Repay Holdings Corp Earnings Per Share Disclosure
4. Earnings Per Share
During the years ended December 31, 2025, 2024 and 2023, basic and diluted net income (loss) per common share is the same since the inclusion of the assumed exchange of all Post-Merger Repay Units, unvested share-based awards, outstanding stock options, outstanding ESPP purchase rights and the Company’s convertible senior notes would have been anti-dilutive.
The following table summarizes net income (loss) attributable to the Company and the weighted average basic and diluted shares outstanding:
|
|
Year Ended December 31, |
|
|||||||||
($ in thousands, except per share data) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Net loss attributable to the Company |
|
$ |
(256,724 |
) |
|
$ |
(10,156 |
) |
|
$ |
(110,490 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Weighted average shares of Class A common stock outstanding - basic and diluted |
|
|
85,558,300 |
|
|
|
89,915,137 |
|
|
|
90,048,638 |
|
|
|
|
|
|
|
|
|
|
|
|||
Loss per share of Class A common stock outstanding - basic and diluted |
|
$ |
(3.00 |
) |
|
$ |
(0.11 |
) |
|
$ |
(1.23 |
) |
For the years ended December 31, 2025, 2024 and 2023, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Post-Merger Repay Units exchangeable for Class A common stock |
|
|
5,285,883 |
|
|
|
5,379,543 |
|
|
|
5,844,095 |
|
Unvested share-based awards of Class A common stock |
|
|
6,053,304 |
|
|
|
5,981,100 |
|
|
|
5,204,540 |
|
Outstanding stock options for Class A common stock |
|
|
802,723 |
|
|
|
1,089,930 |
|
|
|
1,148,822 |
|
Outstanding ESPP purchase rights for Class A common stock |
|
|
18,940 |
|
|
|
14,171 |
|
|
|
12,747 |
|
Senior notes convertible into Class A common stock |
|
|
4,360,357 |
|
|
|
6,547,619 |
|
|
|
13,095,238 |
|
Share equivalents excluded from earnings (loss) per share |
|
|
16,521,207 |
|
|
|
19,012,363 |
|
|
|
25,305,442 |
|
|
|
|
|
|
|
|
|
|
|
|||
Shares of the Company’s Class V common stock do not participate in the earnings or losses of the Company and, therefore, are not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V common stock under the two-class method has not been presented. Each share of the Company’s Class V common stock gives the holder the right to vote the number of shares corresponding to the number of Post-Merger Repay Units held by that holder, but shares of Class V common stock have no economic rights.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 9, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 16, 2020 | |
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.