AMERICAN STATES WATER COAWR
AMERICAN STATES WATER CO Earnings Per Share Disclosure
Earnings Per Share and Capital Stock
In accordance with the accounting guidance for participating securities and earnings per share (“EPS”), Registrant uses the “two-class” method of computing EPS. The “two-class” method is an earnings allocation formula that determines EPS for each class of common stock and participating security. AWR has participating securities related to restricted stock units that earn dividend equivalents on an equal basis with AWR’s Common Shares, and that have been issued under AWR’s stock incentive plans for employees and non-employee directors stock plans. In applying the “two-class” method, undistributed earnings are allocated to both Common Shares and participating securities.
The following is a reconciliation of Registrant’s net income and weighted average Common Shares outstanding used to calculate basic EPS:
| Basic: | For The Years Ended December 31, | |||||||||||||||||||
| (in thousands, except per share amounts) | 2025 | 2024 | 2023 | |||||||||||||||||
| Net income | $ | 130,442 | $ | 119,268 | $ | 124,921 | ||||||||||||||
| Less: impact from participating securities | 455 | 419 | 372 | |||||||||||||||||
| Total income available to common shareholders | $ | 129,987 | $ | 118,849 | $ | 124,549 | ||||||||||||||
| Weighted average Common Shares outstanding, basic | 38,550 | 37,464 | 36,976 | |||||||||||||||||
| Basic earnings per Common Share | $ | 3.37 | $ | 3.17 | $ | 3.37 | ||||||||||||||
Diluted EPS is based upon the weighted average number of Common Shares, including both outstanding shares and shares potentially issuable in connection with restricted stock units granted under AWR’s stock incentive plans for employees and directors, and net income.
The following is a reconciliation of Registrant’s net income and weighted average Common Shares outstanding used to calculate diluted EPS:
| Diluted: | For The Years Ended December 31, | |||||||||||||||||||
| (in thousands, except per share amounts) | 2025 | 2024 | 2023 | |||||||||||||||||
| Common shareholders earnings, basic | $ | 129,987 | $ | 118,849 | $ | 124,549 | ||||||||||||||
| Undistributed earnings for dilutive stock options and restricted stock units | 194 | 183 | 189 | |||||||||||||||||
| Total common shareholders earnings, diluted | $ | 130,181 | $ | 119,032 | $ | 124,738 | ||||||||||||||
| Weighted average Common Shares outstanding, basic | 38,550 | 37,464 | 36,976 | |||||||||||||||||
Stock-based compensation (1) | 123 | 119 | 101 | |||||||||||||||||
| Weighted average Common Shares outstanding, diluted | 38,673 | 37,583 | 37,077 | |||||||||||||||||
| Diluted earnings per Common Share | $ | 3.37 | $ | 3.17 | $ | 3.36 | ||||||||||||||
(1) In applying the treasury stock method of reflecting the dilutive effect of outstanding stock-based compensation in the calculation of diluted EPS, 145,015, 144,799 and 115,684 restricted stock units, including performance awards to officers of AWR, at December 31, 2025, 2024 and 2023, respectively, were deemed to be outstanding in accordance with accounting guidance on earnings per share.
On February 27, 2024, AWR entered into an Equity Distribution Agreement with third-party sales agents, under which AWR, may offer and sell its Common Shares, from time to time at its sole discretion, through an at-the-market (“ATM”) offering program having an aggregate gross offering price of up to $200 million over a three-year period and pursuant to AWR’s effective shelf registration statement on Form S-3. AWR intends to use the net proceeds from these sales, after deducting commissions on such sales and offering expenses, for general corporate purposes, including, but not limited to, repayment of debt and equity contributions to its subsidiaries. During 2025 and 2024, AWR sold 903,769 and 1,145,219 Common Shares, respectively, through its ATM offering program and raised proceeds of $67.3 million, net of approximately $1.0 million in commissions paid and $89.5 million, net of $1.4 million in commissions paid, respectively, under the terms of the Equity Distribution Agreement. AWR also incurred $0.4 million and $0.8 million of other expenses during the twelve months ended December 31, 2025 and 2024, respectively, which was primarily legal and other costs to support this ATM offering program. As of December 31, 2025, approximately $40.7 million remained available for sale under the ATM offering program.
During the years ended December 31, 2025, 2024 and 2023, AWR issued Common Shares totaling 27,674, 25,196 and 18,371, respectively, under AWR’s employee stock incentive plans and the non-employee directors’ plans. During 2025, 2024 and 2023, there were no cash proceeds received by AWR as a result of the exercise of stock options. AWR has not issued any Common Shares during 2025, 2024 and 2023 under AWR’s Common Share Purchase and Dividend Reinvestment Plan (“DRP”) and the 401(k) Plan. Shares reserved for the 401(k) Plan are in relation to AWR’s matching contributions and investment by participants. As of December 31, 2025, there were 1,055,948 and 387,300 Common Shares authorized for issuance directly by AWR but unissued under the DRP and the 401(k) Plan, respectively.
AWR is also authorized to issue 150,000 shares of preferred stock at no par value. As of December 31, 2025, there were no shares of preferred stock issued or outstanding.
During 2025, 2024 and 2023, GSWC issued 4.6250, 2.7586 and one common shares to AWR for total proceeds of approximately $62.0 million, $40.0 million and $10.0 million, respectively. Proceeds from the stock issuances were used to pay down outstanding borrowings under its revolving credit facility and to fund its operations and capital expenditures.
During the years ended December 31, 2025, 2024 and 2023, AWR and GSWC made payments to taxing authorities on employees’ behalf for shares withheld related to net share settlements. These payments are included in the stock-based compensation caption of the statements of equity. GSWC’s outstanding common shares are owned entirely by its parent, AWR. To the extent GSWC does not reimburse AWR for stock-based compensation awarded under various stock compensation plans, such amounts increase the value of GSWC’s common shareholder’s equity.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 22, 2021 | |
| 2019 | Feb 24, 2020 | |
| 2018 | Feb 25, 2019 | |
| 2017 | Feb 26, 2018 | |
| 2016 | Feb 23, 2017 | |
| 2015 | Feb 24, 2016 | |
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.