GPGI, Inc.GPGI

GPGI, Inc. Earnings Per Share Disclosure

10-KFiled Mar 12, 20262 min read
EARNINGS PER SHARE
Basic net (loss) per share has been computed by dividing net (loss) attributable to holders of Class A Common Stock for the periods subsequent to the Roman Business Combination by the weighted average number of shares of common stock outstanding for the same period. Diluted earnings per share of Class A Common Stock was computed by dividing net (loss) available to the Company by the weighted-average number of shares of Class A Common Stock outstanding adjusted to give effect to potentially dilutive securities.

The following table sets forth the computation of net income used to compute basic net income per share of Class A Common Stock for the years ended December 31, 2025, 2024 and 2023 respectively.

Year Ended December 31,
2025
2024
2023
Basic and diluted:
Net (loss) income
$
(136,005)
$
(83,162)
$
112,520 
Less: Net (loss) income attributable to non-controlling interest
— 
(29,443)
93,281 
Net (loss) income attributable to Class A Common shareholders
$
(136,005)
$
(53,719)
$
19,239 
Plus: adjustment due to net effect of equity awards, Exchangeable Notes and class B units to net income
— 
— 
14,825 
Net (loss) income attributable to Class A Common shareholders after adjustment
$
(136,005)
$
(53,719)
$
34,064 
Weighted average common shares outstanding used in computing net (loss) income per share - basic
110,517,208 
44,011,527 
18,660,872 
Plus: net effect of dilutive equity awards, Exchangeable Notes and Class B units
— 
— 
16,651,239 
Weighted average common shares outstanding used in computing net (loss) income per share - diluted
110,517,208 
44,011,527 
35,312,111 
Net (loss) income per share—basic
$
(1.23)
$
(1.22)
$
1.03 
Net (loss) income per share—diluted
$
(1.23)
$
(1.22)
$
0.96 

Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when the exercise price exceeds the average closing price of the Company’s common stock during the period, because their inclusion would result in an antidilutive effect on per share amounts. The Company applied the if-converted method for the Exchangeable Notes to calculate diluted earnings per share in accordance with ASU 2020-06.

The following amounts were not included in the calculation of net earnings (loss) per diluted share because their effects were anti-dilutive:
December 31,
2025
2024
2023
Potentially dilutive securities:
Warrants
— 
22,415,179 
22,415,400 
Class B common shares
— 
— 
59,958,422 
Earnout consideration shares
— 
3,500,000 
7,500,000 
Equity awards
2,388,121 
2,523,639 
2,679,833 

Historical Timeline

Fiscal YearFiled
2025Mar 12, 2026Showing above
2024Mar 5, 2025
2023Mar 12, 2024
2022Mar 10, 2023
2021Mar 14, 2022

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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