Pagaya Technologies Ltd.PGY
Pagaya Technologies Ltd. Earnings Per Share Disclosure
EARNINGS (LOSS) PER SHARE
Earnings (loss) per share is presented in conformity with the two-class method required for multiple classes of ordinary share and participating securities.
Basic earnings per share is computed using the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of share options, restricted stock units and other contingently issuable shares. The dilutive effect of outstanding share options, restricted stock units and other contingently issuable shares is reflected in diluted earnings per share by application of the treasury stock method.
The Company has two classes of ordinary share: Class A and Class B. The computation of the diluted earnings per share of Class A Ordinary Shares assumes the conversion of Class B Ordinary Shares, while the diluted earnings per share of Class B Ordinary Shares does not assume the conversion of those shares. The rights, including the liquidation and dividend rights, of the holders of the Company’s Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to voting. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and result in an identical earnings (loss) per share for each class under the two-class method.
The Preferred Shares are a participating security, whereby if a dividend is declared to the holders of ordinary shares, the holders of Preferred Shares would participate to the same extent as if they had converted the Preferred Shares to ordinary shares. Net loss is attributed to ordinary shareholders and participating securities based on their participation rights. Net loss attributable to ordinary shareholders is not allocated to the Preferred Shares as the holders of the Preferred Shares do not have a contractual obligation to share in any losses.
The following table sets forth the calculation of basic and diluted earnings (loss) per share attributable to ordinary shareholders for the year ended December 31, 2025, 2024 and 2023 (in thousands, except share and per share data):
| Year Ended December 31, 2025 | |||||
| Basic EPS: | |||||
| Numerator: | |||||
| Net income attributable to Pagaya Technologies Ltd. | $ | 81,389 | |||
| Less: Undistributed earnings allocated to preferred shares | 4,105 | ||||
| Net income attributable to Pagaya Technologies Ltd. ordinary shareholders, basic | $ | 77,284 | |||
| Denominator: | |||||
| Weighted average shares used for earnings per ordinary share, basic | 78,336,095 | ||||
| Earnings per share attributable to ordinary shareholders, basic | $ | 0.99 | |||
| Diluted EPS: | |||||
| Numerator: | |||||
| Net income attributable to Pagaya Technologies Ltd. ordinary shareholders, diluted | $ | 77,284 | |||
| Denominator: | |||||
| Shares used in computation of basic earnings per share | 78,336,095 | ||||
| Ordinary share warrants | 785,890 | ||||
| Share options | 3,031,605 | ||||
| Unvested RSUs | 943,637 | ||||
| Weighted average shares used for earnings per ordinary share, diluted | 83,097,227 | ||||
| Earnings per share attributable to ordinary shareholders, diluted | $ | 0.93 | |||
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | ||||||||||
| Numerator: | |||||||||||
| Net loss attributable to Pagaya Technologies Ltd. ordinary shareholders, basic and diluted | $ | (401,406) | $ | (128,438) | |||||||
| Denominator: | |||||||||||
| Weighted average shares used for net loss per ordinary share, basic and diluted | 70,879,807 | 60,038,893 | |||||||||
| Net loss per share attributable to ordinary shareholders, basic and diluted | $ | (5.66) | $ | (2.14) | |||||||
EPS for Class B ordinary shares and EPS for preferred shares are not presented separately, as under the two-class method, the EPS for Class A, Class B and preferred shares are the same.
The following potentially dilutive outstanding securities as of December 31, 2025, 2024 and 2023 were excluded from the computation of diluted earnings (loss) per share because their effect would have been anti-dilutive for the periods:
| December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Share options | — | 3,740,789 | 3,895,087 | |||||||||||||||||
| Options to restricted shares | — | 19,948,408 | 20,046,080 | |||||||||||||||||
| RSUs | 425,251 | 3,009,918 | 3,034,203 | |||||||||||||||||
| Ordinary share warrants | 1,229,166 | 2,016,321 | 2,016,326 | |||||||||||||||||
| Redeemable convertible preferred shares | — | 5,000,000 | 5,000,000 | |||||||||||||||||
| Exchangeable notes | 11,434,704 | 11,434,704 | — | |||||||||||||||||
| Net potential dilutive outstanding securities | 13,089,121 | 45,150,140 | 33,991,696 | |||||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Mar 12, 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.