Net (Loss) Income Per Share

6 Months Ended

Jun. 30, 2026

11.Net (Loss) Income Per Share

Basic and diluted net (loss) income per share attributable to common stockholders was calculated as follows (dollar amounts in thousands):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
Numerator:
Net (loss) income for basic net (loss) income per share attributable to common stockholders	$	(6,457)	$	4,167	$	(13,261)	$	(5,412)
Reversal of fair market value remeasurement net gain on Convertible Notes ⁽¹⁾		—		(12,752)		—		(7,810)
Add back of interest expense from the Convertible Notes ⁽¹⁾		—		93		—		651
Net loss for diluted net loss per share attributable to common stockholders	$	(6,457)	$	(8,492)	$	(13,261)	$	(12,571)

Denominator:
Weighted-average common shares outstanding, basic		9,381,344		8,246,582		9,381,344		5,426,688
Effect of potentially dilutive securities:
Convertible Notes		—		208,641		—		734,279
Weighted-average common shares outstanding, diluted		9,381,344		8,455,223		9,381,344		6,160,967

Net (loss) income per share attributable to common stockholders:
Basic	$	(0.69)	$	0.51	$	(1.41)	$	(1.00)
Diluted	$	(0.69)	$	(1.00)	$	(1.41)	$	(2.04)

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(1)In December 2024, Legacy Tvardi entered into a note purchase agreement to issue and sell convertible notes (the Convertible Notes). Under the fair value option, which the Company elected to account for its Convertible Notes, any change in fair value of the Convertible Notes was recorded to the Company’s condensed consolidated statements of operations and comprehensive (loss) income as a gain or loss from a fair value measurement. When calculating the diluted net loss per share for the prior year periods, the respective fair value remeasurement gain of $12.8 million and net gain of $7.8 million recognized in the condensed consolidated

statement of operations and comprehensive (loss) income during the three and six months ended June 30, 2025, respectively, were reversed and treated as an adjustment to the numerator. In addition, the $0.1 million and $0.7 million of interest expense from the Convertible Notes recognized in the condensed consolidated statements of operations and comprehensive (loss) income during the three and six months ended June 30, 2025, respectively, were added back as an adjustment to the numerator.

Upon the closing of the Merger in April 2025, the Convertible Notes converted into 1,265,757 shares of the Company’s common stock, $0.001 par value per share, in the aggregate. As a result, there were no Convertible Notes outstanding as of June 30, 2026 and December 31, 2025.

For the three and six months ended June 30, 2026, the Company’s potentially dilutive securities include its stock options to purchase common stock. All of the Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share for the three and six months ended June 30, 2026, as the effect would be anti-dilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2026 is the same. For the three and six months ended June 30, 2025, the Company’s potentially dilutive securities included its stock options to purchase common stock, Preferred Stock, and Convertible Notes. The Company’s Convertible Notes had been included in the computation of diluted net loss per share for the three and six months ended June 30, 2025 as the effect was determined to be dilutive, while its stock options to purchase common stock and Preferred Stock were excluded from the diluted net loss per share calculation as the effect was determined to be anti-dilutive.

The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:


	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2026	2025	2026	2025
Stock options to purchase common stock	1,537,996	1,216,642	1,537,996	1,216,642