v3.26.1
Earnings (Loss) Per Share
6 Months Ended
Jun. 30, 2026
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share
NOTE 14 — Earnings (Loss) Per Share
Basic Earnings (Loss) Per Share is computed by dividing Net Income (Loss) Attributable to Common Stockholders by the weighted average number of common shares outstanding during the period. Deferred Founder Shares are considered to be participating securities because they are contractually entitled to participate in dividends declared by the Company on a one for one basis. Therefore, the Company applies the two-class method in calculating its Earnings (Loss) per share for periods when the Company generates net income. Under the two-class method, earnings of the Company are allocated between common stockholders and participating securities based on the weighted-average number of shares of common stock and participating securities outstanding during the relevant period. Net losses are not allocated to Deferred Founder Shares, as they are not contractually obligated to share in the Company’s losses.
Diluted Earnings (Loss) Per Share is computed by dividing Net Income (Loss) Attributable to Common Stockholders by the weighted average number of common and dilutive common equivalent shares outstanding for the period using the treasury-stock method or the as-converted method, or the two-class method for participating securities, whichever is more dilutive. Potentially dilutive shares are comprised of Earnout Shares, Deferred Founder Shares, Assumed Warrants, and Assumed Options. For the six months ended June 30, 2026, and the three and six months ended June 30, 2025, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss and potentially dilutive shares being anti-dilutive. For the three months ended June 30, 2026 Earnout Shares and Deferred Founder Shares are excluded from the diluted earnings per share denominator because none of the share price targets have been achieved as of June 30, 2026 (see Note 11), and Assumed Warrants have been excluded from the diluted earnings per share denominator because the average price of Company Common Stock during the period in which the Assumed Warrants were outstanding was less than the Assumed Warrant’s exercise price, and therefore including the Assumed Warrants would be anti-dilutive.
During the six months ended June 30, 2026 and 2025, the Company repurchased certain Rollover Shares. The difference between the carrying value and the repurchase value on the repurchase date has been included as an adjustment to Income (Loss) Attributable to Common Stockholders.
A reconciliation of the numerator and denominator used in the calculation of basic and diluted Earnings (Loss) per share for the three and six months ended June 30, 2026 and 2025 is as follows (dollars in thousands, except per share data):
For the Three Months
Ended
For the Six Months
Ended
June 30,
2026
June 30,
2025
June 30,
2026
June 30,
2025
Numerator:
Net Income (Loss) Attributable to Teamshares Inc.$9,168 $(12,838)$(13,709)$(34,167)
Allocation to Participating Securities(39)— — — 
Rollover Share adjustments— — 64 65 
Net Income (Loss) Attributable to Common Stockholders$9,129 $(12,838)$(13,645)$(34,102)
Denominator:
Basic - Weighted Average Shares Outstanding52,239,212 49,119,816 50,709,492 49,084,044 
Effect of Dilutive Securities:
Assumed Options3,195,772 — — — 
Diluted - Weighted Average Common Shares Outstanding55,434,983 49,119,816 50,709,492 49,084,044 
Basic Earnings (Loss) Per Share Attributable to Common Stockholders$0.17 $(0.26)$(0.27)$(0.69)
Diluted Earnings (Loss) Per Share Attributable to Common Stockholders$0.16 $(0.26)$(0.27)$(0.69)
The following potentially dilutive securities were excluded from the calculation of Diluted Earnings (Loss) Per Share Attributable to Common Stockholders for the periods presented because the impact of including them would have been anti-dilutive or because the relevant share price targets had not been achieved as of the reporting date:
For the Three Months
Ended
For the Six Months
Ended
June 30,
2026
June 30,
2025
June 30,
2026
June 30,
2025
Earnout Shares6,000,000 — 6,000,000 — 
Deferred Founder Shares1,674,781 — 1,674,781 — 
Assumed Warrants16,000,000 — 16,000,000 — 
Assumed Options— 6,288,104 6,371,877 6,288,104 
Total23,674,781 6,288,104 30,046,658 6,288,104 
Earnings (Loss) per share calculations and potentially dilutive security amounts for all periods prior to the Closing have been retrospectively adjusted to the equivalent number of shares outstanding immediately after the SPAC Merger to effect the reverse recapitalization. Historically reported weighted average shares outstanding have been multiplied by the Exchange Ratio.