Wheels Up Experience Inc. 8-K

What Happened
Wheels Up Experience Inc. announced that its reverse stock split became effective on April 24, 2026. As a result, the company updated organizational documents for its subsidiary and certain outstanding warrants were mechanically adjusted under the existing warrant agreement.

The company, as managing member of Wheels Up Partners Holdings LLC (WUP), executed Amendment No. 4 to the WUP limited liability company agreement dated April 24, 2026 to reflect adjustments to outstanding and issuable membership interests caused by the reverse stock split. Separately, under the Warrant Agreement, the company’s issued public and private warrants were adjusted so that each warrant is now exercisable for 1/200th of one share of common stock and the exercise price per whole share was increased to $2,300.00; the warrants remain scheduled to expire July 13, 2026.

Key Details

• Reverse stock split became effective April 24, 2026 (Board had approved the split in prior disclosure).
• WUP: Amendment No. 4 to the Seventh Amended and Restated LLC Agreement executed April 24, 2026 to adjust membership interests.
• Warrants: each warrant now exercisable for 1/200th of a share; exercise price per whole share adjusted to $2,300.00.
• Warrants remain subject to the original Warrant Agreement (company does not intend to amend that agreement) and expire July 13, 2026, unless earlier exercised or redeemed.

Why It Matters
The reverse stock split reduces the number of outstanding common shares and triggers proportional contract adjustments (membership interests and warrants). For investors, the filing clarifies how holdings and potential warrant exercises convert after the split: warrant holders will receive a smaller fraction of a share per warrant but at a proportionally higher exercise price per whole share. The LLC amendment ensures subsidiary ownership units are aligned with the new share count. These are structural changes rather than new financing or operational events; they affect share and warrant math, not the company’s reported business results.