National Bank Holdings Corp Earnings Per Share Disclosure
Note 17 Earnings Per Share
The Company calculates earnings per share under the two-class method, as certain non-vested share awards contain non-forfeitable rights to dividends. As such, these awards are considered securities that participate in the earnings of the Company. Non-vested shares are discussed further in note 16.
The Company had 37,772,516 and 38,054,482 shares of Class A common stock outstanding as of December 31, 2025 and 2024, respectively, excluding issued but unvested restricted shares. Certain stock options and non-vested restricted shares are potentially dilutive securities, but are not included in the calculation of diluted earnings per share because to do so would have been anti-dilutive for 2025, 2024 and 2023.
The following table illustrates the computation of basic and diluted earnings per share for 2025, 2024 and 2023:
For the years ended | |||||||||
2025 | 2024 | 2023 | |||||||
Net income | $ | 109,574 | $ | 118,815 | $ | 142,048 | |||
Less: income allocated to participating securities | (880) | (327) | (243) | ||||||
Income allocated to common shareholders | $ | 108,694 | $ | 118,488 | $ | 141,805 | |||
Weighted average shares outstanding for basic earnings per common share | 37,964,059 | 38,212,304 | 37,937,579 | ||||||
Dilutive effect of equity awards | 126,955 | 206,822 | 173,629 | ||||||
Weighted average shares outstanding for diluted earnings per common share | 38,091,014 | 38,419,125 | 38,111,208 | ||||||
Basic earnings per share | $ | 2.86 | $ | 3.10 | $ | 3.74 | |||
Diluted earnings per share | 2.85 | 3.08 | 3.72 | ||||||
The Company had 541,472, 563,992 and 755,546 outstanding stock options to purchase common stock at weighted average exercise prices of $32.92, $32.90 and $30.95 per share at December 31, 2025, 2024 and 2023, respectively, which have time-vesting criteria, and as such, any dilution is derived only for the timeframe in which the vesting criteria had been met and where the inclusion of those stock options is dilutive. The Company had 212,513, 198,264 and 171,782 unvested restricted shares and PSUs issued as of December 31, 2025, 2024 and 2023, respectively, which have performance, market and/or time-vesting criteria, and as such, any dilution is derived only for the timeframe in which the vesting criteria had been met and where the inclusion of those units is dilutive.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 26, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2016 | Feb 24, 2017 | |
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.