STOCKHOLDERS’ EQUITY AND EQUITY-BASED COMPENSATION

6 Months Ended

Jun. 30, 2026

Share-Based Payment Arrangement [Abstract]

STOCKHOLDERS’ EQUITY AND EQUITY-BASED COMPENSATION

Stockholders’ Equity

Pursuant to the Company’s Amended and Restated Certificate of Incorporation, dated November 15, 2023, as amended by the Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated April 24, 2026, upon the effectiveness of the Reverse Stock Split immediately after the close of trading on the NYSE on April 24, 2026, we are authorized to issue up to 100,000,000 shares of capital stock, consisting of (i) 75,000,000 shares of Common Stock and (ii) 25,000,000 shares of preferred stock.

Holders of Common Stock are entitled to one vote per share; provided, that by agreement: (a) certain parties to the Investor Rights Agreement that are not a “citizen of the United States” (as defined in 49 USC § 40102(a)(15)(C)) (collectively, the “Non-Citizen Investors”) may be afforded collective voting rights equal to 1% of all shares of Common Stock entitled to vote at a meeting of the Company’s stockholders; (b) for so long as such Non-Citizen Investors collectively hold such shares of Common Stock, the shares of Common Stock held by CK Wheels in excess of 23.9% of all shares of Common Stock entitled to vote at a meeting of the Company’s stockholders will not have voting rights (subject to ratable adjustment if the Non-Citizen Investors cease to own (beneficially or of record) a certain number of shares of Common Stock); and (c) any shares of Common Stock owned by Delta above 29.9% will be neutral shares with respect to voting rights and will be voted in proportion to all other votes cast (“for”, “against” or “abstain”) at a meeting of the Company’s stockholders by stockholders other than by Delta.

Reverse Stock Split

Following approval by our stockholders at our 2025 annual meeting of stockholders held on June 10, 2025 (the “2025 Annual Meeting”), on April 13, 2026, our Board of Directors (the “Board”) approved a reverse stock split of our outstanding shares of Common Stock at a reverse stock split ratio of 1-for-20 (the “Reverse Stock Split”) and, contemporaneously with the Reverse Stock Split, a proportionate reduction in the number of authorized shares of Common Stock from 1.5 billion shares of Common Stock to 75.0 million shares (the “Authorized Share Reduction”). The Reverse Stock Split and Authorized Share Reduction became effective as of the Reverse Split Effective Time.

We have retrospectively adjusted the number of shares of Common Stock, equity-based compensation awards and related per share amounts reflected in this Note 9 and elsewhere in these Notes to Condensed Consolidated Financial Statements for all periods presented to reflect the impact of the Reverse Stock Split and Authorized Share Reduction, as applicable. Our total stockholders’ equity and the par value for the Common Stock did not change due to the Reverse Stock Split and Authorized Share Reduction. Holders of Common Stock as of the Reverse Split Effective Time received cash (without interest and subject to any required tax withholding applicable to a holder) in lieu of fractional shares as a result of the Reverse Stock Split. In addition, equitable adjustments corresponding to the final reverse stock split ratio were made to: (i) the number of shares of Common Stock underlying our outstanding equity awards and the number of shares issuable under our equity incentive plans, as well as any exercise prices, hurdle amounts or market-based vesting conditions of such equity awards, as applicable; and (ii) the Warrants (as defined in Note 10), resulting in each Warrant becoming exercisable for 1/200th of one share of Common Stock at an exercise price of $2,300.00 per whole share of Common Stock (see Note 10).

At-the-Market Common Stock Offering Program

On August 29, 2025, we entered into an ATM Equity OfferingSM Sales Agreement with BofA Securities, Inc. and Jefferies LLC (together, the “Sales Agents”), pursuant to which we may sell, from time to time, up to an aggregate sales price of $50.0 million of our Common Stock through the Sales Agents (the “ATM Program”). During each of the three and six months ended June 30, 2026 and 2025, the Company did not issue any shares of Common Stock under the ATM Program. As of June 30, 2026, the Company had approximately $0.6 million of capacity to issue shares of Common Stock under the ATM Program.

