Net Loss Per Share

9 Months Ended

Sep. 30, 2024

Basic net loss per share was calculated by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding. Basic and diluted net loss per share was calculated as follows (in thousands, except per share):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Basic and diluted net loss per share
Net loss from continuing operations attributable to System1, Inc.	$	(0.34)	$	(0.21)	$	(0.88)	$	(0.71)
Net loss from discontinued operations, net of tax attributable to System1, Inc.	—		(1.18)		—		(1.42)
Basic and diluted net loss per share	$	(0.34)	$	(1.39)	$	(0.88)	$	(2.13)
Numerator:
Net loss from continuing operations attributable to System1, Inc.	$	(23,602)	$	(19,847)	$	(60,512)	$	(66,842)
Net loss from discontinued operations, net of tax attributable to System1, Inc.	—		(111,643)		—		(132,750)
Net loss attributable to System1, Inc.	$	(23,602)	$	(131,490)	$	(60,512)	$	(199,592)
Denominator:
Weighted-average common shares outstanding used in computing basic and diluted net loss per share	70,045		94,359		69,073		93,649

For the periods presented in the table above, a total of 16.8 million Public Warrants were excluded from the computation of net loss per share as the impact was anti-dilutive. In addition, for the three and nine months ended September 30, 2024, we excluded stock appreciation rights ("SARs") of 22.3 million as they are contingently issuable based on certain performance conditions, which were not achieved as of September 30, 2024 . Refer to Note 11, Stock-Based Compensation for further details.

During 2022, we replaced certain unvested profits interests awards, value creation units and Class F units that were outstanding, with a combination of a restricted stock unit and cash awards (collectively, "Replacement Awards"). We do not consider unvested Class A common stock related to the Replacement Awards as outstanding for accounting purposes as they are subject to continued service requirements or contingencies. These shares are not included in the denominator of the net loss per share calculation until the employee provides the requisite service resulting in the vesting of the award or the contingency is removed, or upon termination of an employee at which

point the common stock underlying the award becomes issuable to the previous investors. Shares associated with the vested or forfeited Replacement Awards are deemed to be issued and outstanding for accounting purposes on the day of vest or forfeiture.