Onterris, Inc. Earnings Per Share Disclosure
18. NET LOSS PER SHARE
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during each period. The Convertible and Redeemable Series A-2 Preferred Stock was considered a participating security during the applicable period. Net losses were not allocated to the Convertible and Redeemable Series A-2 stockholders, as they were not contractually obligated to share in the Company’s losses.
Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding for the period using the treasury-stock method or the as-converted method. Potentially dilutive shares are comprised of RSAs, RSUs, SARs, Series A-2 Preferred Stock, and shares of common stock underlying stock options outstanding under the Plans. During the years ended December 31, 2025, 2024 and 2023, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss attributable to common stockholders and potentially dilutive shares being anti-dilutive.
The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Net loss |
|
$ |
(843 |
) |
|
$ |
(62,314 |
) |
|
$ |
(30,859 |
) |
Convertible and Redeemable Series A-2 Preferred Stock dividend |
|
|
(4,150 |
) |
|
|
(11,064 |
) |
|
|
(16,400 |
) |
Net loss attributable to common stockholders – basic and diluted |
|
|
(4,993 |
) |
|
|
(73,378 |
) |
|
|
(47,259 |
) |
Weighted-average number of shares of common stock outstanding – basic and diluted |
|
|
35,120 |
|
|
|
33,061 |
|
|
|
30,058 |
|
Net loss per share attributable to common stockholders – basic and diluted |
|
$ |
(0.14 |
) |
|
$ |
(2.22 |
) |
|
$ |
(1.57 |
) |
The following common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the years ended December 31:
|
|
December 31, |
|
|||||||||
|
|
2025(1) |
|
|
2024(1) |
|
|
2023(1) |
|
|||
Stock options |
|
|
2,959,850 |
|
|
|
3,026,096 |
|
|
|
3,308,463 |
|
Restricted stock |
|
|
2,324,404 |
|
|
|
2,617,059 |
|
|
|
2,468,722 |
|
Series A-2 Preferred Stock |
|
|
2,654,739 |
|
|
|
4,293,793 |
|
|
|
5,952,609 |
|
SARs(2) |
|
|
— |
|
|
|
— |
|
|
|
3,000,000 |
|
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.