Equity-Based Compensation

Our outstanding equity-based compensation awards to directors, executive officers, employees and other eligible personnel have been made pursuant to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated effective April 1, 2023 (as amended by Amendment No. 1 thereto, effective June 6, 2024 (the “First LTIP Amendment”), as further amended by Amendment No. 2, effective June 10, 2025 (the “Second LTIP Amendment”), and as further amended by Amendment No. 3 thereto, effective June 9, 2026 (the “Third LTIP Amendment”), the “A&R 2021 LTIP”), the Wheels Up Experience Inc. Performance Award Agreement, dated as of November 30, 2023, granted to George Mattson, our Chief Executive Officer (the “CEO Performance Plan”), the Wheels Up Experience Inc. Performance Award Agreement, dated as of March 31, 2025, granted to John Verkamp, our Chief Financial Officer (the “CFO Performance Plan”), the Wheels Up Experience Inc. Performance Award Agreement, dated as of May 20, 2024, granted to our former Chief Commercial Officer (the “Former CCO Performance Plan” and, collectively with the CEO Performance Plan and CFO Performance Plan, the “Executive Performance Plans”), nine equity-based compensation plans that were approved by the board of directors of WUP (collectively, the “WUP Management Incentive Plan”) prior to the business combination consummated on July 13, 2021 (the “Business Combination Closing Date”) between WUP and Aspirational Consumer Lifestyle Corp., a blank check company (“Aspirational” and, such transaction, the “Business Combination”), and the Wheels Up Partners Holdings LLC Option Plan (the “WUP Option Plan”), which was approved by the board of directors of WUP prior to the Business Combination. Additional details about these equity-based compensation arrangements are below.

WUP Management Incentive Plan

In March 2014, the WUP Management Incentive Plan was established, which provided for the issuance of WUP profits interests to employees, consultants and other qualified individuals. From and after July 13, 2021, no new

grants can be or have been made under the WUP Management Incentive Plan. Vested WUP profits interests are eligible to be exchanged into shares of Common Stock before July 13, 2031. The actual number of shares of Common Stock received upon exchange of such WUP profits interests will depend on the trading price per share of Common Stock at the time of such exchange. Amounts of WUP profits interests reported in the tables below represent the maximum number of WUP profits interests outstanding or that could be realized upon vesting and exchange for the maximum number of shares of Common Stock underlying such WUP profits interests.

The following table summarizes the WUP profits interests activity under the WUP Management Incentive Plan during the six months ended June 30, 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	—	$	146.46
Outstanding WUP profits interests as of June 30, 2026	144	$	83.12

The weighted-average remaining contractual term as of June 30, 2026, for WUP profits interests outstanding was approximately 5.0 years. All WUP profits interests vested as of or prior to December 31, 2023.

WUP Option Plan

In December 2016, the WUP Option Plan was established, which provided for the issuance of stock options to purchase WUP common interests at an exercise price based on the fair market value of the interests on the date of grant. From and after July 13, 2021, no new grants can be or have been made under the WUP Option Plan. Generally, WUP stock options vest over a four-year service period and expire on the tenth anniversary of the grant date. Each outstanding WUP stock option is exercisable for one share of Common Stock.

The following table summarizes the activity under the WUP Option Plan as of June 30, 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	$	—	$	1,354.00	$	126.85
Expired	$	—	$	—	$	—
Outstanding WUP stock options as of June 30, 2026	$	39	$	1,487.51	$	234.88
Exercisable WUP stock options as of June 30, 2026	$	39	$	1,487.51	$	234.88

The aggregate intrinsic value as of June 30, 2026, for WUP stock options that were outstanding and exercisable was nil. The weighted-average remaining contractual term as of June 30, 2026, for WUP stock options that were outstanding and exercisable was approximately 2.8 years. All WUP stock options were vested as of December 31, 2023.

