Strata Critical Medical, Inc. Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

Earnings per Common Share

Earnings per Common Share

12 Months Ended

Dec. 31, 2025

The Company has granted restricted stock awards with dividend rights that are considered to be participating securities. Accordingly, a portion of the Company’s earnings is allocated to those participating securities in the earnings per share (“EPS”) calculation under the two-class method. Basic earnings per common share is computed using the two-class method by dividing income available to common stockholders after the allocation of dividends and undistributed earnings to the participating securities by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is calculated using the more dilutive of the treasury stock method or the two-class method. Diluted earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised and is computed after giving consideration to the weighted average dilutive effect of the Company’s stock options, warrants, and non vested restricted stock, where applicable. Diluted EPS under the two-class method also considers the allocation of earnings to the participating securities. Antidilutive securities are disregarded in earnings per share calculations. Diluted EPS shown below reflects the two-class method, as diluted EPS under the two-class method was more dilutive than under the treasury stock method.

A reconciliation of net income (loss) and common share amounts used in the computation of basic and diluted income (loss) per common share is presented below.


	Year Ended December 31,
		2025		2024











Numerator:
Net loss from continuing operations		$	(20,066)	$	(16,161)
Net income (loss) from discontinued operations		61,413		(11,146)
Net income (loss)		$	41,347	$	(27,307)









Denominator:




Total weighted-average common shares outstanding		82,092,345		77,499,423

Basic and diluted earnings (loss) per share
Continuing operations		$	(0.24)	$	(0.21)
Discontinued operations		0.75		(0.14)
Total basic and diluted earnings (loss) per share		$	0.50	$	(0.35)

The following table represents common stock equivalents that were excluded from the computation of diluted loss per common share for the years ended December 31, 2025 and 2024 because the effect of their inclusion would be anti-dilutive:


	Year Ended December 31,
		2025	2024


Warrants to purchase shares of common stock		14,166,644	14,166,644
Options to purchase shares of common stock		2,896,208	5,124,516
Restricted shares of common stock		9,745,980	9,286,110
Outstanding earn-out shares (1)		1,717,303	—
Total potentially dilutive securities		28,526,135	28,577,270

(1) Pursuant to the Company's acquisition of Keystone, 1,717,303 shares were included in the 86,702,183 issued and outstanding shares as of December 31, 2025 and transferred to an escrow agent at the close of the acquisition. Although these shares are legally issued and outstanding, they are excluded from the weighted average shares outstanding calculation because they are contingently returnable based on the final determination of Keystone’s 2025 final Adjusted EBITDA, as discussed above.