Wheels Up Experience Inc. 8-K

What Happened

• Wheels Up Experience Inc. (UP) filed an 8-K reporting that on December 22, 2025 an indirect subsidiary, Wheels Up Partners LLC (WUP LLC), entered into an Aircraft Purchase Agreement with UMB Bank, N.A. (as owner trustee). Under the agreement, WUP LLC expects to sell 10 aircraft (three Bombardier Challenger 300 series and seven Embraer Phenom 300 series) and, concurrently, Wheels Up Private Jets LLC expects to enter into long-term operating leases for those same aircraft so the company keeps them in its controlled fleet. The company expects the Transactions to close on or before December 31, 2025 and issued a press release on December 23, 2025.

Key Details

• Number and types of aircraft: 3 Bombardier Challenger 300 series and 7 Embraer Phenom 300 series (10 total).
• Aggregate sale price: approximately $104.7 million.
• Expected cash net proceeds to the balance sheet at closing: up to approximately $39.4 million (after related debt repayments).
• Expected reduction in outstanding equipment debt principal at closing: approximately $65.0 million under the Company’s Revolving Equipment Notes Facility, which would then be available to reborrow subject to terms.

Why It Matters

• Liquidity and funding: The deal is intended to provide immediate cash (net proceeds ~ $39.4M) and free up borrowing capacity (~$65.0M) to support Wheels Up’s planned purchases of additional Challenger 300 and Phenom 300 aircraft.
• Operations unchanged: Because the company will concurrently lease back the aircraft, Wheels Up says there should be no operational impact to members and customers, including during the holiday season.
• Risk and timing: The Transactions are subject to customary closing conditions and representations; closing is expected by December 31, 2025, so investors should watch for confirmation of closing and any updates to amounts or timing.