Net Loss per Share
Basic earnings per share is based on the weighted average number of shares of Class A common stock issued and outstanding. Diluted earnings per share is based on the weighted average number shares of Class A common stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive share-based awards outstanding. There is no difference in the number of shares used to calculate basic and diluted shares outstanding due to our net loss position. The potentially dilutive securities that would be anti-dilutive due to our net loss are not included in the calculation of diluted net loss per share attributable to controlling interest.
The following is a reconciliation of the denominators of the basic and diluted per share computations for net loss (in thousands, except share and per share data):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2024 | | Year Ended December 31, 2023 | | Year Ended December 31, 2022 |
| Net loss per share: | | | | | |
| Numerator – basic and diluted: | | | | | |
| Net loss | $ | (103,447) | | | $ | (225,812) | | | $ | (1,989,934) | |
| Less: Net loss attributable to noncontrolling interest | (56,788) | | | (150,958) | | | (1,411,829) | |
| Net loss attributable to Bakkt Holdings, Inc. – basic | $ | (46,659) | | | $ | (74,854) | | | $ | (578,105) | |
| Net loss and tax effect attributable to noncontrolling interests | $ | — | | | $ | — | | | $ | — | |
| Net loss attributable to Bakkt Holdings, Inc. – diluted | $ | (46,659) | | | $ | (74,854) | | | $ | (578,105) | |
| | | | | |
| Denominator – basic and diluted: | | | | | |
| Weighted average shares outstanding – basic | 5,855,083 | | | 3,563,333 | | | 2,846,719 | |
| Weighted average shares outstanding – diluted | 5,855,083 | | | 3,563,333 | | | 2,846,719 | |
| | | | | |
| Net loss per share – basic | $ | (7.97) | | | $ | (21.01) | | | $ | (203.08) | |
| Net loss per share – diluted | $ | (7.97) | | | $ | (21.01) | | | $ | (203.08) | |
Potential common shares issuable to employees or directors upon exercise or conversion of shares under our share-based and unit-based compensation plans and upon exercise of warrants are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive.
No shares that are contingently issuable as part of the Bakkt Crypto acquisition have been included in the calculation of diluted EPS as no amounts are payable as of December 31, 2024. The following table summarizes the total potential common shares excluded from diluted loss per common share as their effect would be anti-dilutive (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2024 | | Year Ended December 31, 2023 | | Year Ended December 31, 2022 |
| RSUs and PSUs | 1,421 | | 521 | | 551 |
| Public warrants | 286 | | 286 | | 286 |
| Opco warrants | — | | | 32 | | 32 |
| Class 1 and Class 2 warrants | 2,018 | | — | | | — | |
| Opco unvested incentive units | — | | | — | | | 89 |
| Opco common units | 7,178 | | 7,200 | | 7,250 |
| Total | 10,903 | | 8,039 | | 8,208 |
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.