Loss Per Share

12 Months Ended

Dec. 31, 2023

Note 19. Loss Per Share

Prior to the Business Combination, our participating interests included all series of our preferred stock, and we computed loss per share attributable to common stock using the two-class method required for participating interests. Prior to the Business Combination, all other classes of preferred stock, except for Series C, had stated dividend rights, which had priority over undistributed earnings. The remaining losses were shared pro-rata among the preferred stock (with the exception of Series 1 preferred stock) and common stock outstanding during the measurement period, as if all of the losses for the period had been distributed. While our calculation of loss per share accounted for a loss allocation to all participating shares, we only presented loss per share below for our common stock.

Subsequent to the Business Combination, we did not have any participating interests. Series 1 Redeemable Preferred Stock has preferential cumulative dividend rights. For each period presented, we increased net loss by the contractual amount of dividends payable to holders of Series 1 Redeemable Preferred Stock.

Basic loss per share of common stock is computed by dividing net loss, adjusted for the impact of Series 1 Redeemable Preferred Stock dividends, by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings (loss) per share of common stock is computed by dividing net income, adjusted for the impact of Series 1 Redeemable Preferred Stock dividends, by the weighted average number of shares of common stock outstanding during the period plus amounts representing the dilutive effect of contingently issuable shares including PSU awards which require future service as a condition of delivery of the underlying common stock, RSUs, outstanding options, outstanding warrants and dilution resulting from the conversion of convertible notes, if applicable. The adjustment for convertible notes reflects the conversion price at the end of the reporting period. We excluded the effect of all potentially dilutive common stock elements from the denominator in the computation of diluted earnings (loss) per share in the periods where their inclusion would have been anti-dilutive.

The calculations of basic and diluted loss per share were as follows:


	Year Ended December 31,
	2023		2022		2021
Numerator:
Net loss	$	(300,742)	$	(320,407)	$	(483,937)
Less: Redeemable preferred stock dividends	(40,425)		(40,425)		(40,426)
Net loss attributable to common stockholders – basic and diluted	$	(341,167)	$	(360,832)	$	(524,363)
Denominator:
Weighted average common stock outstanding – basic	945,024,160		900,886,113		526,730,261
Weighted average common stock outstanding – diluted	945,024,160		900,886,113		526,730,261
Loss per share – basic	$	(0.36)	$	(0.40)	$	(1.00)
Loss per share – diluted	$	(0.36)	$	(0.40)	$	(1.00)

We excluded the effect of the below elements from our calculation of diluted loss per share, as their inclusion would have been anti-dilutive, as there were no earnings attributable to common stockholders. These amounts represent the number of instruments outstanding at the end of the year.


	Year Ended December 31,
	2023	2022	2021
Common stock options	17,896,732	18,749,679	21,171,147
Common stock warrants	12,170,990	12,170,990	12,170,990
Unvested RSUs(1)	64,879,496	69,538,139	48,687,524
Unvested PSUs	16,240,181	19,563,747	22,970,396
Convertible notes(2)	49,610,631	53,538,000	53,538,000
Contingent common stock(3)	45,859	6,305,595	—

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(1)As of December 31, 2023, includes DSUs granted to non-employee directors. See Note 16. Share-Based Compensation for additional information.

(2)Represents the shares of common stock issuable upon conversion of all convertible notes at the conversion rate in effect at the date indicated. See Note 1. Organization, Summary of Significant Accounting Policies and New Accounting Standards and Note 12. Debt for additional information.

(3)As of December 31, 2023 and December 31, 2022, includes contingently returnable common stock in connection with the Technisys Merger during 2022, which consists of shares held in escrow pending resolution of outstanding indemnification claims by SoFi. These shares were issued in 2022 and partially released in 2023. See Note 2. Business Combinations for additional information.