Toast, Inc.TOST

Toast, Inc. Earnings Per Share Disclosure

10-KFiled Feb 18, 20262 min read
Net Income (Loss) Per Share Attributable to Common Stockholders
Basic net income (loss) per share is determined by dividing net income or loss by the weighted-average shares outstanding for the period. We analyze the potential dilutive effect of stock options, unvested restricted stock, RSUs, shares under our ESPP, and warrants to purchase common stock, during periods we generate net income, or when income is recognized related to changes in fair value of warrant liabilities.

The following table sets forth the computation of net income (loss) per share attributable to common stockholders (in millions, except per share amounts):

Year Ended December 31,
202520242023
Numerator:
Net income (loss), basic
$
342 
$
19 
$
(246)
Less: Gain on change in fair value of warrant liability(1)
3 
— 
3 
Net income (loss), diluted
$
339 
$
19 
$
(249)
Denominator:
Weighted-average shares of common stock outstanding - basic
582 
559
532
Effect of dilutive securities:
Dilutive common share equivalents included in dilutive shares
24 
32 
— 
Warrants to purchase common stock(1)
1 
— 
1 
Weighted-average shares of common stock outstanding - diluted
607 
591
533
Net income (loss) per share, basic
$
0.59 
$
0.03 
$
(0.46)
Net income (loss) per share, diluted
$
0.56 
$
0.03 
$
(0.47)
(1) During the fiscal years ended December 31, 2025 and 2023, we recorded a gain on fair value remeasurement of our warrant liability. For purposes of computing diluted income (loss) per share, these gains were excluded from our net income (loss) and the corresponding weighted-average shares were also adjusted accordingly.

The following potential common shares were excluded from the calculation of diluted net income (loss) per share because their effect would have been antidilutive for the periods presented (in millions):

Year Ended December 31,
202520242023
Options to purchase Class A common stock and Class B common stock
1 
3 
48 
Unvested restricted stock
— 
— 
1 
Unvested restricted stock units
1 
2 
33 
Warrants to purchase common stock (2)
— 
1 
— 
Total
2 
6 
82 
(2) During the fiscal year ended December 31, 2024, we recorded a loss on fair value remeasurement of our warrant liability. These warrants were excluded from the computation of diluted net income (loss) per share due to their anti-dilutive effect.

Historical Timeline

Fiscal YearFiled
2025Feb 18, 2026Showing above
2024Feb 26, 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.

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