v3.26.1
Net Loss Per Share
3 Months Ended
Mar. 31, 2026
Earnings Per Share [Abstract]  
Net Loss Per Share
13.
NET LOSS PER SHARE

Basic net loss per share is calculated by dividing the net loss by the weighted average number of outstanding shares of Common Stock each period. The Company’s Class A common stock and Class B common stock share equally in distributed and undistributed earnings; therefore, no allocation to participating securities or dilutive securities is performed. Diluted net loss per share is calculated by giving effect to all potential dilutive Common Stock equivalents, which includes stock options, RSUs, RSAs, PSUs, and preferred stock. The Company used the if-converted method to calculate diluted EPS. The Company excluded any potentially dilutive common stock equivalents from the calculation of diluted net loss per share if their effect is anti-dilutive. The Company had net losses in the three months ended March 31, 2026 and 2025. As disclosed in Note 15, the Company held back shares in connection with certain acquisitions. The holdback liability resulted in a dilutive impact to net loss per share.

The following table presents the calculation for basic and diluted net loss per share (in thousands, except share and per share data):

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

Numerator:

 

 

 

 

 

 

Net loss, basic

 

$

(125,919

)

 

$

(68,037

)

Plus: Gain due to a change in fair value for holdback liability

 

 

(1,167

)

 

 

 

Net loss, diluted

 

$

(127,086

)

 

$

(68,037

)

Denominator:

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

178,880

 

 

 

170,506

 

Plus: Dilutive effect of holdback liability

 

 

84

 

 

 

 

Weighted-average common shares outstanding, diluted

 

 

178,964

 

 

 

170,506

 

Net loss per share, basic

 

$

(0.70

)

 

$

(0.40

)

Net loss per share, diluted

 

$

(0.71

)

 

$

(0.40

)

 

The following outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share for each period, as the impact of including them would have been anti-dilutive.

 

 

 

As of March 31,

 

 

 

2026

 

 

2025

 

Deep 6 holdback liability

 

 

 

 

 

17,372

 

Unvested RSUs

 

 

5,435,199

 

 

 

5,761,861

 

Unvested RSAs

 

 

14,115

 

 

 

26,059

 

Unvested PSUs

 

 

2,714,600

 

 

 

 

Shares issuable upon conversion of Notes(1)

 

 

8,908,350

 

 

 

 

Total potentially dilutive shares

 

 

17,072,264

 

 

 

5,805,292

 

(1) As disclosed in Note 12, the Company entered into the Capped Call in connection with the pricing of the Notes. The Capped Call is generally expected to reduce the potential dilution to the Company’s Class A common stock upon conversion of the Notes. As such, the impact of the Capped Calls was excluded from the calculation as the effect of the Capped Calls if issued upon conversion of the Notes, would have been anti-dilutive.

As disclosed in Note 12, the Second Amended Note may be fully converted to shares upon maturity at the holder’s option, or up to 50% may be converted to shares upon maturity at the Company's option. The number of shares to be issued is based on the amount outstanding at the maturity date, which is subject to reduction based on services used by us prior to the maturity date. As such, these are treated as contingently issuable shares and will be excluded from potential dilutive impact.