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Fully Diluted Shares


Fully diluted shares refer to the total number of shares a company would have if all convertible securities were exercised. Convertible securities include all outstanding options, warrants, convertible bonds or other instruments that could be converted to common stock. The fully diluted share count includes all these potential shares, providing the maximum possible number of common shares a company could have.


The phonetics of “Fully Diluted Shares” is: Fully: /ˈfʊli/Diluted: /dɪˈluːtɪd/Shares: /ʃɛərz/

Key Takeaways

<ol> <li>Fully Diluted Shares Represent Company’s Maximum Share Capacity: These are the total number of shares that would be outstanding if all possible sources of conversion, like stock options and convertible bonds, are exercised. In essence, it represents the maximum possible equity position if all potential sources for new shares are used.</li> <li>They Impact Earnings Per Share Calculations: In financial analysis, fully diluted shares are used to calculate metrics like fully diluted earnings per share, as they offer a more conservative view on a company’s financial performance and can significantly affect the evaluations of a company’s profitability.</li> <li>Consideration in Investment and Acquisition Decisions: For investors and potential acquirers, fully diluted shares are crucial as they provide a most comprehensive picture of the company’s share structure affecting the per-share price, company’s valuation, and the return on investment.</li></ol>


Understanding the concept of Fully Diluted Shares is critical in business/finance because it provides a comprehensive perspective of a company’s ownership structure, impacting aspects like earnings per share (EPS), valuations and voting rights. Fully diluted shares include all the stock a company might issue, taking into account options, convertibles, and other potential sources of additional shares. It directly affects financial metrics used by investors and analysts to assess a company’s profitability, like earnings per share (EPS), where the denominator would increase with fully diluted shares, potentially lowering the EPS. Hence, it is a key factor to consider for potential investors for understanding their share of ownership or control over the company when all possible sources of conversion are exercised.


The purpose of the concept of Fully Diluted Shares in finance is to provide an expansive representation of the total potential number of shares a company has in issue. These include all shares currently held by shareholders and potential shares that could be issued in the future. This concept is significant for investors, shareholders, and the company itself. It is used to assess a company’s performance and value, as well as to predict potential changes in these elements. It provides an in-depth perspective of the company’s share structure, which can serve as a crucial piece of information for understanding how corporate actions, such as issuing new shares or exercising stock options, may affect ownership stakes.Fully diluted shares are often used to compute key financial metrics like Earnings per Share (EPS) or Price/Earnings (P/E) ratios, which allow insights into the company’s profitability and market valuation. When calculating these metrics on a fully diluted basis, it provides a more conservative picture of financial performance. It can also impact investment decisions, because it brings a certain level of transparency, presenting a more comprehensive picture of the company’s share potential that could influence the proportional ownership of the company in the future.


1. Facebook Inc. – When Facebook Inc. decided to go public in 2012, the company reported having 421 million fully diluted shares outstanding. These shares included not only the regular issued shares but also the potential ones from stock options and convertible securities.2. Google (Alphabet Inc.) – In 2015, Google’s parent company Alphabet Inc. issued Class C shares as part of a stock dividend. These new shares increased Google’s fully diluted shares count because they included potential stock conversions such as options and restricted stocks.3. Apple Inc. – In 2014, Apple had a share count of 6.03 billion when including only common shares. But if options and restricted stock units are also included, the total number of fully diluted shares raised to 6.2 billion. This example demonstrates how the fully diluted share count can be higher than the basic common shares count.

Frequently Asked Questions(FAQ)

What are Fully Diluted Shares?

Fully Diluted Shares refers to the total number of common shares of a company that would be outstanding and available if all potential sources of conversion such as convertible bonds, stock options and convertible preferred shares were exercised.

Are fully diluted shares considered outstanding shares?

No, ‘Outstanding Shares’ and ‘Fully Diluted Shares’ are not the same. Outstanding shares refer to the actual number of shares currently held by investors, while fully diluted shares include all shares that could theoretically become available if all convertible securities were exercised.

What does the phrase “fully diluted” signify in financial terms?

In financial terms, “fully diluted” refers to a company’s earnings per share (EPS) calculation that includes all securities that could possibly be converted into common shares. This includes stock options, convertible preferred stock, convertible bonds, employee stock plans, and other potential equity.

Why is the fully diluted share count important?

The fully diluted shares count is important as it gives investors a clearer picture of a company’s possible future equity structure and helps in assessing the maximum potential dilution that could happen to their shareholding.

How do fully diluted shares affect earnings per share (EPS)?

Fully diluted shares can impact the earnings per share since EPS is calculated by dividing the company’s total earnings or profit by the number of outstanding shares. When fully diluted shares are considered, the denominator increases, which in turn could decrease the overall EPS.

How are fully diluted shares calculated?

Fully diluted shares are calculated by adding the number of outstanding common shares to the number of shares that could be created if all convertible securities were exercised. These convertible securities can include stock options, convertible bonds, employee share plans, etc.

What impact do fully diluted shares have on an organization’s market capitalization?

The fully diluted share count affects a company’s market capitalization as it increases the total number of outstanding shares. Market capitalization is calculated by multiplying a company’s outstanding shares by the current market price of one share, so including all fully diluted shares could significantly increase the company’s market cap.

Related Finance Terms

  • Outstanding Shares: These are the shares currently held by all shareholders, including institutional investors and insiders.
  • Stock Options: These are contracts that grant the holder the right to buy or sell a stock at a specific price within a certain period of time.
  • Convertible Securities: These are types of financial instruments, such as bonds or preferred shares, that can be converted into a predetermined number of common shares at the option of the holder.
  • Warrants: These are derivatives that give the right, but not the obligation, to buy or sell a security—most commonly an equity—at a certain price before expiration.
  • Earnings Per Share (EPS): A financial ratio that divides a company’s total profits by its total number of outstanding shares, providing a measure of the firm’s profitability on a per share basis.

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