 2023 $0.08 $0.32
May 18, 2023 June 9, 2023 June 30, 2023 $0.08 $0.32
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
March 5, 2024 March 18, 2024 March 29, 2024 $0.08 $0.32
May 24, 2024 June 7, 2024 June 28, 2024 $0.08 $0.32
August 15, 2024 September 6, 2024 September 27, 2024 $0.08 $0.32
November 13, 2024 November 29, 2024 December 19, 2024 $0.08 $0.32
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.
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). 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:
EQUITY COMPENSATION PLAN INFORMATION
Plan category (a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(b)
Weighted-average exercise price of outstanding options, warrants and rights
(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
The 2007 Long-Term Incentive Plan 75,099 $ 14.42 —
The 2016 Long-Term Incentive Plan 2,857,578 $ 40.06 —
The 2024 Long-Term Incentive Plan 25,194 $ 88.51 2,714,799
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Issuer Purchases of Equity Securities - Repurchases during the fourth quarter of 2024, which include repurchases from our employee repurchase program, were as follows:
ISSUER PURCHASES OF EQUITY SECURITIES
(a)
Total
Number
of Shares
(or Units
(b)
Average
Price
Paid
(Per Share
(c)
Total Number
of Shares (or
Units) Purchased
as part of
Publicly Announced
(d)
Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) that may yet be
Purchased under the
Period Purchased) or Unit) Plans or Programs Plans or Programs
October 2024 642 $ 112.72 642 —
November 2024 621 134.94 621 —
December 2024 3,200 133.04 3,200 —
Total 4,463 $ 130.38 4,463 —
Contingent Shares Issued in BASX Acquisition - On December 10, 2021, we closed on the acquisition of BASX. 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. The shares did not accrue dividends.
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. In March 2024, we issued the remaining 0.2 million shares related to the earn-out milestone for the year ended 2023. 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. The deferred tax asset is expected to be amortized over fifteen years. 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. 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.
Authorized Shares Outstanding
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. 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).
Name and Title of Director or Officer Date of Adoption of Arrangement Duration of the Arrangement Aggregate Number of Securities to be Purchased or Sold Pursuant to the Arrangement
Stephen E. Wakefield November 23, 2022 Terminated May 17, 2023 95,788
Executive Vice President
Stephen E. Wakefield September 13, 2023 Terminated December 27, 2023 181,000
Executive Vice President
Rebecca A. Thompson December 13, 2024 December 31, 2025 91,500
Chief Financial Officer
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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.
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
The following performance graph compares our cumulative total shareholder return for the Company’s common stock for the five-year period ending on December 31, 2024, compared to an overall stock market index (the NASDAQ Composite Index) and the Company’s peer group index (S&P 600 Capital Goods Industry Group Index). We believe the S&P 600 Capital Goods Industry Group Index best represents our relative peer group based on our current business and market capitalization. The graph assumes that $100 was invested at the close of trading December 31, 2019, with the reinvestment of dividends since that date. This table is not intended to forecast future performance of our Common Stock.
Company / Index 2019 2020 2021 2022 2023 2024
AAON, Inc. $ 100 $ 136 $ 163 $ 155 $ 230 $ 367
NASDAQ Composite Index $ 100 $ 145 $ 177 $ 119 $ 173 $ 224
S&P 600 Capital Goods Industry Group Index $ 100 $ 116 $ 145 $ 139 $ 192 $ 226
This stock performance graph is not deemed to be “soliciting material” or otherwise be considered to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 (Exchange Act) or to the liabilities of Section 18 of the Exchange Act, and should not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.
Item 6. Reserved.
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