United Parks & Resorts Inc. Stock Compensation Disclosure

17. EQUITY-BASED COMPENSATION

Total unrecognized equity compensation expense for all equity compensation awards probable of vesting as of December 31, 2025 was approximately $41.8 million, which is expected to be recognized over a weighted-average period of 2.0 years.

The total fair value of shares which vested during the years ended December 31, 2025, 2024 and 2023 was approximately $11.7 million, $21.5 million and $14.1 million, respectively. The weighted average grant date fair value per share of time-vesting and performance-vesting restricted awards granted during the years ended December 31, 2025, 2024 and 2023 were $36.61, $53.59 and $56.36 per share, respectively.

Omnibus Incentive Plan

Prior to June 13, 2025, the Company had reserved 7,079,237 shares of common stock for issuance under the Company’s 2017 Omnibus Incentive Plan (the “2017 Omnibus Incentive Plan”). On June 13, 2025 (the “Approval Date”), the stockholders of the Company approved the 2025 Omnibus Incentive Plan (the “2025 Omnibus Incentive Plan”). The number of shares of common stock for which awards may be granted under the 2025 Omnibus Incentive Plan is 6,320,680 shares of common stock, which were previously available for issuance under the 2017 Omnibus Incentive Plan and, pursuant to the terms of the 2025 Omnibus Incentive Plan, have become available for issuance under the 2025 Omnibus Incentive Plan, plus the number of shares of common stock underlying any award granted under the 2017 Omnibus Incentive Plan that expires, terminates or is canceled or forfeited for any reason whatsoever under the terms of the 2017 Omnibus Incentive Plan. No new awards may be granted under the 2017 Omnibus Incentive Plan (although awards made under the 2017 Omnibus Incentive Plan prior to the Approval Date will remain outstanding in accordance with their terms).

As of December 31, 2025, approximately 5,189,000 shares were available for future issuance under the 2025 Omnibus Incentive Plan.

Bonus Performance Restricted Units

During the year ended December 31, 2025, the Company granted approximately 89,000 performance-vesting restricted units (the “Bonus Performance Restricted Units”) in accordance with a supplemental bonus plan for 2025 (the “2025 Supplemental Bonus Plan”). The 2025 Supplemental Bonus Plan provides for bonus awards payable 50% in cash and 50% in performance-vesting restricted units (the “Bonus Performance Restricted Units”) and is based upon the Company’s achievement of specified performance goals as defined by the 2025 Supplemental Bonus Plan, with respect to the year ended December 31, 2025 (the “Fiscal 2025”). The total number of units eligible to vest into shares of stock is based on the level of achievement of the targets for Fiscal 2025 which ranges from 0% (if below threshold performance), to 100% (if at target performance) with opportunities to earn above 100% when achievement is above the target performance for certain metrics.

Equity compensation expense is recorded on shares probable of vesting. Based on the Company’s actual Fiscal 2025 results with respect to specific performance goals, a portion of the outstanding performance-vesting restricted awards related to the Fiscal 2025 performance goals were considered probable of vesting as of December 31, 2025; therefore, equity compensation expense has been recorded related to these awards. These awards are expected to vest in accordance with their terms, at which time any unearned units will forfeit.

The Company had an annual bonus plan for the fiscal year ended December 31, 2024 (“Fiscal 2024”), under which certain employees were eligible to vest in Bonus Performance Restricted Units based upon the Company’s achievement of certain performance goals with respect to Fiscal 2024. Based on the Company’s actual Fiscal 2024 results, a portion of these Bonus Performance Restricted Units vested and were converted into approximately 15,000 shares in the year ended December 31, 2025 and the remaining unvested units forfeited in accordance with their terms.

2025 Long-Term Incentive Awards

During the year ended December 31, 2025, the Company granted long-term incentive plan awards for 2025 (the “2025 Long-Term Incentive Grant”) which were comprised of approximately 94,000 nonqualified stock options (the “Long-Term Incentive Options”) and approximately 331,000 performance-vesting restricted units (the “Long-Term Incentive Performance Restricted Units”) (collectively, the “Long-Term Incentive Awards”).

Long-Term Incentive Options

The Long-Term Incentive Options vest over three years, with one-third vesting on each anniversary of the date of grant, subject to continued employment through the applicable vesting date. Equity compensation expense for these options is recognized for each tranche over the vesting period using the straight-line method. Upon stock option exercises, authorized but unissued shares will be issued by the Company.

Long-Term Incentive Performance Restricted Units

The Long-Term Incentive Performance Restricted Units are eligible to vest during the three-year performance period beginning on January 1, 2025 and ending on December 31, 2027 (or, extended through December 31, 2028, as applicable) (the “Performance Period”) based upon the Company’s achievement of specified performance goals during the Performance Period. The total number of Long-Term Incentive Performance Restricted Units eligible to vest will be based on the level of achievement of the performance goals and ranges from 0% (if below threshold performance) up to 150% (for maximum performance). Upon achievement of at least the threshold performance goals, 50% of the award for a given level of performance will vest, with the remaining 50% subject to a one-year performance test period. Performance for the test period must meet or exceed the prior year’s performance before up to the remaining 50% of the units can be earned.

The Company recognizes equity compensation expense for its performance-vesting restricted awards ratably over the related performance period, if the performance condition is probable of being achieved. If the probability of vesting changes for performance-vesting restricted awards in a subsequent period, all equity compensation expense related to those awards that would have been recorded, if any, over the requisite service period had the new percentage been applied from inception, will be recorded as a cumulative catch-up or reduction at such subsequent date.

Other Long-Term Incentive Awards

During the year ended December 31, 2025, the Company also granted time-vesting restricted units and options to certain employees which generally vest over four years, with one-quarter vesting on each of the first four anniversaries of the grant date.

Previous Long-Term Incentive Awards

The Company also has outstanding time-vesting restricted awards (the “Long-Term Incentive Time Restricted Awards”), performance-vesting restricted awards (the “Long-Term Incentive Performance Restricted Awards”) and nonqualified stock options granted under previous long-term incentive plan grants.

Other

During the years ended December 31, 2025, 2024 and 2023, the Company granted equity awards to its non-employee members of its Board which will vest on the day before the Company’s next annual meeting. Each eligible Board member elected the form of their equity award as either deferred stock units (“DSUs”) or restricted stock units (“RSUs”). Each DSU granted represents the right to receive one share of the Company’s common stock three months after the respective director leaves the Board. Upon vesting, each RSU will be converted into one share of the Company’s common stock.