HERITAGE COMMERCE CORPHTBK

HERITAGE COMMERCE CORP Earnings Per Share Disclosure

10-KFiled Mar 9, 20262 min read
Shareholders’ Equity and Earnings Per Share
Share Repurchase Program – At December 31, 2025, the Company was authorized to repurchase up to $30,000,000 of the Company’s shares of its issued and outstanding common stock under a share repurchase program (the “Repurchase Program”) adopted by the Board of Directors (the "Board") in July 2024, as amended on October 23, 2025. The repurchase program is in effect through October 31, 2026. Under the Repurchase Program, the Company is authorized
to purchase its common stock from time-to-time in open market transactions, made pursuant to Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The actual timing, price, value and amount of any repurchases under the Repurchase Program will depend on various factors, including the market price of the Company’s common stock, trading volume, general market conditions and other corporate and economic considerations, including the best interests of our shareholders. For the year ended December 31, 2025, the Company repurchased 439,187 shares of its common stock with a weighted average price of $9.22 per share for a total of $4,049,000. At December 31, 2025, the remaining capacity under the Repurchase Program was $25,951,000.
Earnings Per Share – Basic earnings per common share is computed by dividing net income, less dividends and discount accretion on preferred stock, by the weighted average common shares outstanding. Diluted earnings per share reflect potential dilution from outstanding stock options using the treasury stock method. There were 1,363,444 weighted average stock options for the year ended December 31, 2025, considered to be antidilutive and excluded from the computation of diluted earnings per share. There were no weighted average RSUs outstanding for the year ended December 31, 2025 considered to be antidilutive and excluded from the computation of diluted earnings per shares. There were 1,571,756 weighted average stock options for the year ended December 31, 2024, considered to be antidilutive and excluded from the computation of diluted earnings per share. There were 5,823 weighted average RSUs outstanding for the year ended December 31, 2024, considered to be antidilutive and excluded from the computation of diluted earnings per share. There were 1,655,654 weighted average stock options for the year ended December 31, 2023, considered to be antidilutive and excluded from the computation of diluted earnings per share. A reconciliation of these factors used in computing basic and diluted earnings per common share is as follows:

Year Ended December 31,
202520242023
(Dollars in thousands, except per share amounts)
Net income$47,830 $40,528 $64,443 
Weighted average common shares outstanding
for basic earnings per common share61,407,52061,270,730 61,038,857 
Dilutive potential common shares294,575 256,642 272,461 
Shares used in computing diluted earnings per common share61,702,095 61,527,372 61,311,318 
Basic earnings per share$0.78 $0.66 $1.06 
Diluted earnings per share$0.78 $0.66 $1.05 

Historical Timeline

Fiscal YearFiled
2025Mar 9, 2026Showing above
2024Mar 10, 2025
2023Mar 11, 2024
2022Mar 9, 2023
2021Mar 4, 2022
2020Mar 5, 2021
2019Mar 11, 2020
2018Mar 14, 2019
2017Mar 16, 2018
2016Mar 3, 2017
2015Mar 7, 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.

Other Available Disclosures

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