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Stockholders' Equity
 9 Months Ended
Sep. 30, 2023
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders’ Equity
Stock Repurchases
The Board has authorized one active stock repurchase program for the Company. The Company may purchase shares on the open market from time to time. 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.
Our open market repurchase programs are as follows:
Effective DateAuthorized Repurchase $Expiration Date
March 13, 2020$20 millionNovember 9, 2022
November 3, 2022$50 million
** 1, 2
1 Expiration Date is at Board's discretion. The Company is authorized to effectuate repurchases of the Company's common stock on terms and conditions approved in advance by the Board.
2 As of September 30, 2023, there is approximately $25.0 million remaining under the current stock repurchase program.
The Company repurchases shares of AAON, Inc. 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.
Lastly, the Company also had a stock repurchase arrangement by which employee-participants in our 401(k) savings and investment plan were entitled to have shares in AAON, Inc. stock in their accounts sold to the Company. The 401(k) Plan was amended in June 2022 to discontinue this program. No additional shares have been purchased by the Company under this arrangement since June 2022.
Our repurchase activity is as follows:
Nine Months Ended
September 30, 2023September 30, 2022
(in thousands, except share and per share data)
Program
Shares1
Total $
$ per share1
Shares1
Total $
$ per share1
Open market402,873 $25,009 $62.08 53,218 $2,030 $38.14 
401(k)— — — 155,904 5,913 37.93 
Employees20,218 1,202 59.45 24,889 978 39.29 
Total
423,091 $26,211 $61.95 234,011 $8,921 $38.12 
1 Reflects three-for-two stock split effective August 16, 2023.
Our repurchase activity since Company inception, including our current authorized stock repurchase programs, are as follows:

Inception toSeptember 30, 2023
(in thousands, except share and per share data)
Program
Shares1
Total $
$ per share1
Open market6,893,924 $106,625 $15.47 
401(k)12,462,552 171,789 13.78 
Directors and employees3,087,651 24,562 7.95 
Total
22,444,127 $302,976 $13.50 
1 Reflects three-for-two stock split effective August 16, 2023.
Cash Dividends
At the discretion of the Board, we pay cash dividends. Board approval is required to determine the date of declaration and amount for each cash dividend payment.
Our recent cash dividends are as follows:
Declaration Date1
Record DatePayment Date
Dividend
per Share2
 Annualized Dividend
per Share2
May 18, 2022June 3, 2022July 1, 2022$0.13$0.26
November 8, 2022November 28, 2022December 16, 2022$0.16$0.32
March 1, 2023March 13, 2023March 31, 2023$0.08$0.32
May 18, 2023June 9, 2023June 30, 2023$0.08$0.32
August 18, 2023September 8, 2023September 29, 2023$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.
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). Cash was paid in lieu of fractional shares (approximately $0.5 million). All share and per share information has been updated to reflect the effects of this stock split. The retroactive effect of the stock split resulted in an approximately $0.1 million reclass between common stock and retained earnings within stockholders' equity on the consolidated balance sheet.
Contingent Shares Issued in BASX Acquisition
As discussed above, the Company declared a three-for-two stock split effective August 16, 2023. All share and per share information has been updated to reflect the effect of this stock split.
In December 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 is payable in approximately 1.56 million shares of the Company's common stock, par value $0.004 per share. 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. 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. As of September 30, 2023, 0.58 million shares 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.