Global Business Travel Group, Inc.GBTG

Global Business Travel Group, Inc. Earnings Per Share Disclosure

10-KFiled Mar 7, 20253 min read
Loss per share
Basic loss per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted loss per share is based on the average number of shares of Class A Common Stock used for the basic loss per share calculation, adjusted for the dilutive effect of (i) stock options and RSUs using the “treasury stock” method, and (ii) Class B Common Stock, using the “if converted” method, for the period they were outstanding.
As discussed in note 17 – Earnout Derivative Liabilities, the Company has issued and outstanding approximately 23 million of earnout shares, which are subject to forfeiture if the achievement of certain stock price thresholds are not met. In accordance with ASC 260, “Earnings Per Share,” earnout shares are excluded from weighted-average shares outstanding to calculate basic loss per share as they are considered contingently issuable shares due to their potential forfeiture. Earnout shares will be included in weighted-average shares outstanding to calculate basic earnings (loss) per share as of the date their stock price thresholds are met and they are no longer subject to forfeiture. Additionally, dividends accrued on earnout shares, if any, will be forfeited if the pricing thresholds for earnout shares are not met during the specified time period.
The Company’s basic loss per share for the year ended December 31, 2022 is based on results for the period from the date of the Business Combination, May 27, 2022 to December 31, 2022, the period where the Company had loss attributable to Class A Common Stock stockholders. The Company’s diluted loss per share for the year ended December 31, 2022 is based on the results of operations for the year. This is because the numerator calculated for basic loss per share adjusts for the results of operations that are attributable to the Class B Common Stock stockholders who are also the Continuing JerseyCo Owners of GBT JerseyCo (which is a predecessor to GBTG). The Company analyzed the calculations of net loss per share for periods prior to the Business Combination and determined that the values would not be meaningful to the users of these consolidated financial statements as it did not represent equity structure post Business Combination transaction.
As the Company has incurred net loss during the years ended December 31, 2024, 2023 and 2022, the Company has excluded (i) 13 million of stock options and 25 million of RSUs for the year ended December 31, 2024 (ii) 20 million of stock options and 24 million of RSUs for the year ended December 31, 2023 and (iii) 36 million of stock options and 11 million of RSUs for the year ended December 31, 2022, from the calculation of diluted loss per share as their inclusion would have resulted in anti-dilutive effect on loss per share.
The following table reconciles the numerators and denominators used in the computation of basic and diluted loss per share from continuing operations:
(in $ millions, except share and per share data)202420232022
Numerator – Basic and diluted loss per share: 
Net loss attributable to the Company’s Class A common stockholders (A)$(138)$(63)$(25)
Add: Net loss attributable to non-controlling interests in subsidiaries
— (73)(204)
Net loss attributable to the Company’s Class A common stockholders – Diluted (B)$(138)$(136)$(229)
Denominator – Basic and diluted weighted average number of shares outstanding:
Weighted average number of Class A Common Stock outstanding – Basic (C)462,695,229251,645,49851,266,570
Assumed conversion of Class B Common Stock—206,410,027394,448,481
Weighted average number of Class A Common Stock outstanding – Diluted (D)462,695,229458,055,525445,715,051
Basic loss per share attributable to the Company’s Class A common stockholders: (A) / (C)$(0.30)$(0.25)$(0.50)
Diluted loss per share attributable to the Company’s Class A common stockholders: (B) / (D)$(0.30)$(0.30)$(0.51)
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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.

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