A&R 2021 LTIP

In connection with the Business Combination, the Board and our stockholders adopted the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan (the “Original 2021 LTIP”), for employees, consultants and other

qualified individuals. The Original 2021 LTIP was amended and restated by the A&R 2021 LTIP effective April 1, 2023, which was subsequently amended by the First LTIP Amendment, Second LTIP Amendment and Third LTIP Amendment, in each case which, among other things, increased the number of shares of Common Stock available for issuance under the A&R 2021 LTIP and extended the termination date thereof. The A&R 2021 LTIP provides for the grant of incentive options, nonstatutory options, restricted stock, restricted stock units (“RSUs”), including performance-based RSUs (“PSUs”), rights, dividend equivalents, other stock-based awards, performance awards, cash awards or any combination of the foregoing. The Board adopted the Third LTIP Amendment on March 31, 2026 and our stockholders approved such amendment at our 2026 annual meeting of stockholders held on June 9, 2026. Adoption of the Third LTIP Amendment resulted in an increase in the aggregate number of shares of Common Stock available for awards made under the A&R 2021 LTIP from approximately 3.1 million shares to 6.8 million and extended the termination date of such plan to March 31, 2036. As of June 30, 2026, approximately 6.8 million shares in the aggregate were authorized for issuance under the A&R 2021 LTIP.

RSUs

RSUs granted under the A&R 2021 LTIP generally have service-based vesting conditions and vest at intervals up to a four-year service period, subject to the grantee’s continued service to the Company through the applicable vesting date. The following table summarizes the activity under the A&R 2021 LTIP related to RSUs as of June 30, 2026:


	Number of RSUs	Weighted-Average Grant Date Fair Value
	(in thousands)
Non-vested RSUs as of January 1, 2026	812	$	33.00
Granted	1,073	12.53
Vested	(190)	29.25
Forfeited	(138)	23.96
Non-vested RSUs as of June 30, 2026	1,557	$	20.14

The total unrecognized compensation cost related to non-vested RSUs was $26.6 million as of June 30, 2026 and is expected to be recognized over a weighted-average period of 2.6 years.

PSUs

Under the terms of the PSUs granted to certain employees under the A&R 2021 LTIP, upon the achievement of certain pre-determined performance objectives, each PSU may settle into shares of our Common Stock. The PSUs will vest, if at all, upon the actual achievement of the related performance objectives, subject to specified change of control exceptions and the grantee’s continued service to the Company through the applicable vesting date.

The following table summarizes the activity under the A&R 2021 LTIP related to PSUs as of June 30, 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	12.52
Vested	—	—
Forfeited	(80)	28.73
Non-vested PSUs as of June 30, 2026	189	$	25.41

Compensation expense associated with PSUs is recognized over the vesting period of the awards that are ultimately expected to vest when the achievement of the related performance objectives becomes probable. As of

June 30, 2026, the achievement of the performance objectives associated with non-vested PSUs was deemed probable. The total unrecognized compensation cost related to non-vested PSUs deemed probable of being achieved was $2.2 million as of June 30, 2026 and is expected to be recognized over a weighted-average period of 1.9 years.

Wheels Up Stock Options

Wheels Up stock options granted under the A&R 2021 LTIP vest quarterly over a three-year service period and generally expire on the tenth anniversary of the grant date. The following table summarizes the activity under the A&R 2021 LTIP related to Wheels Up stock options as of June 30, 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 June 30, 2026	4	$	2,000.00	$	950.32
Exercisable Wheels Up stock options as of June 30, 2026	4	$	2,000.00	$	950.32

The aggregate intrinsic value as of June 30, 2026, for Wheels Up stock options that were outstanding and exercisable was nil. The weighted-average remaining contractual term as of June 30, 2026, for Wheels Up stock options that were outstanding and exercisable was approximately 1.4 years.

Executive Performance Plans

The Compensation Committee of the Board approved the CEO Performance Plan, CFO Performance Plan and Former CCO Performance Plan effective November 30, 2023, March 31, 2025 and May 20, 2024, respectively. Each Executive Performance Plan is intended to constitute a standalone equity incentive plan and any shares of Common Stock issued under such awards will not be issued under, or count against the number of shares of Common Stock reserved pursuant to, any of our other equity-based compensation plans or awards. Except as set forth in Section III.A of the A&R 2021 LTIP, the Executive Performance Plans incorporate the terms of the A&R 2021 LTIP, as it may be amended from time-to-time.

