Blaize Holdings, Inc.BZAI
Blaize Holdings, Inc. Earnings Per Share Disclosure
Note 13. Net Loss per Share of Common Stock
Prior to the Merger, the Company used the two-class method required for participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to shares in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s redeemable convertible preferred stock that was outstanding prior to the Merger contractually entitled the holders of such stock to participate in dividends but did not contractually require the holders of such stock to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss attributable to common stockholders, such losses were not allocated to the redeemable convertible preferred stock.
After the Merger, the Company applied the treasury stock method to determine the dilutive effect of potentially dilutive securities, and the if-converted method to determine the dilutive effect of any potentially dilutive convertible securities, as post-merger, the Company’s only participating securities were shares of the Company’s common stock, and any dividends declared on the common stock would be forfeitable if not vested.
Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common stock outstanding during the period, without consideration of potentially dilutive securities. There are no potentially dilutive securities included in the Company’s diluted net loss per share calculation for the years ended December 31, 2025 and 2024, as the effect of any potentially dilutive security is anti-dilutive due to the net losses in those periods.
The table below sets forth the computation of basic and dilutive net loss per share:
| For the Year Ended December 31, | ||||||||||||||
| (Amounts in thousands, except share and per share amounts) | 2025 | 2024 | ||||||||||||
| Numerator | ||||||||||||||
| Net loss | $ | (206,904) | $ | (61,195) | ||||||||||
| Denominator: | ||||||||||||||
| Weighted-average shares outstanding, basic and diluted | 104,275,265 | 17,476,105 | ||||||||||||
| Net loss per share, basic and diluted | $ | (1.98) | $ | (3.50) | ||||||||||
The table below sets forth a listing of potentially dilutive securities that were excluded from the calculation of diluted net loss per share attributable to common shareholders because the impact of including them would have been anti-dilutive or out-of-the-money:
| As of December 31, | ||||||||||||||
| 2025 | 2024 (1) | |||||||||||||
| Stock options | 28,746,278 | 12,736,621 | ||||||||||||
| RSUs | 9,359,499 | 3,743,578 | ||||||||||||
| Earnout shares | 17,600,000 | — | ||||||||||||
| Warrants issued to an advisor | 50,000 | — | ||||||||||||
| Polar warrants | 9,375,000 | — | ||||||||||||
| BZAI warrants | 29,648,250 | — | ||||||||||||
| Legacy Blaize redeemable convertible preferred stock | — | 34,702,999 | ||||||||||||
| Legacy Blaize warrants | — | 4,695,604 | ||||||||||||
| Total | 94,779,027 | 55,878,802 | ||||||||||||
(1) On the date of the Merger, the Legacy Blaize redeemable convertible preferred stock and Legacy Blaize warrants were converted into common stock of the Company. Upon the consummation of the Merger, each outstanding stock
option to purchase Legacy Blaize common stock was converted into a stock option of the Company, upon substantially the same terms and conditions as in effect with respect to the corresponding Legacy Blaize option, and the right to receive a number of earnout shares. Additionally, each Legacy Blaize RSU was converted into an RSU of the Company, upon substantially the same terms and conditions as in effect with respect to the corresponding Legacy Blaize RSU, and the right to receive a number of earnout shares. Certain Legacy Blaize RSUs were converted to shares of the Company’s common stock on the date of the Merger, as these RSUs included a liquidity condition which was satisfied upon the event of the Merger.
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.