Net Income Per Share

12 Months Ended

Dec. 31, 2025

15. NET INCOME PER SHARE

As of December 31, 2025, 45,005,284 shares of OSG's common stock (par value $0.01) and a warrant entitling the holder to acquire up to 5,092,707 shares of common stock at an exercise price of $18.50 per share were issued and outstanding. The

warrant was issued September 29, 2025, and allows the holder to convert the warrant at its Black-Sholes value, settleable in shares of OSG common stock or cash at OSG's election. Common shares outstanding decreased by 1,501,689 during the year ended December 31, 2025, primarily due to share repurchases partially offset by shares issued in connection with employee stock compensation.

Share Repurchases

On November 12, 2024, Octave’s Board of Directors authorized a share repurchase program, under which Octave may opportunistically repurchase up to $50,000 of the Company’s common shares at management’s discretion over the period ending on December 31, 2026.

The following table shows shares repurchased by year.


($ in thousands, except per share)	Year Ended December 31,
	2022		2023		2024		2025
Shares repurchased	1,605,316		325,068		937,141		3,434,745
Total cost	$	14,217	$	4,510	$	11,699	$	29,942
Average purchase price per share	$	8.86	$	13.88	$	12.48	$	8.72
Unused authorization amount							$	8,449

Earnings Per Share Calculation

The numerator of the basic and diluted earnings per share computation represents net income (loss) attributable to common stockholders adjusted by the retained earnings impacts of the noncontrolling adjustment to redemption value under ASC 480 or amendments resulting in revaluation to fair value and reclassification of NCI shares to redeemable NCI. Adjustments to the carrying value of redeemable noncontrolling interest are further described in the Redeemable NCI section of Note 2. Basis of Presentation and Significant Accounting Policies.

The following table provides a reconciliation of net income (loss) from continuing operations attributable to common stockholders to the numerator in the basic and diluted earnings per share calculation, together with the resulting earnings per share amounts:


Year ended December 31,	2025		2024		2023
Net income (loss) attributable to Octave common stockholders	$	(98,404)	$	(59,282)	$	(24,551)
Adjustment to redemption value (ASC 480)	(18,175)		(5,222)		4,792
Numerator of basic and diluted EPS	$	(116,579)	$	(64,504)	$	(19,759)
Per Share:
Basic	$	(2.47)	$	(1.37)	$	(0.43)
Diluted	$	(2.47)	$	(1.37)	$	(0.43)

The denominator of the basic earnings per share computation represents the daily weighted average common shares outstanding plus vested restricted stock units and performance stock units (together, "Basic Weighted Average Shares Outstanding"). The denominator of diluted earnings per share adjusts the basic weighted average shares outstanding for all potential dilutive common shares outstanding during the period. All potential dilutive common shares outstanding consider common stock deliverable pursuant to warrants, employee options, unvested restricted stock units and unvested performance stock units granted under existing compensation plans.

In determining diluted net income (loss) per share, whether net income from continuing operations is positive or negative

controls whether dilutive shares are included in the determination. For all periods presented, net income from continuing operations was negative, a net loss. Accordingly, since including dilutive shares would dilute the loss from continuing operations, no dilutive shares are included in any of the per share calculations. The following table provides a reconciliation of the common shares used for basic net income per share to the diluted shares used for diluted net income per share:


Year Ended December 31,	2025	2024	2023
Basic weighted average shares outstanding	47,181,227	46,969,708	45,636,649
Effect of potential dilutive shares (1):

Restricted stock units	—	—	—
Performance stock units (1)	—	—	—
Diluted weighted average shares outstanding	47,181,227	46,969,708	45,636,649
Anti-dilutive shares excluded from the above reconciliation
Warrants (2)	1,311,546	—	—
Options (2)	279,740	—	—
Restricted stock units	164,101	479,781	550,255
Performance stock units (1)	8,273	817,483	900,964

(1)Performance stock units are reflected based on the performance metrics through the balance sheet date. Vesting of these units is contingent upon meeting certain performance metrics. Although a portion of these performance metrics have been achieved as of the respective period end, it is possible that awards may no longer meet the metric at the end of the performance period.