Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Basic and diluted net loss per share attributable to Class A and Class B common stockholders was calculated as follows:


	Years ended December 31,
	2021		2020		2019
	(in thousands, except per share data)
Net loss	$	(587,756)	$	(136,392)	$	(363,737)
Net loss attributable to Class A and Class B common stockholders	(587,786)		(136,392)		(363,737)
Basic and diluted weighted average number of Class A and Class B common shares and common share equivalents outstanding(1)	412,922,424		88,691,582		87,829,419
Net loss per share attributable to Class A and Class B common stockholders—basic and diluted	$	(1.42)	$	(1.54)	$	(4.14)

(1) Prior period results have been adjusted to reflect the exchange of Legacy Clover's common stock for Clover Class B Common Stock at an exchange ratio of approximately 2.0681 in January 2021 as a result of the Business Combination. See Note 3 (Business Combination) for details.

Because the Corporation had a net loss during the year ended December 31, 2021, a net loss during the year ended December 31, 2020, and a net loss during the year ended December 31, 2019, the Corporation’s potentially dilutive securities, which include stock options, RSUs, PRSUs, preferred stock, and warrants to purchase shares of common stock and preferred stock, have been excluded from the computation of diluted net loss per share, as the effect would be anti-dilutive. Therefore, during these periods, the diluted common shares outstanding equals the average common shares outstanding. The Corporation excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Class A and Class B common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Years ended December 31,
	2021	2020	2019
Options to purchase common stock (1)	32,879,626	36,557,759	24,344,848
RSUs	21,294,841	—	—
PRSUs	27,818,524	—	—
Convertible preferred stock (as converted to common stock) (1)	—	139,444,346	139,444,346
Warrants to purchase common stock (as converted to common stock) (1)	—	7,502,902	4,884,132
Warrants to purchase convertible preferred stock (as converted to common stock) (1)	—	—	2,618,770
Total anti-dilutive shares excluded from computation of earnings per share	81,992,991	183,505,007	171,292,096