LOSS PER SHARE
The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock. Class B Common Stock does not have economic rights in Nerdy Inc., including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B Common Stock has not been presented. Basic loss per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted loss per share is based on the average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of Stock Options, SARs, RSAs, and RSUs, if any, using the “treasury stock” method and for the Combined Interests that convert into potential shares of Class A Common Stock, if any, using the “if converted” method.
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| Year Ended December 31, |
| 2025 | | 2024 | | 2023 |
| Net Loss Attributable to Class A Common Stockholders | $ | (39,920) | | | $ | (42,585) | | | $ | (40,174) | |
| Less: Undistributed net earnings attributable to participating securities | — | | | — | | | — | |
| Net loss attributable to Class A Common Stockholders for basic and diluted loss per share | $ | (39,920) | | | $ | (42,585) | | | $ | (40,174) | |
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| Weighted-average shares of Class A Common Stock for basic and diluted loss per share | 120,830 | | | 111,695 | | | 97,157 | |
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| Basic and Diluted loss per share of Class A Common Stock | $ | (0.33) | | | $ | (0.38) | | | $ | (0.41) | |
The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share for the periods presented as they were anti-dilutive.
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| Year Ended December 31, |
| 2025 | | 2024 | | 2023 |
| Stock options | 2,484 | | | 1,919 | | | 1,394 | |
| Stock appreciation rights | 5,648 | | | 5,713 | | | 5,759 | |
| Restricted stock awards | — | | | — | | | 119 | |
| Restricted stock units | 7,870 | | | 14,893 | | | 15,072 | |
| Restricted stock units - founder’s award | 9,258 | | | 9,258 | | | 9,258 | |
| Market-based performance restricted stock units | 1,758 | | | — | | | — | |
| Combined Interests that can be converted into shares of Class A Common Stock | 64,395 | | | 64,395 | | | 67,256 | |
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.