5.
EARNINGS PER SHARE

The following table presents computations of basic and diluted earnings per share for Holdings under the two class method:

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2024

 

 

2025

 

Numerator:

 

 

 

 

 

 

 

 

 

Net income attributable to Cinemark Holdings, Inc.

 

$

188.2

 

 

$

309.7

 

 

$

138.2

 

Income allocated to participating share-based awards ⁽¹⁾

 

 

(3.3

)

 

 

(5.5

)

 

 

(1.6

)

Basic net income attributable to common stockholders

 

$

184.9

 

 

$

304.2

 

 

$

136.6

 

Add: Interest expense on convertible notes, net of tax

 

 

18.2

 

 

 

14.6

 

 

 

3.4

 

Add: Loss on warrants (2)

 

 

 

 

 

 

 

 

 

Diluted net income attributable to common stockholders

 

$

203.1

 

 

$

318.8

 

 

$

140.0

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

 

119.1

 

 

 

119.9

 

 

 

115.6

 

Common equivalent shares for performance stock units

 

 

0.9

 

 

 

2.2

 

 

 

2.5

 

Common equivalent shares for restricted stock units

 

 

 

 

 

 

 

 

0.1

 

Common equivalent shares for convertible notes ⁽³⁾

 

 

32.0

 

 

 

32.0

 

 

 

16.1

 

Common equivalent shares for warrants (2),(4)

 

 

 

 

 

0.8

 

 

 

 

Diluted weighted average shares outstanding

 

 

152.0

 

 

 

154.9

 

 

 

134.3

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share attributable to common stockholders

 

$

1.55

 

 

$

2.54

 

 

$

1.18

 

Diluted earnings per share attributable to common stockholders

 

$

1.34

 

 

$

2.06

 

 

$

1.04

 

(1)
For the years ended December 31, 2023, 2024 and 2025, a weighted average of approximately 2.1 shares, 2.1 shares and 1.4 shares of unvested restricted stock, respectively, are considered participating securities.
(2)
For the year ended December 31, 2025, diluted earnings per share excludes warrants, as they would be anti-dilutive when adjusting the basic net income attributable to common shareholders for the loss on warrants recorded during the period.
(3)
For the years ended December 31, 2023 and 2024, diluted earnings per share excludes the convertible note hedge transactions, as they would be anti-dilutive. See Convertible notes, hedges and warrants below for discussion of the convertible note hedge transactions as they relate to basic and diluted earnings per share for the year ended December 31, 2025.
(4)
For the year ended December 31, 2023, diluted earnings per share excludes the warrants, as they would be anti-dilutive since the strike price exceeded the average price of Holdings’ common stock during the period.

Share-based awards

Holdings considers its unvested restricted stock awards, which contain non-forfeitable rights to dividends, participating securities and includes such participating securities in its computation of earnings per share pursuant to the two-class method. Basic earnings per share for the two classes of stock (common stock and unvested restricted stock) is calculated by dividing net income by the weighted average number of shares of common stock and unvested restricted stock outstanding during the reporting period. Diluted earnings per share is calculated using the weighted average number of shares of common stock plus the potentially dilutive effect of common equivalent shares outstanding determined under both the two-class method and the treasury stock method. For the years ended December 31, 2023, 2024 and 2025, diluted earnings per share using the treasury stock method was less dilutive than the two-class method; as such, only the two-class method has been included above.

Convertible notes, hedges and warrants

The 4.50% Convertible Senior Notes, discussed further in Note 12, were dilutive in periods in which Holdings had net income through their August 15, 2025 maturity date. The impact of such dilution on earnings per share is calculated under the if-converted method, which requires that all of the shares of Holdings’ common stock issuable upon conversion of the 4.50% Convertible Senior Notes be included in the calculation of diluted earnings per share assuming conversion at the beginning of the reporting period. The if-converted value of the 4.50% Convertible Senior Notes is based on the weighted average closing price of Holdings’ common stock for the relevant reporting period. For the year ended December 31, 2025, diluted earnings per share includes the if-converted number of shares related

to the convertible notes through May 15, 2025, the date the Company provided irrevocable notice to the holders of the 4.50% Convertible Senior Notes of its election to settle the $460.0 principal amount of the 4.50% Convertible Senior Notes in cash and any amounts above the $460.0 principal amount in shares. After May 15, 2025 the diluted earnings per share calculation reflects an estimated number of shares to be issued for the amount owed above the $460.0 principal amount outstanding based on a volume-weighted average share price for the period from May 15, 2025 through August 15, 2025.

Holdings entered into hedge transactions with counterparties in connection with the issuance of the 4.50% Convertible Senior Notes during 2020. The convertible note hedge transactions covered, subject to anti-dilution adjustments substantially similar to those applicable to the 4.50% Convertible Senior Notes, the number of shares of Holdings’ common stock underlying the 4.50% Convertible Senior Notes, which initially gave Holdings the option to purchase approximately 32.0 shares of its common stock at a price of approximately $14.35 per share, which was adjusted to approximately 32.2 shares of its common stock at a price of $14.27 per share as a result of the dividends paid to stockholders on March 19, 2025 and June 12, 2025. This adjustment was implemented effective June 17, 2025, which was the first day of the observation period for settlements of conversion of the 4.50% Convertible Senior Notes at maturity. The hedge transactions matured and were settled on August 15, 2025. The Company received 16.2 shares of Holdings common stock from the hedge counterparties upon the maturity of the hedge transactions, which are reflected as treasury stock in Holdings’ consolidated balance sheet at December 31, 2025.

Concurrently with entering into the convertible note hedge transactions, Holdings also entered into warrant transactions whereby Holdings sold warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of Holdings’ common stock, which gave counterparties the option to purchase approximately 32.0 shares at a price of $22.08 per share, adjusted to approximately 32.2 shares at a price of $21.95 per share as a result of the dividends paid to stockholders on March 19, 2025 and June 12, 2025. The economic effect of these transactions was to effectively raise the strike price of the 4.50% Convertible Senior Notes to approximately $21.95 per share of Holdings’ common stock.

After August 15, 2025, the basic weighted average shares outstanding reflects the issuance of shares to settle the amount above the $460.0 principal amount of the 4.50% Convertible Senior Notes, fully offset by the shares received from the hedge counterparties related to the maturity of the hedge transactions discussed above. The basic weighted average shares outstanding after August 15, 2025 also reflects shares issued related to the settlement of warrants through December 31, 2025. See Note 12 for further discussion of the settlement of the hedge and warrant transactions.

Historical Timeline

Fiscal YearFiled
2025Feb 18, 2026Showing above
2024Feb 19, 2025
2023Feb 16, 2024
2022Feb 24, 2023
2021Feb 25, 2022
2020Feb 26, 2021
2019Feb 21, 2020
2018Feb 28, 2019
2017Feb 23, 2018
2016Feb 23, 2017
2015Feb 24, 2016

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.