Earnings (Loss) Per Share

3 Months Ended

Mar. 31, 2024

Note 16. Earnings (Loss) Per Share

We compute earnings (loss) per share attributable to common stock using the two-class method required for participating interests. Series 1 Redeemable Preferred Stock has preferential cumulative dividend rights. For each period presented, we increased net income (loss) by the contractual amount of dividends payable to holders of Series 1 Redeemable Preferred Stock.

Basic loss per share of common stock is computed by dividing net income (loss), adjusted for the impact of Series 1 Redeemable Preferred Stock dividends, by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings (loss) per share of common stock is computed by dividing net income, adjusted for the impact of Series 1 Redeemable Preferred Stock dividends, by the weighted average number of shares of common stock outstanding during the period plus amounts representing the dilutive effect of contingently issuable shares including PSU awards which require future service as a condition of delivery of the underlying common stock, RSUs, outstanding options, outstanding warrants and dilution resulting from the conversion of convertible notes, if applicable. The adjustment for convertible notes reflects the conversion price at the end of the reporting period. We excluded the effect of all potentially dilutive common stock elements from the denominator in the computation of diluted earnings (loss) per share in the periods where their inclusion would have been anti-dilutive.

The calculations of basic and diluted earnings (loss) per share were as follows:


	Three Months Ended March 31,
		2024		2023
Numerator:
Net income (loss)		$	88,043	$	(34,422)
Less: Redeemable preferred stock dividends		(10,079)		(9,968)
Net income (loss) attributable to common stockholders – basic		$	77,964	$	(44,390)
Plus: Dilutive effect of convertible notes, net(1)		(55,441)		—
Net income (loss) attributable to common stockholders – diluted(1)(2)		$	22,523	$	(44,390)
Denominator:
Weighted average common stock outstanding – basic		982,617,492		929,270,723
Effect of dilutive securities(2):
Convertible notes		47,845,642		—
Unvested RSUs		9,752,440		—
Common stock options		2,260,927		—
Weighted average common stock outstanding – diluted		1,042,476,501		929,270,723
Earnings (loss) per share – basic		$	0.08	$	(0.05)
Earnings (loss) per share – diluted		$	0.02	$	(0.05)

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(1)For the three months ended March 31, 2024, diluted earnings per share of $0.02 and diluted net income attributable to common stockholders of $22,523 exclude gain on extinguishment of debt, net of tax, associated with convertible note activity during the period, as well as interest expense incurred, net of tax, related to convertible notes due 2026.

(2)During the three months ended March 31, 2024 and March 31, 2023, 81.0 million and 194.8 million shares, respectively, were excluded from the computation of diluted earnings per share, as the effect would have been anti-dilutive.

The following table presents all potentially dilutive stock elements, and reflect the number of instruments outstanding at the end of the period.


	March 31,
	2024	2023
Common stock options	17,721,910	18,569,877
Common stock warrants	12,170,990	12,170,990
Unvested RSUs(1)	73,141,764	86,139,377
Unvested PSUs	14,913,609	18,073,029
Convertible notes(2)	22,841,631	53,538,000
Contingent common stock(3)	45,859	6,305,595

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(1)As of March 31, 2024, includes DSUs granted to non-employee directors. See Note 13. Share-Based Compensation for additional information.

(2)Represents the shares of common stock issuable upon conversion of all convertible notes at the conversion rate in effect at the date indicated. As of March 31, 2024, the 2026 convertible notes are potentially convertible into 22,841,631 shares of common stock, and there are no shares of common stock expected to be issued relating to the 2029 convertible notes, as there was no amount in excess of the expected cash redemption price which would require share settlement. See Note 9. Debt for additional information.

(3)Represents contingently returnable common stock in connection with the Technisys Merger, which consists of shares that continue to be held in escrow pending resolution of outstanding indemnification claims by SoFi. These shares were issued in 2022 and partially released in 2023. See Note 2. Business Combinations for additional information.