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Diluted Shares Outstanding Definition and Calculation

by | Apr 6, 2024 | Financial dictionary | 0 comments

Diluted shares outstanding is a financial metric that gives investors a comprehensive view of a company’s capital structure and potential future share count. It takes into account not only the basic common shares outstanding but also any additional shares that could be issued if all convertible securities, options, and warrants were exercised. Understanding diluted shares is crucial for evaluating a company’s financial health, ownership structure, and earnings per share (EPS).

What are Diluted Shares Outstanding?

Definition of Diluted Shares Outstanding

Diluted shares outstanding refer to the total number of common shares that would be outstanding if all dilutive securities were exercised or converted. This metric provides a more accurate picture of a company’s ownership structure and potential future share count. Dilutive securities include stock options, warrants, convertible bonds, and preferred stock that could be converted into common shares.

The diluted share count is used to calculate diluted earnings per share (EPS), which is a key financial metric for investors. By considering all potential sources of dilution, diluted EPS gives a more conservative view of a company’s earnings compared to basic EPS, which only takes into account the basic common shares outstanding.

Components of Diluted Shares Outstanding

The calculation of diluted shares outstanding starts with the basic shares outstanding, which represents the actual common shares issued by the company. To this figure, potential common shares from dilutive securities are added. These include:

  • Stock options: Contracts giving employees or investors the right to purchase shares at a predetermined price
  • Warrants: Similar to options, but typically issued to investors as a sweetener during fundraising
  • Convertible securities: Bonds or preferred stock that can be converted into common shares at a predetermined ratio

It’s important to note that not all outstanding options, warrants, or convertible securities are included in the diluted share count. Only those that are “in-the-money” (meaning the exercise price is below the current market price) and dilutive to EPS are considered.

Calculating Diluted Shares Outstanding

The Treasury Stock Method

The treasury stock method is used to compute the dilutive effect of options and warrants on the diluted share count. This method assumes that the proceeds from the exercise of options and warrants are used to repurchase common shares at the average market price during the period.

The incremental shares created by this hypothetical exercise and repurchase are added to the basic shares outstanding to calculate the diluted share count. The incremental shares are computed as follows:

Incremental Shares = (Options Exercised * Exercise Price) / Current Stock Price – Shares Repurchased


  • Options Exercised = Number of options exercised
  • Exercise Price = Price at which options can be exercised
  • Current Stock Price = Average market price of the stock during the period
  • Shares Repurchased = Number of shares that could be bought back with the proceeds from the options exercise

The If-Converted Method

For convertible securities like convertible debt or preferred stock, the if-converted method is used to calculate the dilutive effect on the diluted share count. This method assumes that all convertible securities are converted into common shares at the beginning of the period or at the time of issuance, if later.

The if-converted method impacts both the numerator and denominator of the diluted EPS calculation. The numerator (net income) is adjusted to add back any convertible preferred dividends and interest expense on convertible debt, net of tax. The denominator (diluted shares outstanding) is increased by the additional common shares that would be issued upon conversion.

Impact of Diluted Shares on Financial Metrics

Effect on Earnings per Share (EPS)

Diluted shares outstanding directly impact a company’s earnings per share (EPS), a key financial metric used by investors to gauge a company’s profitability. Diluted EPS is calculated by dividing net income available to common shareholders by the diluted weighted average shares outstanding.

Diluted EPS = (Net Income – Preferred Dividends) / Diluted Weighted Average Shares Outstanding

Since the diluted share count is higher than the basic share count, diluted EPS is typically lower than basic EPS. This more conservative metric helps investors understand the potential impact of dilutive securities on a company’s earnings.

Implications for Investors and Financial Analysis

For investors, understanding a company’s diluted shares outstanding is crucial for several reasons:

  • Ownership dilution: As more shares are issued, existing shareholders’ ownership percentage decreases, which can impact their voting rights and control over the company.
  • Earnings dilution: Dilutive securities can lead to a lower EPS, which may negatively impact a company’s stock price and investor sentiment.
  • Capital structure: Diluted shares provide insight into a company’s financing strategies and potential future obligations.

When analyzing a company’s financial health and making investment decisions, investors should consider the fully diluted shares outstanding and its implications on key metrics like EPS, price-to-earnings ratio (P/E), and market capitalization.

Reporting Requirements for Diluted Shares

Public companies are required to disclose their diluted shares outstanding and diluted EPS in their financial statements, as per the guidelines set by the Securities and Exchange Commission (SEC) and the Generally Accepted Accounting Principles (GAAP).

Companies must provide a reconciliation of the numerators and denominators used in calculating basic and diluted EPS, as well as disclose the potential dilutive effect of any securities that were excluded from the diluted EPS calculation because they were antidilutive.

In summary, diluted shares outstanding is a critical financial metric that provides a comprehensive view of a company’s potential share count and ownership structure. By understanding and analyzing diluted shares, investors can make more informed decisions and better assess a company’s financial health and future prospects.

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