If a company has a $15 share price, 10K shares outstanding, 5K options at a $12 strike price, and 5K RSUs, what are the fully diluted shares?
The fully diluted shares are 16,000: 10,000 basic shares plus 1,000 net new shares from the options (using the treasury stock method) plus 5,000 RSUs added in full.
Intuition
The Treasury Stock Method assumes option holders exercise and the company uses the cash proceeds to buy back shares at market price, so only the net dilutive portion counts. RSUs have no strike price, so the company receives no proceeds and cannot offset any dilution — they convert 1-for-1 into shares.
Watch
A common trap is treating RSUs the same as options under TSM. RSUs have a $0 strike price, meaning there are zero proceeds to buy back shares, so they are fully dilutive. Also watch for out-of-the-money options (strike > market price), which would be excluded entirely as anti-dilutive.
Deep Dive
Calculate the fully diluted share count using the Treasury Stock Method (TSM) for options and adding RSUs.
Given:
| Item | Value |
|---|---|
| Share price | $15 |
| Basic shares outstanding | 10,000 |
| Options | 5,000 at $12 strike |
| RSUs | 5,000 |
Step 1: Options — Treasury Stock Method
Options are in-the-money ($12 strike < $15 market price), so they are dilutive.
Key intuition: you only add the spread shares — the company uses the exercise proceeds to buy back stock at market price, so only the 'unfunded' portion dilutes.
Step 2: RSUs
RSUs have no strike price — there are no proceeds to buy back shares. All 5,000 are added directly.
Step 3: Fully Diluted Shares
Shortcut: For options, net dilution = . Here: . RSUs always add 1-for-1.