Earnings (Loss) Per Share
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net earnings (loss) per share of Class A and Class D common stock for the periods (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2025 | | 2024 | | 2023 |
| Numerator: | | | | | |
| Net income (loss) | $ | (40,254) | | | $ | 427,585 | | | $ | (23,083) | |
| Less: Net income (loss) attributable to non-controlling interests | (1,447) | | | 3,207 | | | (1,456) | |
| Net income (loss) attributable to Clearwater Analytics Holdings, Inc. - basic and diluted | $ | (38,807) | | | $ | 424,378 | | | $ | (21,627) | |
The following table sets forth the computation of basic and diluted net earnings (loss) per share of Class A and Class D common stock (in thousands, except share amounts and per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2025 | | 2024 | | 2023 |
| Class A | | Class D | | Class A | | Class D | | Class A | | Class D |
| Basic net income (loss) attributable to Class A and Class D common stockholders | | | | | | | | | | | |
| Numerator: | | | | | | | | | | | |
| Allocation of net income (loss) attributable to Clearwater Analytics, Inc. | $ | (37,732) | | | $ | (1,075) | | | $ | 309,418 | | | $ | 114,960 | | | $ | (9,211) | | | $ | (12,416) | |
| Denominator: | | | | | | | | | | | |
| Weighted average number of shares of Class A and Class D common stock outstanding - basic | 263,804,771 | | 7,518,787 | | 159,906,046 | | 59,410,579 | | 85,048,639 | | 114,643,234 |
| Basic net earnings (loss) per share attributable to Class A and Class D common stockholders | $ | (0.14) | | | $ | (0.14) | | | $ | 1.93 | | | $ | 1.93 | | | $ | (0.11) | | | $ | (0.11) | |
| | | | | | | | | | | | | | |
| | December 31, 2024 |
| | Class A | | Class D |
| Diluted net income attributable to Class A and Class D common stockholders | | | | |
| Numerator: | | | | |
| Allocation of net income attributable to Clearwater Analytics, Inc. | | $ | 309,418 | | | $ | 114,960 | |
| Reallocation of earnings as a result of potentially dilutive equivalents | | 18,297 | | | (15,090) | |
| Reallocation of earnings as a result of conversion of Class D common stock to Class A common stock | | 99,870 | | | — | |
| Allocation of undistributed earnings | | $ | 427,585 | | | $ | 99,870 | |
| Denominator: | | | | |
| Weighted average number of shares of Class A and Class D common stock outstanding - basic | | 159,906,046 | | 59,410,579 |
| Add: weighted-average effect of dilutive securities exchangeable for Class A common stock: | | | | |
| Class B and Class C common stock | | 26,799,077 | | | — | |
| Stock options of Clearwater Analytics Holdings, Inc. | | 5,615,242 | | | — | |
| RSUs of Clearwater Analytics Holdings, Inc. | | 2,604,418 | | | — | |
| ESPP of Clearwater Analytics Holdings, Inc. | | 27,177 | | | — | |
| Conversion of Class D common stock to Class A common stock outstanding | | 59,410,579 | | | — | |
| Weighted average number of shares of Class A and Class D common stock outstanding - diluted | | 254,362,539 | | | 59,410,579 | |
| Diluted net earnings per share attributable to Class A and Class D common stockholders | | $ | 1.68 | | | $ | 1.68 | |
The computation of diluted net earnings per share for the years ended December 31, 2025 and 2023 are not
separately presented as the Company was in a net loss position in such periods.
Shares of the Company's Class B and Class C common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings (loss) per share of Class B and Class C common stock under the two-class method has not been presented.
The following weighted-average potentially dilutive securities were evaluated under the treasury stock method for potentially dilutive effects and have been excluded from diluted net loss per share in the periods presented due to their anti-dilutive effect:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2025 | | 2024 | | 2023 |
| Conversion of Class B and Class C common stock | 7,973,895 | | | — | | | 42,973,041 |
| Stock options of Clearwater Analytics Holdings, Inc. | 4,539,670 | | 25,438 | | | 9,505,777 |
| RSUs of Clearwater Analytics Holdings, Inc. | 3,612,245 | | 804,920 | | 3,396,765 |
| ESPP of Clearwater Analytics Holdings, Inc. | 17,220 | | | — | | | 183,134 |
| Total | 16,143,030 | | 830,358 | | 56,058,717 |
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.