As of June 30, 2026, approximately 3.7 million, 0.6 million and 0.8 million shares of Common Stock had been authorized for issuance under the CEO Performance Plan, CFO Performance Plan and Former CCO Performance Plan, respectively, in each case subject to the satisfaction of the applicable performance- and service-based vesting conditions under such plan, if at all. If on any Determination Date there is not a sufficient amount of shares authorized by our stockholders to deliver the number of shares due under the Executive Performance Plans or any such Executive Performance Plan has not been approved by our stockholders, then upon vesting, if at all, any amounts payable under any such Executive Performance Plan will not be paid in the form of the issuance of new shares of Common Stock and instead will be payable in cash.

The CEO Performance Plan and CFO Performance Plan represent grants to our Chief Executive Officer and Chief Financial Officer, respectively, that are intended to cover a period extending through 2028 in lieu of annual equity compensation grants during such period and are intended to provide each of them with the opportunity to share in the long-term growth of the value of the Company. The Executive Performance Plans represent a contingent right to receive a number of newly issued shares of Common Stock upon: (i) repayment of at least $390.0 million of our borrowings under the 2023 Term Loans (plus any additional amounts drawn on the 2023 Term Loans), if at all; and (ii) satisfaction of service-based vesting conditions, which provide that 25% of the CEO Performance Plan and Former CCO Performance Plan were or will be eligible to vest on each of September 20, 2024, 2025, 2026 and 2027, and one-third of the CFO Performance Plan was or will be eligible to vest on each of September 20, 2025,

2026 and 2027, in each case so long as such officer remains employed with the Company as of such dates, subject to limited exceptions. A “Repayment Event” includes certain refinancings of the 2023 Term Loans on or before September 20, 2028, the scheduled maturity date of the 2023 Term Loans. Subject to the satisfaction of the applicable performance- and service-based vesting conditions described above, the number of shares of Common Stock that may vest and be issued under any Executive Performance Plan will first be determined on December 31st of the year in which a Repayment Event occurs, and then on December 31st of each subsequent year (each such date, a “Determination Date”) until December 31, 2028 (the “Final Determination Date”). At any Determination Date following a Repayment Event, the number of shares of Common Stock issuable under any Executive Performance Plan in connection with such Determination Date, if any, will be determined using the then applicable percentage associated with the service-based vesting condition (the “Service Vested Percentage”).

The number of shares of Common Stock subject to vesting and issuance, if any, under any Executive Performance Plan on each Determination Date following a Repayment Event is based on a formula that aligns the number of shares of Common Stock issuable under such Executive Performance Plan with the full or partial repayment or refinancing of the 2023 Term Loans and 2023 Revolving Credit Facility, the then applicable dollar value of the shares of Common Stock issued to the 2023 Lenders under the Investor Rights Agreement and the volume weighted average price per share of Common Stock during the 60 trading day period prior to the applicable Determination Date. The number of shares of Common Stock, if any, issuable under the Executive Performance Plans will vary depending on, among other things: (i) the occurrence and timing of a Repayment Event; (ii) the Total Investor Return (as defined in the Executive Performance Plans) as a multiple of the aggregate principal amount of the 2023 Term Loans and any borrowings under the 2023 Revolving Credit Facility as of the applicable Determination Date, if any; and (iii) the Service Vested Percentage as of the applicable Determination Date. There can be no assurance that the performance- and service-based vesting conditions under the Executive Performance Plans will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the Executive Performance Plans.

As of June 30, 2026, the performance-based vesting conditions for the outstanding and unvested Executive Performance Plans were not met, no shares had vested and the achievement of the related performance objective was deemed probable of being achieved on September 20, 2028, the scheduled maturity date of the 2023 Term Loans. The derived service periods for the Executive Performance Plans, which began on the respective grant dates, were: (i) for the CEO Performance Plan, 5.2 years; (ii) for the CFO Performance Plan, 3.8 years; and (iii) for the Former CCO Performance Plan, 4.7 years. As a result of his departure from his position with the Company in June 2025, our former Chief Commercial Officer will only be credited with 50% of the Service Vested Percentage pursuant to the terms of the Former CCO Performance Plan in the event all performance-based vesting conditions are satisfied or a Change of Control (as defined in the Former CCO Performance Plan) occurs. Accordingly, 50% of the Former CCO Performance Plan was forfeited during the three and six months ended June 30, 2025.

