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LOSS PER SHARE
3 Months Ended
Mar. 31, 2026
Earnings Per Share [Abstract]  
LOSS PER SHARE 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:
Three Months Ended
March 31,
(in thousands, except share and per share amounts)20262025
Net loss attributable to Verde Clean Fuels, Inc.$(1,207)$(1,247)
Basic weighted-average shares outstanding22,070,453 14,808,300 
Dilutive effect of share-based awards
Diluted weighted-average shares outstanding22,070,453 14,808,300 
Basic loss per share$(0.05)$(0.08)
Diluted loss per share$(0.05)$(0.08)
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 March 31, 2026, 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 March 31,
(in shares)20262025
Warrants15,383,26315,383,263
Sponsor earn out shares (1)3,234,3753,234,375
Stock options5,276,4143,224,193
Total anti-dilutive instruments23,894,05221,841,831
(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 March 31, 2026 and December 31, 2025, the ownership interests of the Class A common stockholders and the NCI were 49.49% and 50.51%, respectively. The ownership interests reflects the issuance of the Company's Class A common stock to Cottonmouth during the year ended December 31, 2025. See Note 3 for further information.