STOCKHOLDERS’ EQUITY AND EQUITY-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2026

Share-Based Payment Arrangement [Abstract]

The following table summarizes the WUP profits interests activity under the WUP Management Incentive Plan during the three months ended March 31, 2026:


	Number of WUP Profits Interests	Weighted-Average Grant Date Fair Value
	(in thousands)
Outstanding WUP profits interests as of January 1, 2026	144	$	83.20
Granted	—	—
Exchanged	—	—
Expired/forfeited	—	—
Outstanding WUP profits interests as of March 31, 2026	144	$	83.20

Schedule of Stock Option Activity

The following table summarizes the activity under the WUP Option Plan as of March 31, 2026:


	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, 2026	39	$	1,487.45	$	234.80
Granted	—	—		—
Exercised	—	—		—
Forfeited	—	—		—
Expired	—	—		—
Outstanding WUP stock options as of March 31, 2026	39	$	1,487.45	$	234.80
Exercisable WUP stock options as of March 31, 2026	39	$	1,487.45	$	234.80

The following table summarizes the activity under the A&R 2021 LTIP related to Wheels Up stock options during the three months ended March 31, 2026:


	Number of Wheels Up Stock Options	Weighted- Average Exercise Price		Weighted-Average Grant Date Fair Value
	(in thousands)
Outstanding Wheels Up stock options as of January 1, 2026	4	$	2,000.00	$	950.32
Granted	—	—		—
Exercised	—	—		—
Forfeited	—	—		—
Expired	—	—		—
Outstanding Wheels Up stock options as of March 31, 2026	4	$	2,000.00	$	950.32
Exercisable Wheels Up stock options as of March 31, 2026	4	$	2,000.00	$	950.32

Schedule of LTIP RSUs

The following table summarizes the activity under the A&R 2021 LTIP related to RSUs during the three months ended March 31, 2026:


	Number of RSUs	Weighted-Average Grant Date Fair Value
	(in thousands)
Non-vested RSUs as of January 1, 2026	812	$	33.00
Granted	986	13.00
Vested	(143)	27.80
Forfeited	(60)	27.60
Non-vested RSUs as of March 31, 2026	1,595	$	21.20

Schedule of Performance Stock Units

The following table summarizes the activity under the A&R 2021 LTIP related to PSUs during the three months ended March 31, 2026:


	Number of PSUs	Weighted-Average Grant Date Fair Value
	(in thousands)
Non-vested PSUs as of January 1, 2026	85	$	37.20
Granted	184	12.90
Vested	—	—
Forfeited	(70)	29.57
Non-vested PSUs as of March 31, 2026	199	$	25.48

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 granted during fiscal years 2024 and 2025:


	2025(1)	2024(2)
Expected term (in years)	3.8	4.7
Volatility	105%	70%
Risk-free rate	3.9%	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 Former 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 months ended March 31, 2026 and 2025, respectively (in thousands):


	Three Months Ended March 31,
	2026		2025



Compensation expense for RSUs and PSUs	$	2,394	$	3,134
Compensation expense for the Executive Performance Plans	8,994		9,527
Total equity-based compensation expense	$	11,388	$	12,661

The following table summarizes equity-based compensation expense recognized by condensed consolidated statement of operations line item for the three months ended March 31, 2026 and 2025, respectively (in thousands):


	Three Months Ended March 31, 2026
	2026		2025
Cost of revenue	$	50	$	78
Technology and development	163		434
Sales and marketing	331		241
General and administrative	10,844		11,908
Total equity-based compensation expense	$	11,388	$	12,661