v3.25.2
STOCKHOLDERS’ EQUITY AND EQUITY-BASED COMPENSATION (Tables)
 6 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Profits Interests Activity
The following table summarizes the WUP profits interests activity under the WUP Management Incentive Plan as of June 30, 2025:
Number of WUP
Profits Interests		Weighted-Average Grant
Date Fair Value
(in thousands)
Outstanding WUP profits interests as of January 1, 20252,881 $4.16 
Granted— — 
Exchanged— — 
Expired/forfeited— — 
Outstanding WUP profits interests as of June 30, 20252,881 $4.16 
Schedule of Stock Option Activity
The following table summarizes the activity under the WUP Option Plan as of June 30, 2025:
Number of WUP
Stock Options		Weighted-
Average Exercise
Price		Weighted-Average Grant
Date Fair Value
(in thousands)
Outstanding WUP stock options as of January 1, 2025826 $74.21 $11.57 
Granted— — — 
Exercised— — — 
Forfeited(15)71.13 11.04 
Expired— — — 
Outstanding WUP stock options as of June 30, 2025811 $74.27 $11.58 
Exercisable WUP stock options as of June 30, 2025 811 $74.27 $11.58 
The following table summarizes the activity under the Amended and Restated 2021 LTIP related to Wheels Up stock options as of June 30, 2025:
Number of Wheels Up Stock OptionsWeighted- Average Exercise PriceWeighted-Average Grant Date Fair Value
(in thousands)
Outstanding Wheels Up stock options as of January 1, 202577 $100.00 $47.52 
Granted— — — 
Exercised— — — 
Forfeited— — — 
Expired— — — 
Outstanding Wheels Up stock options as of June 30, 202577 $100.00 $47.52 
Exercisable Wheels Up stock options as of June 30, 202577 $100.00 $47.52 
Schedule of LTIP RSUs The following table summarizes the activity under the Amended and Restated 2021 LTIP related to RSUs as of June 30, 2025:
Number of RSUsWeighted-Average Grant
Date Fair Value
(in thousands)
Non-vested RSUs as of January 1, 202510,134 $2.76 
Granted11,669 1.23 
Vested(1,467)4.15 
Forfeited(299)2.38 
Non-vested RSUs as of June 30, 202520,037 $1.77 
Schedule of Performance Stock Units
The following table summarizes the activity under the Amended and Restated 2021 LTIP related to PSUs as of June 30, 2025:
Number of PSUsWeighted-Average Grant
Date Fair Value
(in thousands)
Non-vested PSUs as of January 1, 2025387 $3.05 
Granted1,742 1.20 
Vested— — 
Forfeited(252)2.91 
Non-vested PSUs as of June 30, 20251,877 $1.90 
Schedule of Valuation Assumptions
The following table summarizes the significant assumptions used to estimate the fair value on the date of grant for the outstanding and unvested Executive Performance Plans:
2025(1)
2024(2)
Expected term (in years)3.84.7
Volatility105%70%
Risk-free rate3.9%4.4%
Expected dividend rate—%—%
(1) Assumptions used in the Monte Carlo simulation related to the CFO Performance Plan, which was granted on March 31, 2025.
(2) Assumptions used in the Monte Carlo simulation related to the CCO Performance Plan, which was granted on May 20, 2024.
Schedule of Equity-based Compensation Expense
The following table summarizes equity-based compensation expense for the three and six months ended June 30, 2025 and 2024, respectively (in thousands).
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Compensation expense for RSUs and PSUs$3,306 $3,153 $6,440 $6,332 
Compensation expense for the Executive Performance Plans4,989 11,115 14,516 19,147 
Total equity-based compensation expense$8,295 $14,268 $20,956 $25,479 
The following table summarizes equity-based compensation expense recognized by condensed consolidated statement of operations line item for the three and six months ended June 30, 2025 and 2024, respectively (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Cost of revenue$100 $816 $178 $1,562 
Technology and development330 353 764 636 
Sales and marketing259 132 500 267 
General and administrative7,606 12,967 19,514 23,014 
Total equity-based compensation expense$8,295 $14,268 $20,956 $25,479