v3.25.2
NET LOSS PER SHARE
 6 Months Ended
Jun. 30, 2025
Earnings Per Share [Abstract]  
NET LOSS PER SHARE NET LOSS PER SHARE
The following table sets forth the computation of Basic and diluted net loss per share (in thousands, except per share data):
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Numerator:
Net loss attributable to Wheels Up Experience Inc. - basic and diluted$(82,299)$(96,973)$(181,612)$(194,366)
Denominator:
Weighted-average shares of Common Stock outstanding - basic and diluted698,996,977 697,458,966 698,641,618 697,403,388 
Basic and diluted net loss per share of Common Stock$(0.12)$(0.14)$(0.26)$(0.28)
There were no dividends declared or paid during each of the three and six months ended June 30, 2025 and 2024.
Basic and diluted net loss per share were computed using the two-class method.
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 Common Stock.
The shares of Common Stock issuable under the Executive Performance Plans upon satisfaction of the performance- and service-based vesting conditions, if at all, are not subject to the net loss per share calculation until such time that such shares of Common Stock are actually issued to the applicable grantee. The exact number of shares of Common Stock that may be issued under the Executive Performance Plans will not be readily determinable until the first Determination Date following a Repayment Event and at each successive Determination Date thereafter through the Final Determination Date. There can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock pursuant to any Executive Performance Plan (see Note 9).
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:
June 30,
20252024
Warrants(1)
1,252,149 1,252,149 
Earnout Shares900,000 900,000 
RSUs and PSUs
21,914,000 6,459,297 
Stock options886,810 1,081,993 
Total anti-dilutive securities24,952,959 9,693,439 
(1)     Each Warrant entitles the holder to purchase 1/10th of one share of Common Stock at a price of $115.00 per whole share of Common Stock.