Freshpet, Inc.FRPT

Freshpet, Inc. Earnings Per Share Disclosure

10-KFiled Feb 23, 20262 min read
Net Income (Loss) Per Share Attributable to Common Stockholders:
Basic net income (loss) per share of common stock is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) per share of common stock is computed by giving effect to all potentially dilutive securities. For the purpose of determining diluted earnings per common share, the treasury stock method is used for stock options, warrants, and RSUs, and the if-converted method is used for convertible instruments such as convertible debt as prescribed in ASC Topic 260 ("ASC 260"). In conjunction with the issuance of the $402.5 million Convertible Notes in March 2023, the Company used $66.2 million of the proceeds to purchase capped call instruments. In accordance with ASC 260, antidilutive contracts, such as purchased put options and purchased call options are excluded from the computation of diluted net income (loss) per share. Accordingly, any potential impact resulting from capped call transactions is excluded from our computation of diluted net income (loss) per share.
For the year ended December 31, 2025, and 2024, diluted net income per share attributable to common stockholders is shown below. For the year ended December 31, 2023, diluted net loss per common share is the same as basic net loss per common share, due to the fact that potentially dilutive securities would have an antidilutive effect as the Company incurred a net loss in that period.
Year Ended
December 31,
20252024
Net Income Attributable to Common Stockholders, Basic$139,137 $46,925 
Convertible Notes - Interest Expense, net8,838 — 
Net Income Attributable to Common Stockholders, Diluted$147,975 $46,925 
Weighted Average Common Shares Outstanding, Basic48,80048,487
Service Period Stock Options506 673 
Restricted Stock Units283 271 
Performance Stock Options672 824 
Convertible Notes - Potential Common Shares5,776 — 
Weighted Average Common Shares Outstanding, Diluted56,03750,255
Basic Net Income per Share$2.85 $0.97 
Diluted Net Income per Share$2.64 $0.93 
The potentially dilutive securities excluded from the determination of diluted income per share, as their effect is antidilutive, are as follows (in thousands):
Year Ended
December 31,
202520242023
Service Period Stock Options——1,163
Restricted Stock Units——372
Performance Stock Options——1,109
Convertible Notes—5,7765,776
Total—5,7768,420

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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