LIVEPERSON INCLPSN

LIVEPERSON INC Earnings Per Share Disclosure

10-KFiled Mar 14, 20252 min read
Net Loss Per Share
Basic loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, stock options, restricted stock units, share-settled warrants, 0.750% Convertible Senior Notes due 2024 (the “2024 Notes”), and 0% Convertible Senior Notes due 2026 (the “2026 Notes”) are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share when including them has an anti-dilutive effect. The Company uses the treasury stock method for stock options, restricted stock units, and share-settled warrants, and uses the if-converted method for convertible debt. As the average market price of the Company’s common stock is below the conversion price of the Company’s 2024 Notes and 2026 Notes, the impact of conversion is anti-dilutive. See Note 8 – Convertible Senior Notes, Net of Current Portion, Capped Call Transactions, and Warrants for additional information about the 2024 Notes, 2026 Notes and First Lien Convertible Senior Notes due 2029 (the “2029 Notes” and together with the 2024 Notes and the 2026 Notes, the “Notes”).

Reconciliation of shares used in calculating basic and diluted net loss per share for the years ended December 31, 2024, 2023, and 2022, were as follows:
Year Ended December 31,
202420232022
(In thousands, except number of shares and per share amounts)
Net loss
$(134,273)$(100,435)$(225,747)
Weighted average number of shares outstanding, basic and diluted88,715,161 78,593,274 74,509,404 
Net loss per share, basic and diluted$(1.51)$(1.28)$(3.03)

The securities listed below were excluded from the computation of diluted net loss per share for all periods presented, as their effect would have been anti-dilutive:
Year Ended December 31,
202420232022
Shares subject to outstanding common stock options and ESPP
2,712,360 3,186,322 4,459,324 
Restricted stock units12,521,875 5,064,047 5,234,733 
Earn-outs— — 12,049,211 
Conversion option of the 2024 Notes303,681 1,878,862 5,961,186 
Conversion option of the 2026 Notes5,681,596 6,879,283 6,879,283 
Share-settled warrants
10,581,178 — — 
Total31,800,690 17,008,514 34,583,737 

Historical Timeline

Fiscal YearFiled
2024Mar 14, 2025Showing above
2023Mar 4, 2024
2022Mar 16, 2023
2021Feb 28, 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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