Oscar Health, Inc.OSCR

Oscar Health, Inc. Earnings Per Share Disclosure

10-KFiled Feb 13, 20262 min read
EARNINGS (LOSS) PER SHARE
Basic earnings per share (“EPS”) is computed by dividing Net income (loss) attributable to Oscar Health, Inc. for the period by the weighted-average shares of common stock outstanding during the period.

In periods when the Company is in a net loss position, potentially dilutive securities are excluded from the computation of diluted EPS because their inclusion would have an anti-dilutive effect; thus, basic EPS is the same as diluted EPS.

During periods of net income, diluted EPS is computed by adjusting Net income attributable to Oscar Health, Inc. for any interest charges, net of tax, related to the Company’s convertible notes, as well as for the changes in the fair value of the bifurcated conversion option to the extent these instruments are dilutive. This adjusted net income is then divided by the sum of the basic weighted-average shares of common stock outstanding and any dilutive potential common stock outstanding during the period, using the treasury stock method and the if-converted method for convertible senior notes, as described in “Note 9 - Debt.” Potential common stock includes the effect of outstanding dilutive stock options, restricted stock units, and performance-based restricted stock units. The computations for basic and diluted EPS are as follows:
Year Ended December 31,
(in thousands, except per share data)202520242023
Numerator:
Net income (loss) available to Oscar Health, Inc. common shareholders - basic & diluted$(443,151)$25,432 $(270,728)
Denominator:
Weighted average shares of common stock outstanding - basic262,388240,386221,655
Common stock equivalents—25,467—
Weighted average shares of common stock outstanding - diluted262,388 265,853 221,655 
Earnings (Loss) per Share
Basic$(1.69)$0.11 $(1.22)
Diluted$(1.69)$0.10 $(1.22)

The following potential common shares were excluded from the computation of diluted EPS because including them would have had an anti-dilutive effect:
Year Ended December 31,
(in thousands)202520242023
Stock options to purchase common stock
12,427 1,249 26,378 
Restricted stock units
7,045 346 21,723 
Performance-based restricted stock units7,453 — 9,305 
Shares underlying convertible notes (Note 9)20,727 36,652 36,652 
Total
47,652 38,247 94,058 
The Company entered into capped call transactions in connection with the 2030 Notes (as defined in “Note 9 - Debt”). The effect of the capped call transactions was excluded from the calculation of diluted earnings per share as the effect of the capped calls would have been anti-dilutive. The capped calls are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the relevant series of the Notes (See “Note 9 - Debt” for further details).

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

Income TaxesRevenueFair ValuePP&ELeasesSegmentsDebtCommitmentsStock CompensationNew StandardsPay vs Performance