EARNINGS (LOSS) PER SHARE

9 Months Ended

Sep. 30, 2025

We compute basic and diluted earnings (loss) per share (“EPS”) by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

We are required in periods in which we have net income to calculate EPS using the two-class method. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders but does not require the presentation of basic and diluted EPS for securities other than common stock. The two-class method is required because our Series A convertible preferred stock (“Series A Preferred Stock”) had the right to receive dividends or dividend equivalents should we have declared dividends on our common stock as if such holder of the Series A Preferred Stock had been converted to common stock. Under the two-class method, earnings for the period are allocated to the common and preferred stockholders taking into consideration the participation of holders of Series A Preferred Stock in dividends on an as-converted basis. The weighted-average number of common and preferred shares outstanding during the period is then used to calculate basic EPS for each class of shares. Effective on December 27, 2024, we no longer had any shares of Series A Preferred Stock outstanding.

Diluted EPS is computed in the same manner as basic EPS except that the denominator is increased to include the number of contingently issuable share-based compensation awards that would have been outstanding unless those additional shares would have been anti-dilutive. Dilutive common stock equivalents include the dilutive effect of in-the-money stock equivalents, excluding any common stock equivalents if their effect would be anti-dilutive. For the diluted EPS calculation, the if-converted method is applied and compared to the two-class method and whichever method results in a more dilutive impact is utilized to calculate diluted EPS. In periods in which we have a net loss, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation.

In periods in which we have a net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two-class method is not used because the Series A Preferred Stock does not participate in losses. As such, the net loss was attributed entirely to common stockholders.

The number of common shares decreased as a result of the Reverse Stock Split, and as such, the computations of earnings (loss) per share were retroactively adjusted for all periods presented to reflect the change in capital structure.

The following table summarizes net loss attributable to common stockholders and participating securities used in the calculation of basic and diluted loss per common share:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except share and per share data)	2025		2024		2025		2024
Basic loss per share:
Net loss attributable to common stock and participating securities used to calculate basic loss per share	$	(82,381)	$	(19,824)	$	(116,503)	$	(90,040)
Weighted average common shares outstanding	3,735,472		471,317		3,692,593		470,611
Dilutive effect of pre-funded warrants	10,012		10,012		10,012		10,012
Weighted average shares outstanding for EPS	3,745,484		481,329		3,702,605		480,623
Basic loss per share	$	(21.99)	$	(41.19)	$	(31.47)	$	(187.34)

Diluted loss per share:
Net loss attributable to common stock and participating securities used to calculate diluted loss per share	$	(82,381)	$	(19,824)	$	(116,503)	$	(90,040)
Weighted average common shares outstanding	3,735,472		471,317		3,692,593		470,611
Weighted average pre-funded warrants	10,012		10,012		10,012		10,012
Weighted average shares outstanding for EPS	3,745,484		481,329		3,702,605		480,623
Diluted loss per share	$	(21.99)	$	(41.19)	$	(31.47)	$	(187.34)

The following common stock equivalent shares were excluded from the calculation of diluted loss per share since their impact would have been anti-dilutive for the periods presented:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Shares underlying warrants	339,807	66,667	339,807	66,667
Stock options	52,455	7,759	52,455	7,759
Restricted stock units	432	4,514	432	4,514
Shares issuable under the Employee Stock Purchase Plan	28,839	1,788	28,839	1,788
Share equivalents excluded from EPS	421,533	80,728	421,533	80,728

Lazydays Holdings, Inc. 10-Q