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Stock-based compensation and dilution: pay that becomes shares

What stock-based pay is, where it shows in the income and cash flow statements, and how diluted EPS counts the extra shares, with Nvidia, Meta, Tesla.

Reviewed by Cityfort Research on , 4 min read

For learning only. Cityfort is not a registered investment adviser or broker-dealer and does not recommend buying or selling any security. Prices shown are dated and may be out of date.

What is stock-based compensation?

It is pay given in the company's own shares instead of cash. The common forms are restricted stock units (RSUs), options, performance awards and employee share purchase plans.[S1]

An RSU is a promise of shares that arrive after a waiting period, called vesting. An option is a right to buy shares later at a fixed price.

Under US accounting (FASB ASC Topic 718), this pay is a cost. It is measured at fair value and recognised over the period the employees work for it.[S1]

Why is it easy to misread?

No cash leaves the company when the shares are handed over. So the cost can disappear from some of the numbers people look at first.

It still has a price. Existing shareholders end up owning a smaller slice of the company, because new shares are created for employees. That is dilution.

Where does it show up in the income statement?

It sits inside the normal cost lines, such as research and development or sales and admin. The SEC staff's view is that it belongs in the same lines as cash pay to the same people.[S1]

Companies may also show how much of each line is stock-based pay. That can go in a note, the cash flow statement or the management discussion.[S1]

Why is it added back in the cash flow statement?

The cash flow statement starts from net income, which already has the expense taken off. Because no cash was paid, it is added back to reach cash from operations.

Each company's 10-K shows the add-back for its fiscal year:

  • Nvidia, fiscal year ended Jan 25, 2026: $6,386 million.[S5]
  • Meta, 2025: $20,427 million.[S7]
  • Amazon, 2025: $19,467 million.[S8]

So cash from operations, and free cash flow built on it, are higher than if the same pay had been in cash.

Where does the tax cash show up?

When RSUs vest, many companies keep back some of the shares and pay the employee's tax in cash instead. This is called net share settlement.

US accounting puts that cash payment under financing activities, not operating activities.[S2]

Nvidia's 10-K says it withheld about 51 million shares, worth $7.9 billion, through net share settlements in fiscal 2026.[S5]

How do adjusted numbers treat it?

Many companies leave stock-based pay out of their non-GAAP ("adjusted") earnings. Practice differs from company to company.

  • Tesla's 2025 non-GAAP net income added back $2,012 million of stock-based pay after tax. Its adjusted EBITDA added back $2,825 million before tax.[S9]
  • Nvidia's non-GAAP measures no longer leave it out from the first quarter of fiscal 2027. Earlier periods were updated to match.[S6]
  • Meta's Q3 2026 release lists three non-GAAP measures: revenue and advertising revenue excluding currency effects, and free cash flow. None is a profit figure.[S10]

Our entry on non-GAAP measures explains the SEC rules behind these figures.

How does diluted EPS count the extra shares?

Earnings per share (EPS) is net income divided by the shares. Basic EPS uses the average shares outstanding during the year.

Diluted EPS also counts shares that equity awards could still create. Nvidia works this out with the treasury stock method.[S5]

That method assumes awards are exercised and the money is used to buy back shares. The assumed money includes cost not yet recognised for future work.[S2]

Nvidia's fiscal 2026 note shows how it works:[S5]

In the filing · 10-K fiscal 2026, Note 4

Basic weighted average shares 24,359 million[S5]

The average shares outstanding during the year.

In the filing · Same note

Dilutive impact of outstanding equity awards 155 million[S5]

Extra shares that unvested and unexercised awards could create.

In the filing · Same note

Net income per share: basic / diluted $4.93 / $4.90[S5]

The same $120,067 million of net income spread over the two share counts.

Awards that would raise EPS are left out of the diluted count. For Nvidia that was 41 million shares in fiscal 2026.[S5]

What future pay is already granted?

Topic 718 notes show cost already granted but not yet expensed. Nvidia had $14.8 billion at Jan 25, 2026. It expects to recognise the RSU and performance-unit part over a weighted average of 2.3 years, and the ESPP part over 0.9 years.[S5]

Nvidia also had 1.3 billion shares available for future grants under its equity plans at that date.[S5]

Item 201(d) of Regulation S-K asks for an equity compensation plan table. It shows shares to be issued under outstanding awards and shares left for future grants.[S3]

In the proxy, the summary compensation table shows each top executive's stock and option awards. They are valued at grant date fair value under Topic 718.[S4] Our guide on how to read a proxy statement shows where it sits.

How does Cityfort show it?

Cityfort stock pages take stock-based pay from the cash flow statement. Where it is large, the page mentions it in the captions next to the profit figures.

See it on the Nvidia, Meta, Amazon and Tesla pages.

