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Share counts
A 10-K cover page carries one shares-outstanding figure, dated once a year. It is not the basic weighted average, not the diluted weighted average, and not the fully diluted count buried in the earnings-per-share note. Here is where each of the four actually lives, checked against two real filings.
10 min read· Corva Research
The short version
Search "which share count to use" and most of what comes back treats a 10-K's cover page as though it were an extension of the income statement, a place where basic and diluted weighted-average shares both live, ready to plug into a spreadsheet. They do not live there. The cover page carries exactly one share-related headcount, and it is neither of those two numbers.
That gap matters because the four real share counts, cover-page shares outstanding, basic weighted average, diluted weighted average, and the fully diluted count that adds back what the EPS note excluded as antidilutive, can disagree by billions of dollars of implied market value. Sometimes the gap runs the direction you expect. Sometimes it runs backward.
This piece checks the claim against two real 10-Ks, builds the correct map of where each number lives, and works one example where the four numbers pull apart hard enough to matter and one where they do not. If you have not opened a full 10-K before, this walkthrough covers where the cover page, the statements and the notes each sit inside one.
One number, and it is a simple headcount, not an average. From Strategy's (MSTR) Form 10-K for the year ended 31 December 2024:
"As of February 4, 2025, the registrant had 237,711,607 and 19,640,250 shares of class A common stock and class B common stock outstanding, respectively."
And from Coca-Cola's (KO) Form 10-K for the same fiscal year:
"The number of shares outstanding of the Registrant's Common Stock as of February 18, 2025 was 4,301,000,395."
Neither sentence says "weighted average." Neither says "basic" or "diluted." Both are a single count, as of a single date, close to the filing date rather than the fiscal year end. The cover page also carries a second, separate figure, the aggregate market value of shares held by non-affiliates, priced as of the last business day of the second fiscal quarter. That figure, not the shares-outstanding line, is what sorts a registrant into a filer category with its own reporting deadlines. The shares-outstanding line is simpler: a plain count of what exists, printed before the statements do anything more complicated with it.
Nowhere on the cover page do basic and diluted weighted-average shares both appear. They cannot, because a weighted average requires a period, and the cover page is reporting a point in time.
Basic weighted-average shares is a period concept, not a date concept. It averages the shares actually outstanding across every day of the fiscal year, weighted by how many days each share count applied. Issue ten million new shares on the first day of the fourth quarter and they count for one quarter of the year in this average, not the whole year.
It lives in exactly one place on the face of the financial statements: the denominator of basic earnings per share, at the bottom of the consolidated statement of operations. Coca-Cola's FY2024 income statement reports it directly:
That 4,309 million is the number a reader means when they say "shares outstanding" in casual conversation about earnings per share. It is close to the 4,301 million on the cover page, but it is not the same figure, computed the same way, or dated the same way. One is a full-year average. The other is a single day near the filing date.
Diluted weighted-average shares starts from basic and adds every instrument that could turn into common stock, using the treasury stock method for options and restricted stock and the if-converted method for convertible debt and preferred stock. Coca-Cola's diluted count for FY2024 was 4,320 million, 11 million above basic, the effect of outstanding stock-based awards.
The reconciliation between the two sits directly below the basic count on the income statement, and the EPS note in the footnotes goes one step further. It discloses which instruments were left out of the diluted calculation entirely because including them would have raised earnings per share rather than lowered it, the technical meaning of antidilutive. Coca-Cola's note for 2024 excludes three million stock options on exactly this basis.
"We excluded 3 million, 8 million and 8 million stock options from the computation of diluted net income per share in 2024, 2023 and 2022, respectively."
Add that excluded figure back to the reported diluted count and you get the closest thing a filing offers to a fully diluted, as-converted share count: every instrument that could become a share, counted once, regardless of which direction it would have pushed reported EPS. For most large, profitable companies that addition is trivial. It is not always trivial, and the next example shows why.
Strategy carries a large convertible-note stack used to fund its bitcoin purchases, plus stock options, restricted stock and performance stock units. In a year where the company reports a net loss, GAAP treats every one of those instruments as antidilutive by definition, because adding shares to the denominator of a loss per share makes the loss per share smaller, the opposite of dilution. So the diluted weighted-average count in the 2024 income statement is identical to the basic count.
| Count | What it measures | Shares |
|---|---|---|
| Cover page, 4 Feb 2025 | Class A plus class B outstanding, point in time | 257,351,857 |
| Basic weighted average | Full-year FY2024 average, both classes | 192,549,000 |
| Diluted weighted average | Same as basic. Net loss made every instrument antidilutive | 192,549,000 |
| Fully diluted, as-converted | Diluted plus everything the EPS note excluded as antidilutive | 224,618,000 |
Sources: Strategy (MicroStrategy Incorporated) Form 10-K for the year ended 31 December 2024, filed 18 February 2025: cover page and Note 12, Earnings (Loss) Per Share. Filing date confirmed against SEC EDGAR's own submissions record for CIK 1050446, accession 0000950170-25-021814.
