CLOVER HEALTH INVESTMENTS, CORP. /DECLOV

CLOVER HEALTH INVESTMENTS, CORP. /DE Earnings Per Share Disclosure

10-KFiled Feb 27, 20262 min read
Net Loss per Share
Basic and diluted net loss per share from continuing operations attributable to Class A common stockholders and Class B common stockholders (collectively, "Common Stockholders") for the years indicated were calculated as follows:
Year ended December 31,
202520242023
(in thousands, except for per share and share amounts)
Numerator:
Net loss from continuing operations attributable to common stockholders
$(85,549)$(46,266)$(210,148)
Net income (loss) from discontinued operations attributable to common stockholders— 3,257 (3,213)
Denominator:
Weighted average number of common shares and common share equivalents outstanding, basic and diluted
511,967,146 490,018,730 482,176,127 
Basic and diluted loss per share from continuing operations
$(0.17)$(0.09)$(0.44)
Basic and diluted earnings (loss) per share from discontinued operations$— $0.01 $(0.01)
For all periods presented, the Company had net loss from continuing operations attributable to Common Stockholders. As a result, the Company's potentially dilutive securities, which include Options, RSUs, and PRSUs, have been excluded from the computation of diluted net loss per share from continuing operations, as the effect would be anti-dilutive. Therefore, during these periods, the diluted common shares outstanding equals the average common shares outstanding.
The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock:
Year ended December 31,
202520242023
Options to purchase common stock
23,764,258 24,269,793 24,994,653 
RSUs42,953,954 55,731,587 56,928,405 
PRSUs27,523,030 29,151,407 32,131,532 
Total potentially dilutive shares excluded from computation of net loss per share
94,241,242 109,152,787 114,054,590 
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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.

Other Available Disclosures

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