Check yourself

3 questions on what this page explains. Nothing is saved or scored.

  1. Q1 · In Nvidia's fiscal 2026, what did diluted EPS add to the basic share count?
    Show the answer

    The answer: 155 million shares from outstanding equity awards

    Nvidia's EPS note shows 24,359 million basic weighted average shares plus a dilutive impact of 155 million from equity awards, giving 24,514 million diluted shares.[S5]

  2. Q2 · When a company withholds an employee's vesting shares and pays the tax in cash, where does that cash payment go?
    Show the answer

    The answer: Financing activities in the cash flow statement

    FASB's Accounting Standards Update 2016-09 says cash paid by an employer when it directly withholds shares for tax purposes is classified as a financing activity.[S2]

  3. Q3 · Since the first quarter of fiscal 2027, how does Nvidia treat stock-based pay in its non-GAAP measures?
    Show the answer

    The answer: It no longer leaves it out

    Nvidia's Q2 fiscal 2027 release says its non-GAAP measures no longer exclude stock-based compensation from Q1 fiscal 2027, with earlier periods updated to match.[S6]

Questions people ask

If stock-based pay is not paid in cash, why is it an expense?
US accounting (FASB ASC Topic 718) treats shares and options given for work as pay. The cost is measured at fair value and recognised in the income statement as the work is done.[S1]
Why is stock-based pay added back in the cash flow statement?
Net income already has the expense taken off, but no cash left the company for it. So the cash flow statement adds it back when working out cash from operations, as Nvidia's, Meta's and Amazon's statements show.[S5][S7][S8]
What is the difference between basic and diluted EPS?
Basic EPS divides net income by the average shares outstanding. Diluted EPS adds the shares that equity awards could still create, worked out with the treasury stock method, and leaves out awards that would raise EPS.[S5][S2]
Where can I see how many more shares employee plans may create?
Item 201(d) of Regulation S-K asks for a table of shares to be issued under outstanding options, warrants and rights, and shares still available for future grants, as of the fiscal year end.[S3]

Sources

  1. S1Codification of Staff Accounting Bulletins, Topic 14: Share-Based Payment (introduction and section F, classification of compensation expense), accessed Oct 27, 2026 · U.S. Securities and Exchange CommissionTier 1: company or exchange filing · Oct 27, 2026
  2. S2Accounting Standards Update No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (incl. amended paragraph 260-10-45-29) · Financial Accounting Standards Board (FASB)Tier 1: company or exchange filing · Mar 30, 2016
  3. S317 CFR 229.201(d) (Regulation S-K Item 201(d)): securities authorized for issuance under equity compensation plans (eCFR, up to date as of Oct 23, 2026) · Electronic Code of Federal Regulations (eCFR)Tier 1: company or exchange filing · Oct 23, 2026
  4. S417 CFR 229.402(c) (Regulation S-K Item 402(c)): summary compensation table, stock and option awards at grant date fair value (eCFR, up to date as of Oct 23, 2026) · Electronic Code of Federal Regulations (eCFR)Tier 1: company or exchange filing · Oct 23, 2026
  5. S5NVIDIA Corp: Form 10-K for fiscal year 2026 (ended Jan 25, 2026): Item 5 (RSU share withholding), cash flow statement, Note 1 (net income per share), Note 3 (stock-based compensation), Note 4 (net income per share) · NVIDIA Corporation (SEC EDGAR)Tier 1: company or exchange filing · Feb 25, 2026
  6. S6NVIDIA Corp: Q2 fiscal 2027 earnings press release (Form 8-K, Exhibit 99.1), Non-GAAP Measures note · NVIDIA Corporation (SEC EDGAR)Tier 1: company or exchange filing · Aug 26, 2026
  7. S7Meta Platforms, Inc.: Form 10-K for fiscal year 2025, consolidated statements of cash flows · Meta Platforms, Inc. (SEC EDGAR)Tier 1: company or exchange filing · Jan 29, 2026
  8. S8Amazon.com, Inc.: Form 10-K for fiscal year 2025, consolidated statements of cash flows · Amazon.com, Inc. (SEC EDGAR)Tier 1: company or exchange filing · Feb 6, 2026
  9. S9Tesla, Inc.: Q4 and FY2025 Update (Form 8-K, Exhibit 99.1), reconciliation of GAAP to non-GAAP financial information · Tesla, Inc. (SEC EDGAR)Tier 1: company or exchange filing · Jan 28, 2026
  10. S10Meta Platforms, Inc.: Third Quarter 2026 results (Form 8-K, Exhibit 99.1), Non-GAAP Financial Measures · Meta Platforms, Inc. (SEC EDGAR)Tier 1: company or exchange filing · Oct 21, 2026

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