STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION | STOCKHOLDERS’ EQUITY AND EQUITY-BASED COMPENSATION Stockholders’ Equity Authorized Shares Pursuant to the Wheels Up Experience Inc. certificate of incorporation, as amended, and after giving effect to the Authorized Share Reduction that became effective on June 7, 2023, we are authorized to issue 250,000,000 shares of Common Stock, and 25,000,000 shares of preferred stock, $0.0001 par value per share. Holders of Common Stock are entitled to one vote per share; provided, that (i) CK Wheels LLC may not vote more than 19.9% of the Company’s issued and outstanding Common Stock as a result of restrictions on voting imposed under applicable regulatory provisions and (ii) by agreement with Delta, any shares owned by Delta above 29.9% will be neutral shares with respect to voting rights, voted in proportion to all other votes cast (“for”, “against” or “abstain”) at a meeting of stockholders other than by Delta. Reverse Stock Split Following approval by the Company’s stockholders at the Company’s 2023 Annual Meeting of Stockholders held on May 31, 2023, the Board of Directors of the Company (the “Board”) approved the Reverse Stock Split of Wheels Up’s outstanding shares of Common Stock, at a reverse stock split ratio of 1-for-10 and contemporaneously with the Reverse Stock Split, the Authorized Share Reduction, which provided for a proportionate reduction in the number of authorized shares of Common Stock from 2.5 billion shares of Common Stock to 250 million shares, each of which became effective immediately after the close of trading on the NYSE on June 7, 2023. The Company’s total stockholders’ equity, in the aggregate, did not change as a result of the Reverse Stock Split and Authorized Share Reduction. In addition, the par value for the Company’s Common Stock remained unchanged. Holders of Common Stock who would otherwise have held fractional shares because the number of shares of Common Stock they held before the Reverse Stock Split was not evenly divisible by the reverse stock split ratio received cash (without interest, and subject to any required tax withholding applicable to a holder) in lieu of issuance of such fractional shares. As a result of the Reverse Stock Split, equitable adjustments corresponding to the reverse stock split ratio were made to the number of shares of Common Stock underlying Wheels Up’s outstanding equity awards and the number of shares issuable under Wheels Up’s equity incentive plans, as well as any exercise prices, hurdle amounts or market-based vesting conditions of such equity awards, as applicable. In addition, equitable adjustments corresponding to the reverse stock split ratio of 1-for-10 were made to the Warrants (as defined below), resulting in each Warrant becoming exercisable for 1/10th of one share of Common Stock at an exercise price of $115.00 per whole share of Common Stock and the stated redemption prices per Warrant being proportionately reduced (see Note 12). Initial Issuance & Deferred Issuance In connection with the transactions contemplated by the Credit Agreement, the Company entered into the Investor Rights Agreement on September 20, 2023. Pursuant to the Investor Rights Agreement, the Company issued the Lenders 141,313,671 Initial Shares in a private placement that closed after the end of the trading day on the Credit Agreement Closing Date, which represented approximately 80% of the Company’s issued and outstanding shares of Common Stock on a fully diluted basis. The Initial Shares were issued such that each Lender received a pro rata portion of the Initial Shares equal to the proportion of its participation in the Term Loan as of the Credit Agreement Closing Date. The amount recorded for the Initial Issuance was determined using the relative fair value basis, which resulted in allocated gross proceeds of $64.2 million for the Initial Issuance. Issuance costs of $4.9 million were recorded as a reduction to Additional paid-in capital. Additionally, the Company agreed to issue an additional 529,926,270 Deferred Shares. The Deferred Issuance is contingent upon, and the Deferred Shares are expected to be issued to the Lenders (and any additional lender permitted pursuant to the Credit Agreement) after, the receipt of stockholder approval of the Authorized Shares Amendment at the Special Meeting. The Investor Shares will be issued in a private placement such that upon completion of the Deferred Issuance, if at all, each Lender (and any additional lender