Wheels Up Experience Inc.UP

Wheels Up Experience Inc. Earnings Per Share Disclosure

10-KFiled Mar 11, 20252 min read
NET LOSS PER SHARE
The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share data):
Year Ended December 31,
202420232022
Numerator:
Net loss attributable to Wheels Up Experience Inc. - basic and diluted$(339,635)$(487,387)$(555,160)
Denominator:
Weighted-average shares of Common Stock outstanding - basic and diluted697,713,626 132,194,747 24,567,164 
Basic and diluted net loss per share of Common Stock$(0.49)$(3.69)$(22.60)
There were no dividends declared or paid during the years ended December 31, 2024, 2023 or 2022.
Basic and diluted net loss per share were computed using the two-class method. The two-class method is an allocation formula that determines earnings or loss per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings or losses. 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. WUP restricted interests were converted into shares of restricted stock as of the Business Combination Closing Date. All issued and outstanding shares of restricted stock, whether vested or unvested, were included in the weighted-average shares of Common Stock outstanding beginning on the Business Combination Closing Date.
WUP profits interests held by other members of MIP LLC, which comprise the non-controlling interests (see Note 13), 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 following securities were not included in the computation of diluted shares outstanding for periods during which we incurred a net loss, because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:
Year Ended December 31,
202420232022
Warrants(1)
1,252,149 1,252,149 1,252,149 
Earnout Shares900,000 900,000 900,000 
RSUs and PSUs(2)
10,520,766 2,115,286 1,877,105 
Stock options902,459 1,205,754 1,359,295 
Total anti-dilutive securities(3)
13,575,374 5,473,189 5,388,549 
(1)     Each Warrant entitles the holder to purchase 1/10th of one share of Common Stock at an exercise price of $115.00 per whole share of Common Stock.
(2)     Amount outstanding as of December 31, 2022 includes total RSUs, PSUs and Market-Based RSUs.
(3)    Excludes shares issuable under the CEO Performance Award and CCO Performance Award, as the number of shares issuable under the CEO Performance Award and CCO Performance Award are not readily determinable until the first Determination Date after vesting and each successive Determination Date thereafter, if applicable.
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About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

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