EARNINGS (LOSS) PER SHARE

Net income is allocated between the Company’s common shares and other participating securities based on their participation rights. The Series A Preferred Stock and Series B Preferred Stock represent participating securities. Earnings attributable to Series A Preferred Stock and Series B Preferred Stock are not included in earnings attributable to common shares in calculating earnings per common share (the two-class method). For periods of net loss, there is no impact from the two-class method on earnings per share (“EPS”) as net loss is allocated to common shares because Series A Preferred Stock and Series B Preferred Stock are not contractually obligated to share the loss.

The following table sets forth the computation of earnings per common share using the two-class method. The dilutive effect of outstanding Series A Preferred Stock, Series B Preferred Stock, the Series A Preferred Stock dividend, and the Series B Preferred Stock dividend is reflected in diluted EPS using the if-converted method and options, RSUs, PSUs and MSUs are reflected using the treasury stock method. For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, Series B Preferred Stock, RSUs, PSUs, MSUs, and stock options are anti-dilutive. (Amounts in millions, except share and per share amounts.)


	Year Ended December 31,
	2025		2024		2023
Basic and diluted loss per common share:
Net income	$	302	$	250	$	153
Less stock dividend attributable to Series A Preferred Stock	(590)		(95)		(270)
Less stock dividend attributable to Series B Preferred Stock	—		(7)		(44)
Less stock conversion of Series B Preferred Stock	—		(372)		—
Net loss attributable to common shareholders	$	(288)	$	(224)	$	(161)

Weighted-average shares outstanding - basic and diluted(1)	415,709,895		401,513,646		352,705,274
Loss per common share - basic and diluted	$	(0.69)	$	(0.56)	$	(0.46)

(1)The following items were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive:

a.For each of the years ended December 31, 2025, 2024, and 2023, 4,000,000 shares of Series A Preferred Stock, which are convertible to 6,000,000 common shares.

b.For the year ended December 31, 2023, 800,000 shares of Series B Preferred Stock which were convertible to 48,780,000 shares of common stock.

c.For the year ended December 31, 2023, 187,500 stock options to purchase the same number of common shares.

d.For the years ended December 31, 2025, 2024, and 2023, 15,212,810, 3,815,493, and 11,916,156 common share equivalents, respectively, which represent the dividend that the Series A Preferred Stock holders are entitled to receive. (See additional description in Note 19 – "Shareholders' Equity and Redeemable Convertible Preferred Stock.")

e.For the years ended December 31, 2025, 2024, and 2023, 1,389,471 RSUs and 2,029,988 PSUs; 1,361,018 RSUs, 1,758,312 PSUs, and 512,489 MSUs; and 1,356,516 RSUs, 2,478,030 PSUs, and 620,042 MSUs, respectively.

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.

APi Group Corp Earnings Per Share Disclosure

About Earnings Per Share Disclosures

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