The total unrecognized compensation cost related to the outstanding and unvested Executive Performance Plans was $91.4 million as of June 30, 2026, which is expected to be recognized over 2.5 years.

Fair Value Estimates

We estimated fair value to measure compensation cost of the Executive Performance Plans on the date of grant using techniques that are considered to be consistent with the objective of measuring fair value. In selecting the

appropriate technique, management considered, among other factors, the nature of the instrument, the market risks that it embodies, and the expected means of settlement.

Estimating fair values of the Executive Performance Plans requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external factors. In addition, option-pricing models are highly volatile and sensitive to changes.

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.

Equity-Based Compensation Expense

The following table summarizes equity-based compensation expense for the three and six months ended June 30, 2026 and 2025, respectively (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025



Compensation expense for RSUs and PSUs	$	3,451	$	3,306	$	5,845	$	6,440
Compensation expense for the Executive Performance Plans	9,092		4,989		18,086		14,516
Total equity-based compensation expense	$	12,543	$	8,295	$	23,931	$	20,956

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, 2026 and 2025, respectively (in thousands):


	Three Months Ended June 30, 2026				Six Months Ended June 30,
	2026		2025		2026		2025
Cost of revenue	$	60	$	100	$	110	$	178
Technology and development	301		330		464		764
Sales and marketing	236		259		567		500
General and administrative	11,946		7,606		22,790		19,514
Total equity-based compensation expense	$	12,543	$	8,295	$	23,931	$	20,956

Earnout Shares

As part of the Business Combination, existing holders of WUP equity prior to the Business Combination, including certain holders of WUP profits interests and restricted interests under the WUP Management Incentive Plan, but excluding holders of WUP stock options, had the right to receive up to 45,000 additional shares of Common Stock (the “Earnout Shares”) that were eligible to vest, if at all, upon the achievement of separate market conditions. One-third of the Earnout Shares were eligible to vest and be issued if the Common Stock closing price was greater than or equal to $2,500.00, an additional one-third were eligible to vest and be issued if the Common Stock closing price was greater than or equal to $3,000.00 and the final one-third were eligible to vest and be issued when the Common Stock closing price was greater than or equal to $3,500.00, in each case over any 20 trading days

within a period of 30 consecutive trading days on or before July 13, 2026. Earnout Shares were attributable to vested WUP profits interests and restricted interests.

The grant-date fair value of the Earnout Shares attributable to the holders of WUP profits interests and restricted interests, using a Monte Carlo simulation model, was $57.9 million. The derived service period began on the Business Combination Closing Date and had a weighted-average period of 1.7 years.

Based on the closing Common Stock trading price as of each of June 30, 2026 and July 13, 2026, the expiration date for the Earnout Shares, the market conditions were not met, and no Earnout Shares vested or were issuable as of each such date. Upon expiration of the Earnout Shares on July 13, 2026, no Earnout Shares had been issued and all Earnout Shares were automatically canceled. Compensation expense for Earnout Shares recognized in the condensed consolidated statements of operations was nil for each of the three and six months ended June 30, 2026 and 2025.

Treasury Stock

As of June 30, 2026, we had 99,372 shares of treasury stock. The increase in treasury stock during the three and six months ended June 30, 2026 reflects shares of Common Stock (i) withheld to settle employee taxes due upon the vesting of PSUs and RSUs, and (ii) acquired from stockholders who would otherwise have held fractional shares because of the Reverse Stock Split, which the Company acquired for cash (without interest and subject to any required tax withholding applicable to a holder). We did not cancel or reissue any shares of Common Stock held as treasury stock during any of the three and six months ended June 30, 2026 and 2025.