LOSS PER SHARE

12 Months Ended

Dec. 31, 2025

11 – LOSS PER SHARE

Loss per share

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 Year Ended December 31,
(in thousands, except share and per share amounts)		2025		2024
Net loss attributable to Verde Clean Fuels, Inc.		$	(6,958)	$	(3,334)
Basic weighted-average shares outstanding		17,842,927		6,286,033
Dilutive effect of share-based awards		-		-
Diluted weighted-average shares outstanding		17,842,927		6,286,033
Basic loss per share		$	(0.39)	$	(0.53)
Diluted loss per share		$	(0.39)	$	(0.53)

The Company’s Warrants, Sponsor 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 Class A common stock during the period, because their inclusion would result in an anti-dilutive effect on per share amounts.

As of December 31, 2025, the Company has not yet settled 20,832 of the vested RSUs, as the awardee elected to defer receipt. The Company includes the vested and deferred RSUs within weighted-average shares outstanding for the computation of basic and diluted loss per share. See Note 9 for further information.

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,
	2025	2024
Warrants	15,383,263	15,383,263
Sponsor earn out shares (1)	3,234,375	3,234,375

Stock options	5,921,656	3,387,638

Total anti-dilutive instruments	24,539,294	22,005,276

(1)Excludes 3,500,000 Class C 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. See Note 9 for further information.

Noncontrolling Interests

As of December 31, 2024, the ownership interests of the Class A common stockholders and the NCI were 29.80% and 70.20%, respectively. As of December 31, 2025, the ownership interests of the Class A common stockholders and the NCI were 49.49% and 50.51%, respectively. The change in ownership interests was due to the issuance of Class A common stock to Cottonmouth during the year ended December 31, 2025. See Note 3 for further information.