
	Three Months Ended March 31,
	2026		2025
Numerator:
Net loss attributable to Wheels Up Experience Inc. - basic and diluted	$	(82,958)	$	(99,313)
Denominator:
Weighted-average shares of Common Stock outstanding - basic and diluted	36,149,112		34,913,507
Basic and diluted net loss per share of Common Stock	$	(2.29)	$	(2.84)

WUP profits interests held by members of MIP LLC are not subject to the net loss per share calculation until such time that 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:


	March 31,
	2026	2025
Warrants(1)	62,607	62,607
Earnout Shares	45,000	45,000
RSUs and PSUs	1,794,456	1,100,198
Stock options	43,021	44,398
Total anti-dilutive securities	1,945,084	1,252,203

(1) As of March 31, 2026 and 2025, each Warrant entitled the holder to purchase 1/200th of one share of Common Stock at a price of $2,300.00 per whole share of Common Stock. The foregoing information and number of shares of Common Stock listed in the table above for the Warrants reflects the maximum number of shares issuable upon full exercise of all Warrants as of the end of the period, taking into account the estimated impact of the Reverse Stock Split as if it had become effective as of each of the dates presented in the table above (see Note 10).