permitted pursuant to the Credit Agreement) will have been issued a pro rata portion of the Investor Shares equal to the proportion of its participation in the Term Loan, together with any additional term loan issued prior to or concurrently with the Deferred Issuance. The Company recorded the Deferred Issuance as a forward contract for Common Stock within Additional paid-in capital on the balance sheet. The amount recorded for the Deferred Issuance was determined using the relative fair value basis, which resulted in allocated gross proceeds of $240.9 million for the Deferred Issuance. Issuance costs of $18.3 million were recorded as a reduction to Additional paid-in capital. Equity-Based Compensation As of September 30, 2023, we have nine equity-based compensation plans that were approved by the board of directors of WUP LLC (collectively the “WUP Management Incentive Plan”) prior to the Business Combination (as defined below), as well as the Wheels Up Partners Holdings LLC Option Plan (the “WUP Option Plan”). Following the consummation of the Business Combination (as defined below), no new grants can be made under the WUP Management Incentive Plan or WUP Option Plan. In connection with the Business Combination (as defined below), the Board and stockholders of Wheels Up adopted the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan (the “Original 2021 LTIP”), for employees, consultants and other qualified persons. Following approval by the Board, at the Annual Meeting, the Company’s stockholders approved the Amended and Restated Wheels Up Experience Inc. 2021 Long-Term Incentive Plan (the “Amended and Restated 2021 LTIP”) to increase the aggregate number of shares of Common Stock available for awards made thereunder by 24,150,000 shares (2,415,000 shares after giving effect to the Reverse Stock Split) and amend certain other plan provisions. On June 30, 2022, the Board adopted the Wheels Up Experience Inc. 2022 Inducement Grant Plan (the “2022 Inducement Plan”) to be used for a one-time employment inducement grant, pursuant to NYSE Rule 303A.08, for Todd Smith, in connection with his appointment to Chief Financial Officer. The maximum number of awards that could be granted under the 2022 Inducement Plan were 2,051,282 shares of Common Stock (205,128 shares of Common Stock after giving effect to the Reverse Stock Split), which were all granted in the form of restricted stock units (“RSUs”) to Mr. Smith on July 1, 2022. Restricted stock unit awards granted under the 2022 Inducement Grant Plan contain generally the same terms as other awards granted under the Original 2021 LTIP during the fiscal year ended December 31, 2022. WUP Management Incentive Plan As of September 30, 2023, an aggregate of 3.1 million WUP profits interests have been authorized and issued under the WUP Management Incentive Plan. Vested WUP profits interests are eligible to be exchanged into shares of Common Stock. 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 immediately exchanged for the maximum number of shares of Common Stock. 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. The following table summarizes the WUP profits interests activity under the WUP Management Incentive Plan as of September 30, 2023: Number of WUP Weighted-Average Grant (in thousands) Outstanding WUP profits interests as of January 1, 2023 2,881 $ 4.16 Granted — — Exchanged — — Expired/forfeited — — Outstanding WUP profits interests as of September 30, 2023 2,881 $ 4.16 The weighted-average remaining contractual term as of September 30, 2023, for WUP profits interests outstanding was approximately 7.8 years. The following table summarizes the status of non-vested WUP profits interests as of September 30, 2023: Number of WUP Weighted-Average Grant (in thousands) Non-vested WUP profits interests as of January 1, 2023 170 $ 4.19 Granted — — Vested (170) 4.19 Forfeited — — Non-vested WUP profits interests as of September 30, 2023 — $ — WUP Option Plan As of September 30, 2023, the number of WUP stock options authorized and issued in the aggregate under the WUP Option Plan was 1.8 million. Each outstanding stock option is exercisable for one share of Common Stock. The following table summarizes the activity under the WUP Option Plan as of September 30, 2023: Number of WUP Weighted- Weighted-Average Grant (in thousands) Outstanding WUP stock options as of January 1, 2023 1,280 $ 75.10 $ 12.02 Granted — — — Exercised — — — Forfeited (78) 71.63 7.34 Expired (10) 72.71 6.74 Outstanding WUP stock options as of