Warrants
Warrants are essentially call options issued by a firm. The important difference between
calls and warrants is that exercise of a warrant requires the firm to issue a new share of stock
to satisfy its obligation—the total number of shares outstanding increases. Exercise of a call
option requires only that the writer of the call deliver an already-issued share of stock, so the
number of shares outstanding remains fixed. Also unlike call options, warrants provide a cash
flow to the firm when the warrant holder pays the exercise price. These differences mean war￾rant values will differ somewhat from the values of call options with identical terms.
Like convertible debt, warrant terms may be tailored to meet the needs of the firm. Also like
convertible debt, warrants generally are protected against stock splits and dividends in that the
exercise price and the number of warrants held are adjusted to offset the effects of the split.
Warrants often are issued in conjunction with another security. Bonds, for example, may
be packaged together with a warrant “sweetener,” frequently a warrant that may be sold sepa￾rately. This is called a detachable warrant.
Warrants and convertible securities create the potential for an increase in outstanding
shares of stock if exercise occurs. Exercise obviously would affect financial statistics that
are computed on a per-share basis, so annual reports must include earnings per share figures
under the assumption that all convertible securities and warrants are exercised. These figures
are called fully diluted earnings per share.2

概括

认股权证本质上是公司发行的看涨期权，其与普通看涨期权的核心区别在于：权证行权时公司需增发新股履行义务（导致流通股数量增加），而期权行权仅需卖方交付已发行股票（流通股数量不变）。此外，权证行权时公司能获得行权价现金流入，这些差异使权证价值与条款相同的看涨期权存在偏差。

与可转债类似，权证条款可定制化设计，且通常设置反稀释条款——通过调整行权价和权证数量来抵消股票拆分或分红的影响。权证常与其他证券捆绑发行（如附赠可分离权证的公司债券）。

权证与可转债的行权可能导致流通股增加，进而影响每股财务指标。因此年报必须披露”完全稀释每股收益”，即假设所有可转债和权证行权后的每股收益数据。