Gemini Space Station, Inc.GEMI
Gemini Space Station, Inc. Earnings Per Share Disclosure
Net Loss Per Share
Upon the consummation of the Company's IPO, all of the Company's pre-IPO Common Units were reclassified to Class A common stock and Class B common stock. The Company has retroactively adjusted the weighted average shares outstanding prior to the IPO to reflect this reclassification. Accordingly, the consolidated financial statements present all references to common stock and per share data as if the conversion of Common Units into common stock had occurred at the beginning of all periods presented.
The Company's basic and diluted net loss per share calculation for Class A common stock and Class B common stock for the years ended December 31, 2025, 2024, and 2023 is presented below (in thousands, except per share amounts):
| Year Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
Class A common stock | Class B common stock | Class A common stock | Class B common stock | Class A common stock | Class B common stock | ||||||||||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (187,550) | $ | (395,263) | $ | (10,289) | $ | (148,257) | $ | (14,980) | $ | (304,695) | |||||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||||||||||||||
Weighted average common stock outstanding, basic and diluted(1)(2) | 12,084 | 25,468 | 319 | 4,599 | 226 | 4,599 | |||||||||||||||||||||||||||||
| Net loss per share attributable to common stockholders: | |||||||||||||||||||||||||||||||||||
| Basic and diluted | $ | (15.52) | $ | (15.52) | $ | (32.24) | $ | (32.24) | $ | (66.25) | $ | (66.25) | |||||||||||||||||||||||
__________________ | |||||||||||||||||||||||||||||||||||
(1) Prior to the IPO, the Common Units outstanding excludes 25,256,004 and 24,485,635 Common Units and 9,417,617 and 9,426,525 Catch Up Common Units that were issued and outstanding as profits interest units as of December 31, 2024 and 2023, respectively. Vested Incentive Units and Convertible Preferred Units are considered as participating securities. However, these participating securities do not contractually require the holders to fund loss and were excluded from basic net loss per unit calculation for the years ended December 31, 2024 and 2023. Upon the consummation of the IPO, these units were fully converted into Class A common stock and Class B common stock and no longer outstanding. | |||||||||||||||||||||||||||||||||||
(2) Prior to the IPO, weighted average common units outstanding includes only Capital Common Units A and certain Basic Common Units granted directly to individuals. The rights, including the liquidation and dividend rights, of the holders of these certain Basic Common Units and Capital Common Units A are identical and as a result, the undistributed earnings loss are allocated on a proportionate basis and the resulting loss per share is the same. Upon the IPO, these units were fully reclassified into Class A common stock and Class B common stock and no longer outstanding. The effect of this reclassification is retroactively applied in the periods prior to the IPO. | |||||||||||||||||||||||||||||||||||
When calculating diluted net loss per share, the Company determined no adjustments to basic net loss per share were required. Prior to the Company's IPO, potentially dilutive securities included Convertible Preferred Units, Convertible Notes and Service-Based Common Units, which could be settled in the Company's Common Units. Following the IPO, potentially dilutive securities that may be settled in the Company's Class A common stock include stock-based awards. For the periods presented, these potentially dilutive securities were excluded from the computation of diluted net loss per share for because their effect would have been anti-dilutive, as the Company reported a net loss. Accordingly, the Company did not apply the if-converted method to outstanding Convertible Preferred Units and Convertible Notes or the treasury stock method to the outstanding Service-Based Common Units and stock-based awards. For additional information, please refer to Note 13. Related Party Loans and Convertible Notes, Note 17. Preferred Units & Preferred Stock and Note 18. Stock-Based Compensation.
The following potentially dilutive units were not included in the computation of diluted shares outstanding as the effect would have been antidilutive (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Convertible Preferred Units | — | 39,842 | 39,842 | ||||||||||||||
Unvested Service-Based Common Units | — | — | 306 | ||||||||||||||
Unvested RSAs | 3,180 | — | — | ||||||||||||||
Unvested RSUs | 8,669 | — | — | ||||||||||||||
Outstanding stock options | 6,847 | — | — | ||||||||||||||
| Total | 18,696 | 39,842 | 40,148 | ||||||||||||||
As of December 31, 2024, the Company had Convertible Notes with a fair value of $248.8 million, which were convertible, at the option of the holder upon maturity, into Series B Units at a price equal to 80% of the lowest original issue price per unit of the Series B Units. The underlying Series B Units were subsequently convertible into Common Units on a one-for-one basis. Please refer to Note 13. Related Party Loans and Convertible Notes for additional information. Upon the consummation of the IPO, all Convertible Notes were fully converted into shares of Class B common stock and are no longer outstanding.
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.