C4 Therapeutics, Inc.CCCC

C4 Therapeutics, Inc. Earnings Per Share Disclosure

10-KFiled Feb 26, 20262 min read
Net loss per share
As described in Note 2, Summary of significant accounting policies, for periods in which the Company reports a net loss, potentially dilutive securities have been excluded from the computation of diluted net loss per share as their effects would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares presented based on amounts outstanding at period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:
Years Ended December 31,
20252024
Class A Warrants50,608,500 — 
Class B Warrants50,608,500 — 
Options to purchase common stock13,703,967 11,849,611 
Restricted Stock Units2,818,751 1,443,319 
117,739,718 13,292,930 
Holders of the Company's Class A and Class B Warrants participate in dividends on an as-converted basis when declared on common stock. As a result, both Class A and Class B Warrants meet the definition of a participating security, which requires the application of the two-class method to compute both basic and diluted net income per share. The two-class method is an earnings allocation formula that treats participating securities as having rights to earnings that would otherwise have been available to common stockholders. In addition, as the Class A and Class B Warrants are participating securities, it is required to calculate diluted net income per share under the if-converted method in addition to the two-class method and utilize the most dilutive result. In periods where there is a net loss, no allocation of undistributed net loss to stockholders is performed as the holders of our Class A and Class B Warrants are not contractually obligated to participate in the Company's losses.
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. Potential common shares that are issuable for little or no cash consideration, such as the Company’s Pre-Funded Warrants issued with a de minimis exercise price of $0.0001 per share, respectively, are considered outstanding common shares which are included in the calculation of basic and diluted net income (loss) per share in all circumstances. Diluted earnings per share is computed using the weighted average number of Common Stock and, if
dilutive, potential Common Stock outstanding during the period. Potential Common Stock consists of the incremental Common Stock issuable upon the exercise of stock options and warrants (in thousands, except share and per share data):
Years Ended December 31,
20252024
Numerator:
Net loss —basic and diluted$(104,994)$(105,316)
Denominator:
Weighted-average common stock outstanding76,915,757 69,372,993 
Weighted average of pre-funded warrants exercisable for nominal consideration5,978,702 — 
Weighted-average number of shares—basic and diluted82,894,459 69,372,993 
Net loss per share —basic and diluted$(1.27)$(1.52)
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Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 27, 2025
2023Feb 22, 2024
2022Feb 23, 2023
2021Feb 24, 2022

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.

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