16.    EARNINGS PER COMMON SHARE

Earnings per common share was computed as follows (dollars and shares in millions, except per share amounts):
Year Ended December 31,
202520242023
Earnings per common share:
Net income attributable to Valero stockholders
$2,348 $2,770 $8,835 
Less: Income allocated to participating securities27 
Net income available to common stockholders
$2,341 $2,762 $8,808 
Weighted-average common shares outstanding309 322 353 
Earnings per common share
$7.57 $8.58 $24.93 
Earnings per common share – assuming dilution:
Net income attributable to Valero stockholders
$2,348 $2,770 $8,835 
Less: Income allocated to participating securities27 
Net income available to common stockholders
$2,341 $2,762 $8,808 
Weighted-average common shares outstanding
309 322 353 
Effect of dilutive securities
— — — 
Weighted-average common shares outstanding –
assuming dilution
309 322 353 
Earnings per common share – assuming dilution
$7.57 $8.58 $24.92 

Participating securities include restricted stock and performance awards granted under our 2020 OSIP. Dilutive securities include participating securities as well as outstanding stock options. For the years ended December 31, 2025, 2024, and 2023, we computed earnings per common share – assuming dilution using the two-class method for all dilutive securities.

Historical Timeline

Fiscal YearFiled
2025Feb 25, 2026Showing above
2024Feb 26, 2025
2023Feb 22, 2024
2022Feb 23, 2023
2021Feb 22, 2022
2020Feb 23, 2021
2019Feb 26, 2020
2018Feb 28, 2019
2017Feb 28, 2018

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.