MP Materials Corp. / DEMP

MP Materials Corp. / DE Earnings Per Share Disclosure

10-KFiled Feb 26, 20263 min read
EARNINGS (LOSS) PER SHARE
The following table reconciles the weighted-average common shares outstanding used in the calculation of basic earnings or loss per common share to the weighted-average common shares outstanding used in the calculation of diluted earnings or loss per common share:
For the year ended December 31,
202520242023
Weighted-average shares outstanding, basic170,126,753 166,840,611 177,181,661 
Assumed conversion of 2026 Notes
— 3,042,029 — 
Assumed conversion of restricted stock— — 609,326 
Assumed conversion of RSUs— — 361,225 
Weighted-average shares outstanding, diluted170,126,753 169,882,640 178,152,212 
The following table presents unweighted potentially dilutive shares that were not included in the computation of diluted earnings or loss per common share because to do so would have been antidilutive:
For the year ended December 31,
202520242023
2026 Notes
— — 15,584,409 
2030 Notes
39,683,215 39,683,215 — 
Series A Preferred Stock
13,320,013 — — 
Warrant
11,201,659 — — 
RSUs1,704,123 1,518,929 3,184 
PSUs552,589 — — 
Total66,461,599 41,202,144 15,587,593 
The following table presents the calculation of basic and diluted earnings or loss per common share:
For the year ended December 31,
(in thousands, except share and per share data)202520242023
Calculation of basic earnings (loss) per common share:
Net income (loss) attributable to common stockholders
$(85,874)$(65,424)$24,307 
Weighted-average shares outstanding, basic170,126,753 166,840,611 177,181,661 
Basic earnings (loss) per common share$(0.50)$(0.39)$0.14 
Calculation of diluted earnings (loss) per common share:
Net income (loss) attributable to common stockholders
$(85,874)$(65,424)$24,307 
Interest expense, net of tax(1):
2026 Notes
— 743 — 
Gain on early extinguishment of debt(1)(2)
— (32,426)— 
Diluted income (loss) attributable to common stockholders$(85,874)$(97,107)$24,307 
Weighted-average shares outstanding, diluted170,126,753 169,882,640 178,152,212 
Diluted earnings (loss) per common share$(0.50)$(0.57)$0.14 
(1)The year ended December 31, 2024, was tax-effected at a rate of 29.9%.
(2)Pertains to the 2026 Notes, a portion of which were repurchased during the year ended December 31, 2024.
In connection with the issuance of the 2030 Notes in March 2024, the Company entered into the Capped Call Options, which were not included for purposes of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive. The Company has not exercised any of the Capped Call Options as of December 31, 2025.
As discussed in Note 10, “Debt Obligations,” in March 2024, the Company provided a written notice to the trustee and the holders of the 2026 Notes that it has irrevocably elected to fix the settlement method for all conversions that may occur subsequent to the election date, to a combination of cash and shares of the Company’s common stock with the specified dollar amount per $1,000 principal amount of the 2026 Notes of $1,000. As a result, subsequent to the election, only the amounts in excess of the principal amount are considered in diluted earnings or loss per common share. The amount of the 2026 Notes settled in shares of common stock will have a dilutive impact on diluted earnings or loss per common share when the average market price of the Company’s common stock for a given period exceeds the conversion price, which was initially approximately $44.28 per share of common stock.

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 28, 2025
2023Feb 28, 2024

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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