Net Loss Per Share

12 Months Ended

Dec. 31, 2025

18. NET LOSS PER SHARE

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during each period. The Convertible and Redeemable Series A-2 Preferred Stock was considered a participating security during the applicable period. Net losses were not allocated to the Convertible and Redeemable Series A-2 stockholders, as they were not contractually obligated to share in the Company’s losses.

Diluted net loss per share is computed by dividing net 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. Potentially dilutive shares are comprised of RSAs, RSUs, SARs, Series A-2 Preferred Stock, and shares of common stock underlying stock options outstanding under the Plans. During the years ended December 31, 2025, 2024 and 2023, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss attributable to common stockholders and potentially dilutive shares being anti-dilutive.

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company:


	Year Ended December 31,
	2025			2024			2023
Net loss	$	(843	)	$	(62,314	)	$	(30,859	)
Convertible and Redeemable Series A-2 Preferred Stock dividend		(4,150	)		(11,064	)		(16,400	)
Net loss attributable to common stockholders – basic and diluted		(4,993	)		(73,378	)		(47,259	)
Weighted-average number of shares of common stock outstanding – basic and diluted		35,120			33,061			30,058
Net loss per share attributable to common stockholders – basic and diluted	$	(0.14	)	$	(2.22	)	$	(1.57	)

The following common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the years ended December 31:


	December 31,
	2025(1)		2024(1)		2023(1)
Stock options		2,959,850		3,026,096		3,308,463
Restricted stock		2,324,404		2,617,059		2,468,722
Series A-2 Preferred Stock		2,654,739		4,293,793		5,952,609
SARs(2)		—		—		3,000,000

(1)

Includes 2,116,319, 2,374,716 and 7,660,169 shares underlying equity awards that were out of the money as of December 31, 2025, 2024 and 2023, respectively.

(2)

Effective December 31, 2024, the Board of Directors approved the SAR Cancellation (Note 17).

Montrose Environmental Group, Inc. 10-K