Net Loss Per Share

12 Months Ended

Dec. 31, 2025

NOTE 14 - NET LOSS PER SHARE

Basic net income (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to Class A common shareholders for the years ended December 31, 2025 and 2024 by the weighted-average number of shares of Class A common stock outstanding for the same periods.

Diluted net income per share of Class A common stock includes additional weighted average common shares that would have been outstanding if potential common shares with a dilutive effect had been issued using the if-converted method for the Series A Preferred Stock and Convertible Notes, and the treasury method for our RSUs, PSUs, options, and warrants. During loss periods, diluted net loss per share for all periods presented is the same as basic net loss per share as the inclusion of the potentially issuable shares would be anti-dilutive. The Capped Call transactions entered into in connection with the Convertible Notes (as discussed in Note 8) are excluded from diluted net income (loss) per share calculations as they are designed to reduce potential dilution and are currently anti-dilutive.

The following table presents the computation of the basic and diluted income (loss) per share of Class A Common Stock (in thousands, except share data):


	Year Ended December 31,
	2025		2024
Numerator
Net loss	$	(106,846)	$	(346,922)
Less: Net loss attributable to redeemable noncontrolling interest	(25,059)		(67,004)
Less: Net income attributable to noncontrolling interest	1,507		3,495
Net loss attributable to the Company	(83,294)		(283,413)
Less: Cumulative preferred dividends	(616)		(896)
Net loss attributable to Class A common shareholders	$	(83,910)	$	(284,309)
Denominator
Basic and diluted weighted-average shares of Class A common stock outstanding	115,426,620		61,410,250





Net loss per share of Class A common stock - basic and diluted	$	(0.73)	$	(4.63)

The following table presents potentially dilutive securities, as of the end of the periods, excluded from the computation of diluted net income (loss) per share of Class A Common Stock as their effect would be anti-dilutive, their exercise price was out-of-the-money, or because of unsatisfied contingent issuance conditions.


	Year Ended December 31,
	2025	2024
RSUs and PSUs(1)	2,941,731	3,307,039
Options(1)(4)	748,357	989,423
Series A Preferred Stock(2)	2,091,854	1,893,830
Warrants (publicly issued), Initial Warrants, Conversion Warrants, and Series A Preferred Warrants (1)(4)	4,857,302	26,787,265
Earn Out Units(3)	—	7,500,000
Escrow Shares(5)	329,827	—
Convertible Notes(2)	26,310,770	—

(1) Represents the number of instruments outstanding at the end of the period that were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive. The number of RSUs outstanding at the year ended December 31, 2025 consists of 2,752,419 unvested RSUs and 189,312 vested RSUs with elected deferrals of the issuance of Class A common stock.

(2) Represents the number of instruments outstanding as converted at the end of the period that were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive. For the year ended December 31, 2025, the Convertible Notes (if-converted) included in the table above that were out-of-the-money totaled 26,310,770.

(3) Represents the number of Earn Out Units outstanding at the end of the period that were excluded due to unsatisfied contingent issuance conditions.

(4) Options and warrants with exercises prices greater than the average market price of our Class A common stock would be excluded from the computation of diluted net income per share because they are out-of-the-money. There was no out-of-the-money Options included in the table above for the years ended December 31, 2025 and 2024. The out-of-the-money warrants included in the table above was none for the year ended December 31, 2025, and 22,636,485 for the year ended December 31, 2024.

(5) Represents the number of escrow shares outstanding at the end of the period due to unsatisfied contingent issuance conditions and were determined to be anti-dilutive.

During the first quarter of 2026, we issued 24,509,191 shares of Class A Common Stock related to the acquisition of Lanteris and 11,574,069 shares of Class A Common Stock in a private sale pursuant to the Securities Purchase Agreement. See Notes 2 and 19 for additional information on these transactions.