CHAIN BRIDGE BANCORP INCCBNA

CHAIN BRIDGE BANCORP INC Earnings Per Share Disclosure

10-KFiled Mar 20, 20262 min read
Earnings Per Share
The Company’s stock is comprised of two classes: Class A Common Stock and Class B Common Stock. Except in regard to voting and conversion rights, the rights of Class A Common Stock and Class B Common Stock are identical, and the classes rank equally and share ratably with regard to all other matters. Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. Because Class A Common Stock and Class B Common Stock share in earnings equally, any potential conversions of Class B Common Stock to Class A Common Stock do not have a dilutive impact.
On October 3, 2024, 26,876 existing shares of Old Common Stock held by the company’s pre-IPO investors were reclassified into 4,568,920 shares of Class B Common Stock. In connection with the IPO, the Company issued 1,850,000 shares of Class A Common Stock on October 7, 2024 and 142,897 shares of Class A Common Stock on November 1, 2024. Additional information regarding the stock Reclassification and the IPO is described in Note 2, “Capital Structure.”
When declared by the Company’s Board of Directors, holders of Class A Common Stock and Class B Common Stock are entitled to receive dividends equally and ratably on a per-share basis. The Company did not pay dividends to any stockholder during the years ended December 31, 2025 or 2024.
Under the two-class method, earnings available to common stockholders are allocated ratably on a per-share basis between Class A Common Stock and Class B Common Stock. The table below provides a reconciliation of the combined Class A and Class B Common Stock numerators and denominators of the earnings per share computations (dollars in thousands, except per share data). The number of basic and diluted shares are the same because there are no potentially dilutive instruments.

Year Ended
December 31,December 31,
20252024
Net Income$20,237 $20,949 
Dividends declared on common stock
Class A Common Stock— — 
Class B Common Stock— — 
Undistributed net income for basic and diluted earnings per share$20,237 $20,949 
Weighted average shares outstanding
Class A Common Stock3,153,251 584,728 
Class B Common Stock3,408,566 4,437,196 
Weighted average shares outstanding, basic and dilutive6,561,817 5,021,924 

Year Ended
December 31,December 31,
20252024
Earnings per common share, basic and diluted
Class A Common Stock
Per share dividends distributed$— $— 
Undistributed earnings per share43.08 4.17 
Total basic and diluted earnings per share - Class A Common Stock$3.08 $4.17 
Class B Common Stock
Per share dividends distributed$— $— 
Undistributed earnings per share4
3.08 4.17 
Total basic and diluted earnings per share - Class B Common Stock$3.08 $4.17 

Historical Timeline

Fiscal YearFiled
2025Mar 20, 2026Showing above
2024Mar 21, 2025

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.

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