NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2023

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data):


	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss attributable to Wheels Up Experience Inc. - basic and diluted	$	(100,866)	$	(88,653)
Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	253,345,272		244,609,635
Basic and diluted net loss per share of Class A common stock	$	(0.40)	$	(0.36)

There were no dividends declared or paid during each of the three months ended March 31, 2023 or 2022.

Basic and diluted net loss per share were computed using the two-class method. Shares of unvested restricted stock are considered participating securities, because these awards contain a non-forfeitable right to participate equally in any dividends prior to forfeiture of the restricted stock, if any, irrespective of whether the awards ultimately vest. All issued and outstanding shares of restricted stock are included in the weighted-average shares of Class A common stock outstanding.

WUP profits interests held by other members of MIP LLC are not subject to the net loss per share calculation until such time the vested WUP profits interests are actually exchanged for shares of Class A common stock.

The following securities were not included in the computation of diluted shares outstanding, because the effect would be anti-dilutive, and issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:


	Three Months Ended March 31,
	2023	2022
Warrants	12,521,494	12,521,494
Earnout Shares	9,000,000	9,000,000
RSUs(1)	27,852,662	15,633,060
Stock options	13,665,147	16,193,621
Total anti-dilutive securities	63,039,303	53,348,175

(1) Includes RSUs, PSUs and CEO Market-Based RSUs outstanding as of March 31, 2023.