12. NET INCOME PER SHARE

As of March 31, 2026, 45,013,592 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 increased by 8,308 during the three months ended

March 31, 2026, due to 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,						YTD 2026
	2024		2025
Shares repurchased	937,141		3,434,745				0
Total cost	$	11,678	$	29,942			$	—
Average purchase price per share	$	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 1. Background and Business Description.

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 (loss) per share calculation, together with the resulting earnings (loss) per share ("EPS") amounts for the three months ended March 31, 2026 and 2025:



Three Months Ended March 31,	2026		2025
Net income (loss) attributable to common stockholders	$	(6,851)	$	(46,391)

Adjustment to redemption value (ASC 480)	807		(10,825)
Numerator of basic and diluted EPS	$	(6,044)	$	(57,216)
Per share:
Basic	$	(0.13)	$	(1.21)
Diluted	$	(0.13)	$	(1.21)

The denominator of the basic earnings (loss) per share computation represents the daily weighted-average common shares ("WASO") outstanding plus vested restricted stock units and performance stock units (together, "Basic Weighted-Average Shares Outstanding"). The denominator of diluted earnings (loss) per share adjusts the basic WASO 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 weighted-average shares used for basic net income (loss) per share to the weighted-average diluted shares used for diluted net income