Venu Holding Corp Earnings Per Share Disclosure
The Company computes basic and diluted net income (loss) per share in accordance with ASC 260, Earnings Per Share. Basic EPS is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. The Company applies the two-class method as it has multiple classes of equity including the Series B 4% Convertible Preferred Stock, issued on June 16, 2025.
The Series B Preferred Stock is not a participating security and does not share in undistributed earnings beyond its fixed 4% cumulative dividend. Under the two-class method, income available to common shareholders is reduced by the cumulative preferred dividend, whether declared or not.
The Series B Preferred is convertible at the option of the holder into shares of common stock per preferred share (plus accrued dividends), and is considered a potentially dilutive security. For the year ended December 31, 2025, the assumed conversion of the Series B Preferred Stock was anti-dilutive and excluded in the diluted EPS computation. As of December 31, 2025, the Series B Preferred Stock had dividends accrued of $223,875.
| For the Year Ended December 31, 2025 | ||||||||
| Class B | Common | |||||||
| Basic and diluted net loss per share of common stock | ||||||||
| Numerator: | ||||||||
| Allocation of net loss | $ | (397,334 | ) | $ | (43,696,388 | ) | ||
| Less : Series B preferred dividend | $ | (2,017 | ) | $ | (221,858 | ) | ||
| Net loss attributable to common stock holders - basic | $ | (399,351 | ) | $ | (43,918,246 | ) | ||
| Denominator: | ||||||||
| Basic and diluted weighted average shares outstanding | ||||||||
| Basic and diluted net loss per share of common stock | $ | ) | $ | ) | ||||
| For the Year Ended December 31, 2024 | ||||||||||||||||
| Class B | Class C | Class D | Common | |||||||||||||
| Basic and diluted net loss per share of common stock | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net loss | $ | (620,265 | ) | $ | (5,784,717 | ) | $ | (13,968,689 | ) | $ | (9,966,084 | ) | ||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | ||||||||||||||||
| Basic and diluted net loss per share of common stock | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
VENU HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2025 AND 2024
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Mar 31, 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.