Verde Clean Fuels, Inc.VGAS
Verde Clean Fuels, Inc. Earnings Per Share Disclosure
LOSS PER SHARE
Loss per share
Prior to the reverse recapitalization in connection with the Business Combination, all net loss was attributable to the noncontrolling interest.
Basic net loss per share has been computed by dividing net loss attributable to Class A common stockholders for the period subsequent to the Business Combination by the weighted average number of shares of Class A common stock outstanding for the same period. Diluted loss per share of Class A common stock were computed by dividing net loss attributable to Class A common stockholders by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.
The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of shares of Common Stock outstanding used to calculate both basic and diluted net loss per share is the same. The following table sets forth the computation of net loss used to compute basic net loss per share of Class A common stock for the years ended December 31, 2024 and 2023.
| For the Year Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net loss attributable to Verde Clean Fuels, Inc. | (3,334,356) | (2,743,588) | |||||||||
| Basic weighted-average shares outstanding | 6,286,033 | 6,140,529 | |||||||||
| Dilutive effect of share-based awards | - | - | |||||||||
| Diluted weighted-average shares outstanding | 6,286,033 | 6,140,529 | |||||||||
| Basic loss per share | $ | (0.53) | $ | (0.45) | |||||||
| Diluted loss per share | $ | (0.53) | $ | (0.45) | |||||||
The Company’s Warrants, earn out shares and stock options could have the most significant impact on diluted shares should the instruments represent dilutive instruments. However, securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when a loss from continuing operations exists or when the exercise price exceeds the average closing price of the Company’s shares of Class A common stock during the period, because their inclusion would result in an anti-dilutive effect on per share amounts.
The following amounts were not included in the calculation of net loss per diluted share for the periods presented because their effects were anti-dilutive:
| As of December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Warrants | 15,383,263 | 15,383,263 | |||||||||
| Earn out shares (1) | 3,234,375 | 3,234,375 | |||||||||
| Convertible debt | - | 40,961 | |||||||||
| Stock options | 3,387,638 | 1,236,016 | |||||||||
| RSUs (2) | - | 141,656 | |||||||||
| Total anti-dilutive instruments | 22,005,276 | 20,036,271 | |||||||||
(1)Excludes 3,500,000 Class C common stock earn out shares convertible into shares of Class A common stock. Shares of Class C common stock are not participating securities; thus, the application of the two-class method is not required.
(2)Excludes 20,832 of vested and deferred RSUs outstanding as of December 31, 2024. Such shares are included within weighted-average shares outstanding for the computation of basic and diluted loss per share. See Note 9 for further information.
Noncontrolling Interests
Following the Business Combination, holders of Class A common stock own direct controlling interest in the results of the combined entity, while Holdings own an economic interest in the Company, shown as noncontrolling interests (“NCI”) in stockholders’ equity in the Company’s consolidated financial statements. The indirect economic interests are held by Holdings in the form of Class C OpCo Units.
Following the completion of the Business Combination, the ownership interests of the Class A common stockholders and the NCI were 29.38% and 70.62%, respectively. As of December 31, 2024, the ownership interests of the Class A common stockholders and the NCI were 29.8% and 70.2%, respectively. The change in ownership interests was due to Warrant exercises during the year ended December 31, 2023, as well as the settlement of the Promissory Note and the issuance of shares of Class A common stock as a result of RSUs vesting during the year ended December 31, 2024. See Notes 7, 9 and 10 for further information. The NCI may further decrease according to the number of shares of Class C common stock and Verde Clean Fuels OpCo LLC Class C units that are exchanged for shares of Class A common stock or due to the issuance of additional shares of Class A common stock.
As a result of these exchanges, the Company’s equity attributable to the NCI and the Class A common stockholders was rebalanced to reflect the change in ownership percentage, as calculated based on the respective ownership interests of the combined equity interests.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2024 | Mar 28, 2025 | Showing above |
| 2023 | Mar 28, 2024 | |
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.