September 30, 2023 1,192 $ 75.35 $ 12.38 Exercisable WUP stock options as of September 30, 2023 1,192 $ 75.35 $ 12.38 The aggregate intrinsic value as of September 30, 2023, for WUP stock options that were outstanding and exercisable was nil . The weighted-average remaining contractual term as of September 30, 2023, for WUP stock options that were outstanding and exercisable was approximately 5.8 years. The following table summarizes the status of non-vested WUP stock options as of September 30, 2023: Number of WUP Stock Options Weighted-Average Grant (in thousands) Non-vested WUP stock options as of January 1, 2023 104 $ 19.95 Granted — — Vested (102) 20.03 Expired — — Forfeited (2) 16.01 Non-vested WUP stock options as of September 30, 2023 — $ — Amended and Restated 2021 LTIP As of September 30, 2023, an aggregate of 5.2 million shares were authorized for issuance under the Amended and Restated 2021 LTIP. Restricted Stock Units The following table summarizes the activity under the Amended and Restated 2021 LTIP related to RSU s as of September 30, 2023: Number of RSUs (1) Weighted-Average Grant (in thousands) Non-vested RSUs as of January 1, 2023 1,617 $ 34.64 Granted 2,297 2.69 Vested (584) 35.25 Forfeited (649) 22.28 Non-vested RSUs as of September 30, 2023 2,681 $ 10.12 (1) RSU awards granted under the 2022 Inducement Grant Plan contain generally the same terms as other RSU awards granted under the Original 2021 LTIP during the fiscal year ended December 31, 2022. The number of RSUs and weighted-average grant date fair value include 205,128 RSUs granted under the 2022 Inducement Grant Plan in July 2022, of which 68,376 RSUs had vested as of January 1, 2023 and the remaining 136,752 RSUs are scheduled to vest in equal installments on December 30, 2023 and December 30, 2024, subject to continued service through each such vesting date. The total unrecognized compensation cost related to non-vested RSUs was $20.5 million as of September 30, 2023 and is expected to be recognized over a weighted-average period of 1.6 years. Performance-Based Restricted Stock Units (“PSUs”) Under the terms of the PSUs granted to certain employees, 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. The following table summarizes the activity under the Amended and Restated 2021 LTIP related to PSUs as of September 30, 2023: Number of PSUs Weighted-Average Grant (in thousands) Non-vested PSUs as of January 1, 2023 96 $ 21.68 Granted 145 2.93 Vested (32) 12.19 Forfeited (44) 15.19 Non-vested PSUs as of September 30, 2023 (1) 165 $ 8.71 (1) Non-vested PSUs reflected in the table above include approximately 84 thousand of PSUs that may settle in shares of our Common Stock equal to 0-120% of the PSUs and 106 thousand PSUs that may settle into shares of Common Stock equal to 0-200% of the PSUs, in each case based on the level of performance. 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 September 30, 2023, the achievement of the performance objectives associated with certain non-vested PSUs was deemed not probable of being achieved and, accordingly, $0.3 million of compensation cost has not been recognized. RSUs Subject to Market-Based Vesting Conditions (“Market-Based RSUs”) The Company previously granted Market-Based RSUs to certain employees, pursuant to the terms of which each Market-Based RSU was settleable into shares of Common Stock. The Market-Based RSUs were subject to vesting, if at all, based on the closing trading price per share of our Common Stock over any 30 consecutive trading day-period that occurred prior to the end date specified in the underlying award agreement, subject to continued service through each such vesting date. Based on the Common Stock trading price, the market conditions for the outstanding Market-Based RSUs were not met, and no shares vested as of June 30, 2023. All outstanding unvested Market-Based RSUs were forfeited and cancelled during the three months ended June 30, 2023. Wheels Up Stock Options The following table summarizes the activity under the Amended and Restated 2021 LTIP related to Wheels Up stock options as of September 30, 2023: Number of Wheels Up Weighted- Weighted-Average Grant (in thousands) Outstanding Wheels Up stock options as of January 1, 2023 77 $ 100.00 $ 47.52 Granted — — — Exercised — — — Forfeited — — — Expired — — — Outstanding Wheels Up stock options as of September 30, 2023 77 $ 100.00 $ 47.52 Exercisable Wheels Up stock options as of September 30, 2023 77 $ 100.00 $ 47.52 The aggregate intrinsic value as of