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Fully diluted shares

Shares outstanding plus every share that could be created by options, warrants, restricted stock, and convertibles if all were exercised.

The diluted count is the honest denominator. It adds in employee-stock-options, unvested rsu grants, warrants, and shares that would appear on conversion of a convertible-bond. Companies report both basic and diluted eps; the gap between them is a measure of how much of the business future dilution will claim.

A gap under 2% is routine. A gap above 15% usually means heavy stock-based-compensation or a convertible overhang that will land on existing holders.

Example: 100M shares outstanding, 9M options, 4M RSUs, and a convertible that turns into 7M shares. Fully diluted is 120M. A $240M profit is $2.40 basic but $2.00 diluted, a 17% difference.

Related: employee-stock-options, convertible-bond, eps

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