Zeta Global Holdings Corp. Earnings Per Share Disclosure
NOTE 19. Net Loss Per Share Attributable to Common Stockholders
Basic net loss per share is computed using the two-class method, by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, outstanding stock options, warrants, to the extent dilutive. However, the unvested restricted stock, RSUs and PSUs as of December 31, 2025 and 2024 of 24,976,756 and 42,792,051, respectively, are not considered as participating securities and are anti-dilutive and as such are excluded from the weighted average number of shares used for calculating basic and diluted net loss per share. For periods in which the Company has reported net losses, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the periods presented:
|
|
Year ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Numerator: |
|
|
|
|
|
|
|
|
|
|||
Numerator for Basic and Diluted loss per share – loss available to common stockholders |
|
$ |
(31,509 |
) |
|
$ |
(69,771 |
) |
|
$ |
(187,481 |
) |
Denominator: |
|
|
|
|
|
|
|
|
|
|||
Class A Common Stock |
|
|
201,565,939 |
|
|
|
168,277,091 |
|
|
|
140,593,656 |
|
Class B Common Stock |
|
|
19,156,875 |
|
|
|
17,707,016 |
|
|
|
16,103,652 |
|
Denominator for Basic and Diluted loss per share – weighted-average common stock |
|
|
220,722,814 |
|
|
|
185,984,107 |
|
|
|
156,697,308 |
|
Basic and Diluted loss per share |
|
$ |
(0.14 |
) |
|
$ |
(0.38 |
) |
|
$ |
(1.20 |
) |
Since the Company was in a net loss position for all periods presented, the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Therefore, net loss per share attributable to common stockholders was the same on a basic and diluted basis.
Anti-dilutive weighted-average common equivalent shares were as follows:
|
|
Year ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Options |
|
|
2,317,812 |
|
|
|
3,663,812 |
|
|
|
2,065,316 |
|
Restricted Stock and RSUs |
|
|
14,252,881 |
|
|
|
42,361,451 |
|
|
|
56,915,993 |
|
PSUs |
|
|
1,679,898 |
|
|
|
7,504,227 |
|
|
|
4,370,543 |
|
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.