The EPS note breaks the excluded 32,069,000 shares down by instrument: stock options, restricted and performance stock units, the employee stock purchase plan, and seven separate series of convertible notes running from the 2025s through the 2032s. None of it reached diluted EPS in 2024. All of it is a real claim on future shares.
Now the part that breaks the pattern most readers expect. Strategy's stock closed at $348.31 on 4 February 2025, the same date printed on the cover page. Multiply that price by each of the four counts above.
| Count basis | Shares | Market cap |
|---|---|---|
| Cover page | 257,351,857 | $89.6B |
| Basic or diluted weighted average | 192,549,000 | $67.1B |
| Fully diluted, as-converted | 224,618,000 | $78.2B |
Market cap computed at the $348.31 close reported for MSTR on 4 February 2025. Share counts from the same 10-K cited above.
The gap between the cover page and the fully diluted count is $11.4 billion, and the cover page is the larger of the two. That is backward from the usual story, where the "real" count is always assumed higher than what the cover page shows. Strategy issued enormous numbers of new shares through 2024 to buy bitcoin, so the full-year weighted average, even after adding back everything excluded as antidilutive, sits below the single count taken near the end of the process. A weighted average of a rapidly growing share count will always understate where that count ends up. The cover page is not wrong here. It answers a different question than the income statement does.
None of this matters for most companies, and it is worth saying so plainly rather than treating every filing as a minefield. Coca-Cola has no convertible debt in its capital structure and modest stock-based compensation relative to its share count. Here are its four numbers for the same fiscal year.
| Count | Shares (millions) |
|---|---|
| Cover page, 18 Feb 2025 | 4,301 |
| Basic weighted average, FY2024 | 4,309 |
| Diluted weighted average, FY2024 | 4,320 |
| Fully diluted, as-converted | 4,323 |
Sources: The Coca-Cola Company Form 10-K for the year ended 31 December 2024, filed 20 February 2025: cover page and Note 13, Net Income Per Share. Filing date confirmed against SEC EDGAR's submissions record for CIK 21344, accession 0000021344-25-000011.
From the smallest count to the largest is 22 million shares on a base of over four billion, a spread of half a percentage point. Below roughly a 1 to 2 percent spread between basic and diluted, with no convertible debt on the balance sheet, pick any of the four counts and your market cap or per-share math will not move enough to change a decision. Spend the extra ten minutes checking the EPS note on a company with real convertible debt or heavy option grants instead, where it actually changes the answer.
Different jobs call for different counts. Conflating them is the actual error, not using any one of them on its own.
The four-count map above is a filing-reading tool, not a valuation method, and it has real edges.
No. The cover page's shares-outstanding line and its aggregate market value line are both point-in-time or point-in-time-priced figures. Weighted averages are a period concept and only appear on the income statement and in the EPS note.
Because a weighted average, even one that adds back every antidilutive instrument, describes the whole year. A cover-page count describes one date near the filing. A company issuing large numbers of shares during the year, as Strategy did, can end the year with more shares outstanding than its full-year average plus its excluded dilutive instruments combined.
Only when checking basic EPS itself, or when a company has no dilutive instruments at all. For anything involving current valuation, the cover-page count or a live feed is closer to the right answer than a weighted average from a period that already ended.
An instrument whose inclusion in the diluted share count would raise, not lower, reported earnings per share. That happens whenever a company reports a net loss, since adding shares to the denominator of a loss shrinks the loss per share. GAAP requires excluding those instruments from diluted EPS, and requires disclosing what was excluded, which is exactly the disclosure this piece uses to build the fourth count.
Corva pulls the cover-page count, the basic and diluted weighted averages, and the antidilutive exclusion list from the filing itself, then shows all four side by side with the market cap each one implies. Figures are computed from the filed statements and cross-checked against SEC EDGAR. Where a number cannot be found, it says so rather than inventing one.
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Corva is a research tool, not a broker or investment adviser, and nothing here is a recommendation to buy, sell or hold any security. Strategy (MicroStrategy Incorporated) and The Coca-Cola Company are used here as documented examples of how share counts are disclosed in a Form 10-K and for no other reason. Figures for Strategy are taken from its Form 10-K for the year ended 31 December 2024, filed 18 February 2025. Figures for Coca-Cola are taken from its Form 10-K for the year ended 31 December 2024, filed 20 February 2025. The MSTR closing price used is the reported close for 4 February 2025. Verify anything you intend to act on against the primary filing. See terms and disclaimer.