Payoneer Global Inc. Earnings Per Share Disclosure
NOTE 24 – NET EARNINGS PER SHARE
The Company computes net earnings per share using the two-class method required for participating securities. The two-class method requires income available to common shareholders for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.
The Company’s basic net earnings per share is calculated by dividing net income attributable to common shareholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net earnings per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net earnings per share is the same as basic net earnings per share in periods when the effects of potentially dilutive shares of common stock are anti-dilutive. Instruments with an antidilutive effect, for which conditions were not met, or which were not in the money in the reporting period were excluded from the diluted net earnings per share calculation for the year ended December 31, 2025, 2024, and 2023. Refer below for details on specific exclusions.
Basic and diluted net earnings per share attributable to common stockholders were calculated as follows:
Year Ended December 31, | |||||||||
| 2025 | | 2024 | | 2023 | ||||
| (In thousands, except share and per share data) | ||||||||
Numerator: |
| |
| |
| | |||
Net income | $ | 73,192 | $ | 121,163 | $ | 93,333 | |||
Denominator: |
|
|
| ||||||
Weighted average common shares outstanding — |
|
|
| ||||||
Basic | 361,172,145 |
| 358,345,945 |
| 361,678,893 | ||||
Add: | |||||||||
Dilutive impact of RSUs, ESPP and options to purchase common stock | 15,018,484 | 27,104,075 | 30,256,559 | ||||||
Dilutive impact of private warrants | 540,563 | 787,159 | 730,266 | ||||||
Weighted average common shares — diluted | 376,731,192 | 386,237,179 | 392,665,718 | ||||||
Net income per share attributable to common stockholders — Basic earnings per share | $ | 0.20 | $ | 0.34 | $ | 0.26 | |||
Diluted earnings per share | $ | 0.19 | $ | 0.31 | $ | 0.24 | |||
NOTE 24 – NET EARNINGS PER SHARE (continued):
Note the following shares have been excluded from the computation of diluted earnings per share for the years ended December 31, 2025, 2024 and 2023 as their effect was antidilutive, conditions were not met or they were not in the money in the reporting period.
Year Ended December 31, | |||||||||
| 2025 | | 2024 | | 2023 | ||||
Public warrants | - | - | 25,158,086 | ||||||
RSUs |
| 7,001,172 | 2,523,265 | - | |||||
RSU's with market conditions |
| 2,730,000 |
| 2,780,000 |
| 4,255,000 | |||
PSUs | 895,103 | - | - | ||||||
Earn-out1 |
| 15,000,000 |
| 15,000,000 |
| 15,000,000 | |||
Options to purchase common stock | 150,988 | 1,487,008 | 665,520 | ||||||
Total anti-dilutive securities2 | 25,777,263 | 21,790,273 | 45,078,606 | ||||||
1As that term is defined in the Agreement and Plan of Reorganization dated February 3, 2021 (as amended) with FTAC Olympus Acquisition Corp.
2Additionally, the outstanding ESPP shares as of December 31, 2025, 2024 and 2023, were not included as they would have been antidilutive.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
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.