September 30, 2023, for Wheels Up stock options that were outstanding and exercisable was nil . The weighted-average remaining contractual term as of September 30, 2023, for Wheels Up stock options that were outstanding and exercisable was approximately 4.1 years. All Wheels Up stock options vested in prior periods. Equity-Based Compensation Expense Compensation expense for WUP profits interests recognized in the condensed consolidated statements of operations was nominal and $0.2 million for the three months ended September 30, 2023 and September 30, 2022, respectively, and $0.1 million and $1.1 million for the nine months ended September 30, 2023 and 2022, respectively. Compensation expense for WUP restricted interests recognized in the condensed consolidated statements of operations was nil for each of the three months ended September 30, 2023 and 2022, and nil and $0.4 million for the nine months ended September 30, 2023 and 2022, respectively. Compensation expense for WUP stock options under the WUP Option Plan and Wheels Up stock options under the Amended and Restated 2021 LTIP recognized in the condensed consolidated statements of operations was $0.2 million and $1.3 million for the three months ended September 30, 2023 and 2022, respectively, and $1.1 million and $5.5 million for the nine months ended September 30, 2023 and 2022, respectively. Compensation expense for RSUs and PSUs recognized in the condensed consolidated statements of operations was $3.3 million and $11.2 million for the three months ended September 30, 2023 and 2022, respectively, and $15.2 million and $29.9 million for the nine months ended September 30, 2023 and 2022, respectively. The following table summarizes equity-based compensation expense recognized by condensed consolidated statement of operations line item (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenue $ 826 $ 3,581 $ 3,097 $ 11,320 Technology and development 620 751 1,777 2,047 Sales and marketing 440 2,756 1,781 8,314 General and administrative 1,622 15,416 14,995 44,158 Total equity-based compensation expense $ 3,508 $ 22,504 $ 21,650 $ 65,839 Earnout Shares On July 13, 2021 (the “Business Combination Closing Date”), we consummated the transactions contained in the Agreement and Plan of Merger with Aspirational Consumer Lifestyle Corp. (“Aspirational”), a blank check company, dated as of February 1, 2021, as amended on May 6, 2021 (the “Business Combination”). As part of the Business Combination, existing holders of WUP equity, including certain holders of WUP profits interests and restricted interests, but excluding holders of WUP stock options, have the right to receive up to an aggregate of 0.9 million additional shares of our Common Stock in three equal tranches, which are issuable upon the achievement of share price thresholds of $125.00, $150.00 and $175.00 for any 20 trading days within a period of 30 consecutive trading days on or before July 13, 2026, respectively (the “Earnout Shares”). Earnout Shares are not attributable to any equity-based compensation plan. Earnout Shares are attributable to vested WUP profits interests and restricted interests as of the date each of the Earnout Share market conditions are met. No Earnout Shares have been issued as of September 30, 2023. 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 Closing Date and had a weighted-average period of 1.7 years. Based on the Common Stock trading price, the market conditions were not met, and no Earnout Shares vested as of September 30, 2023. Compensation expense for Earnout Shares recognized in the condensed consolidated statements of operations was nil and $9.7 million for the three months ended September 30, 2023 and 2022, respectively, and $1.4 million and $28.8 million for the nine months ended September 30, 2023 and 2022, respectively. Treasury Stock As of September 30, 2023, we had 275,707 shares of treasury stock. The increase in treasury stock during the nine months ended September 30, 2023 reflects shares of Common Stock withheld to settle employee taxes due upon the vesting of RSUs as well as shares of Common Stock acquired from stockholders who would otherwise have held fractional shares because the number of shares of Common Stock they held before the Reverse Stock Split was not evenly divisible by the reverse stock split ratio, which the Company acquired for cash (without interest, and subject to any required tax withholding applicable to a holder) in lieu of issuance of such fractional shares of Common Stock. |