MEZZANINE EQUITY AND CAPITAL TRANSACTIONS

3 Months Ended

Mar. 31, 2026

Share-Based Payment Arrangement [Abstract]

MEZZANINE EQUITY AND CAPITAL TRANSACTIONS

During the three months ended March 31, 2026, the Company granted 349,853 RSUs to certain key members of management of the Company which are subject to both time- and performance-vesting conditions (“2026 Long Term Incentive RSUs”). The 2026 Long Term Incentive RSUs vest on December 31, 2028 based on the achievement of certain pre-tax income, aircraft utilization and flight completion rate metrics. The number of performance shares awardable from the 2026 Long Term Incentive RSUs can range from 0% to 200% of the target amount depending on the Company’s performance against the pre-established targets. The grant date fair value of each 2026 Long Term Incentive RSU was $21.14 per share. Share-based compensation expense is based on the Company’s anticipated outcome of achieving the performance metrics. These awards also included 127,308 RSUs related to pre-tax income and aircraft utilization metrics that will be set by the Company’s Board of Directors in 2027 and 2028. During the three months ended March 31, 2026, the Company recorded $1.3 million in share-based compensation to wages and benefits expense in the condensed consolidated statements of operations related to the 2026 Long Term Incentive RSUs.

During the three months ended March 31, 2026, the Company granted 17,389 RSUs to certain key members of management of the Company, which are subject to time-vesting conditions (“2026 Long Term Incentive Time-Vesting RSUs”). The grant date fair value of each 2026 Long Term Incentive Time-Vesting RSU was $21.14 per share. The 2026 Long Term Incentive Time-Vesting RSUs vest ratably each year over a three-year vesting period. During the three months ended March 31, 2026, the Company recorded an immaterial amount of share based compensation to wages and benefits

expense in the condensed consolidated statements of operations related to the 2026 Long Term Incentive Time-Vesting RSUs.

The Company recognized $3.7 million and $0.7 million in share-based compensation to wages and benefits expense in the condensed consolidated statements of operations for all the Company’s unvested shares in the aggregate during the three months ended March 31, 2026 and 2025. The Company accounts for forfeitures as they occur.

The following table summarizes the activity of RSUs granted to certain employees of the Company for the three months ended March 31, 2026:









	Number of Shares	Weighted Average Grant Date Fair Value
Unvested at January 1, 2026	1,225,249	$	15.39
Granted	367,242	21.14
Unvested at March 31, 2026	1,592,491	16.72