Tvardi Therapeutics, Inc. Earnings Per Share Disclosure
12. Net Loss Per Share
Basis and diluted net loss per share attributable to common stockholders was calculated as follows (dollar amounts in thousands):
For the Year Ended | ||||||
December 31, | ||||||
| 2025 | | 2024 | |||
Numerator: |
| |
| | ||
Net loss for basic net loss per share attributable to common stockholders | $ | (18,214) | $ | (29,397) | ||
Reversal of fair market value remeasurement net gain on Convertible Notes (1) | (7,810) | — | ||||
Add back of interest expense from the Convertible Notes (1) | 651 | — | ||||
Net loss for diluted net loss per share attributable to common stockholders | $ | (25,373) | $ | (29,397) | ||
Denominator: |
| |
| | ||
Weighted-average common shares outstanding, basic |
| 7,419,060 |
| 2,574,233 | ||
Effect of potentially dilutive securities: | ||||||
Convertible Notes | 364,122 | — | ||||
Weighted-average common shares outstanding, diluted | 7,783,182 | 2,574,233 | ||||
Net loss per share attributable to common stockholders: | ||||||
Basic | $ | (2.46) | $ | (11.42) | ||
Diluted | $ | (3.26) | $ | (11.42) | ||
| (1) | As the Company recorded its Convertible Notes at fair value, when calculating the diluted net loss per share for the year ended December 31, 2025, the respective fair value remeasurement net gain of $7.8 million recognized in the consolidated statement of operations and comprehensive loss during the year ended December 31, 2025 should be reversed and treated as an adjustment to the numerator. In addition, the $0.7 million of interest expense from the Convertible Notes recognized in the consolidated statement of operations and comprehensive loss during the year ended December 31, 2025 should be added back as an adjustment to the numerator. |
The Company’s potentially dilutive securities include its stock options to purchase common stock, Preferred Stock, and Convertible Notes. For the year ended December 31, 2025, the Company’s Convertible Notes have been included in the computation of diluted net loss per share as the effect for the period was determined to be dilutive while its stock options to purchase common stock and Preferred Stock were excluded from the diluted net loss per share computation as the effect was determined to be anti-dilutive. All of the Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share for the year ended December 31, 2024, as the effect would be anti-dilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders for the year ended December 31, 2024 is the same.
The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:
For the Year Ended | ||||
December 31, | ||||
| 2025 | | 2024 | |
Preferred stock (as converted to common stock) |
| — |
| 3,963,910 |
Stock options to purchase common stock |
| 1,212,246 |
| 729,010 |
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Mar 11, 2025 | |
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.