Earnings Per Share

12 Months Ended

Dec. 31, 2024

Basic and diluted earnings (loss) per share is calculated based on the weighted-average number of shares outstanding in each period and dilutive stock options, unvested shares and warrants, to the extent such securities exist and have a dilutive effect on earnings (loss) per share. A reconciliation of the numerator and denominator of basic and diluted earnings (loss) per share follows (dollars in millions, except per share amounts; shares in thousands):


	Year Ended December 31,
		2024		2023		2022

Numerator:
Net loss attributable to Surgery Partners, Inc.		$	(168.1)	$	(11.9)	$	(54.6)



Denominator:
Weighted average common shares outstanding:
Basic		126,122		125,613		91,952
Diluted (1)		126,122		125,613		91,952

Net loss per share attributable to common stockholders:
Basic		$	(1.33)	$	(0.09)	$	(0.59)
Diluted (1)		$	(1.33)	$	(0.09)	$	(0.59)

Dilutive securities outstanding not included in the computation of diluted loss per share as their effect is antidilutive:
Stock options		1,133		1,246		1,459
Restricted shares		372		263		679

(1)The impact of potentially dilutive securities for all periods was not considered because the effect would be anti-dilutive.

Public Offerings

On November 21, 2022, the Company effected a public offering of 23,469,388 shares (the “November 2022 Firm Shares”) of the Company’s common stock, $0.01 par value per share, at a price to the public of $24.50 per share. In addition, the Company granted the underwriters an option to purchase up to an additional 3,520,408 shares of common stock and undertook a concurrent private placement to sell up to 9,183,673 shares of common stock at the same price per share as the November 2022 Firm Shares. On November 23, 2022, the Company completed the public offering pursuant to which the Company sold 26,854,796 shares of common stock (including the November 2022 Firm Shares and 3,385,408 of the option shares), resulting in gross proceeds of $657.9 million. In connection with the offering, the Company incurred underwriting discounts, commissions and other related costs of $23.0 million, which were recognized as a direct reduction of proceeds received. On December 22, 2022, the Company completed the private placement pursuant to which the Company sold 9,183,673 shares of common stock, resulting in additional gross proceeds of $225.0 million.

Share Repurchase Authorization

On December 15, 2017, the Company's Board of Directors authorized a share repurchase program of up to $50.0 million of the Company's issued and outstanding common stock from time to time. The authorization does not have a specified expiration date, and the share repurchase program may be suspended, recommenced or discontinued at any time or from time to time without prior notice. At December 31, 2024, the Company had $46.0 million of repurchase authorization available under the December 2017 authorization. The authorization does not obligate the Company to repurchase any shares, and the Company does not intend to make further repurchases.