Wheels Up Experience Inc. 8-K

What Happened Wheels Up Experience Inc. (NYSE: UP) announced that its Board approved a 1-for-20 reverse stock split of its Class A common stock, effective immediately after the close of trading on the NYSE on April 24, 2026. The reverse split implements a previously stockholder‑approved amendment (authorized at the 2025 annual meeting) that allows a split between 1-for-5 and 1-for-20; the Board selected the maximum 1-for-20 ratio. The Company also will proportionally reduce its authorized common shares and expects to file a Certificate of Amendment with the Delaware Secretary of State at or before the effective time.

Key Details

• Reverse split ratio: 1-for-20, approved by the Board on April 13, 2026; effective after NYSE close on April 24, 2026.
• Authorized shares reduced from 1.5 billion to 75 million (proportional to the 1-for-20 split).
• New CUSIP: 96328L304; new ISIN: US96328L3042. Common stock will remain listed as “UP” on the NYSE. Warrants will not receive new CUSIP/ISIN.
• Fractional shares: the Company will not issue fractional shares; holders entitled to cash in lieu based on the NYSE closing price at the effective time (no interest, subject to tax withholding).
• Warrants: after the split, each Warrant will be exercisable for 1/200th of one share at an exercise price equal to $2,300 per whole share; multiple warrants may be exercised together for whole shares, but the Company will round down and not issue fractional shares. Warrants expire July 13, 2026.

Why It Matters A reverse stock split reduces the number of outstanding shares and raises the per-share price by the stated ratio. For investors, this means your share count will be reduced by 20x and each remaining share should represent 20 times the pre-split value (subject to market movement). The authorized-share reduction limits future dilution by decreasing the total shares the company can issue. The Company also notes this action may affect liquidity, trading volume and NYSE compliance, and includes standard forward-looking cautions. Investors with warrants or equity awards should review communications from the Company about how their holdings and exercise/vesting terms will be adjusted.