UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 2224, 2026

WHEELS UP EXPERIENCE INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39541	98-1617611
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)


2135 American Way
Chamblee, Georgia			30341
(Address of principal executive offices)			(Zip Code)

(212) 257-5252

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☒			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, $0.0001 par value per share

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Retirements~~As ofpreviously ~~Timothy~~disclosed Min the Current Report on Form 8-K filed by Wheels Up Experience Inc. ~~Armstrong~~(the &“Company” ~~Daniel~~or C“Wheels Up”) with the U.S. ~~Janki~~Securities ~~from~~and Exchange Commission (“SEC”) on April 14, 2026, the Company’s Board of Directors (the “Board”) approved the Reverse Stock Split (as defined in Item 5.03 below) that became effective immediately after the close of trading on The New York Stock Exchange on April 24, 2026 (the “Effective Time”). Upon the effectiveness of the Reverse Stock Split on April 24, 2026, the Company, in its capacity as the managing member of Wheels Up Partners Holdings LLC, a Delaware limited liability company and direct subsidiary of the Company (“WUP”), entered into Amendment No. 4 to Seventh Amended and Restated Limited Liability Company Agreement of Wheels Up Partners Holdings LLC, dated as of April 24, 2026 (the “WUP LLC Agreement Amendment”), to, among other things, update certain provisions to reflect adjustments to outstanding and issuable membership interests in WUP as a result of the Reverse Stock Split.

~~(b) On~~The ~~April~~foregoing ~~22,~~summary ~~2026 (the “Notice Date”), Timothy M. Armstrong notified the Board~~ of ~~Directors (~~the ~~“Board”)~~ ofWUP ~~Wheels~~LLC UpAgreement ~~Experience~~Amendment ~~Inc.~~does ~~(the~~not ~~“Company”)~~purport ~~of his decision~~ to ~~retire~~be ~~from~~complete ~~the~~and ~~Board,~~is ~~effective~~qualified asin ofits ~~the~~entirety ~~Company’s~~by ~~2026 annual~~reference ~~meeting of stockholders (the “2026 Annual Meeting”). Therefore, Mr. Armstrong will not stand for reelection~~ to the ~~Board~~WUP atLLC ~~the~~Agreement ~~2026 Annual Meeting. In addition~~Amendment, ona ~~the~~copy ~~Notice Date, Daniel C. Janki notified the Board~~ of ~~his~~which ~~decision~~is tofiled ~~retire from the Board, effective~~ as ofExhibit ~~the Notice Date~~10. ~~The~~1 ~~decisions of Mr. Armstrong not~~ to ~~stand~~this ~~for~~Current ~~reelection~~Report aton ~~the~~Form ~~2026 Annual~~8-K ~~Meeting~~(this ~~and~~“Current ~~Mr. Janki~~Report”) ~~to resign from the Board follow recent changes in their respective professional commitments~~ and ~~are~~incorporated ~~not~~herein ~~related~~by ~~to any disagreement with the Company or the Board regarding any matter related to the Company’s operations, policies or practices~~reference.

~~Appointment~~Item ~~of Erik S~~3.03 Material ~~Snell~~Modification to ~~the~~Rights ~~Board~~of Security Holders.

~~(d) To~~The ~~fill~~information ~~the~~provided ~~vacancy~~in onItem ~~the~~5.03 ~~Board~~(Amendments ~~following~~to ~~the~~Articles ~~resignation~~ of ~~Mr. Janki,~~Incorporation onor ~~the~~Bylaws; ~~Notice~~Change ~~Date,~~in ~~the~~Fiscal ~~Board~~Year) ~~appointed~~of ~~Erik S. Snell~~this toCurrent ~~the~~Report ~~Board~~below asis aincorporated ~~Class I~~by ~~director,~~reference ~~effective~~into ~~upon~~this ~~the~~Item ~~resignation of Mr~~3. ~~Janki~~03.

~~Mr. Snell,~~Item ~~age 49, previously served as a member of the Board as a designee of Delta Air Lines, Inc~~5.03 Amendments ~~(“Delta”) from July 2021~~ to ~~September 2023. He~~Articles ~~currently serves as Executive Vice President and Chief Financial Officer~~ of ~~Delta,~~Incorporation aor ~~position~~Bylaws; heChange ~~has held since April 2026. Mr. Snell joined Delta~~ in ~~2005~~Fiscal in the Finance department and has held positions of increasing responsibility prior to his appointment as Chief Financial Officer, including as Executive Vice President - Chief Customer Experience Officer from January 2025 to April 2026, Senior Vice President - Airport Customer Service, Cargo Operations, Ground Support Equipment and Global Clean from June 2022 to December 2024, Senior Vice President - Operations & Customer Center, Operations Analytics, and Delta Connection from October 2020 to June 2022, Senior Vice President - Corporate Planning from March 2020 to October 2020, and Senior Vice President - Operations & Customer Center from September 2018 to March 2020Year. He also previously served as President of Delta Private Jets, LLC prior to its acquisition by the Company in January 2020. Prior to joining Delta, Mr. Snell worked in the investment management and financial planning industry in Atlanta. He earned a Bachelor of Arts degree from Elon University and MBA in Finance from Emory University.

~~Mr. Snell’s~~As ~~initial~~previously ~~term~~announced, asat athe ~~Class I~~Company’s ~~director~~2025 ~~will continue until the 2028~~ annual meeting of stockholders, the Company’s stockholders ~~and~~authorized ~~his~~an ~~successor~~amendment isto ~~duly~~the ~~elected~~Company’s ~~and~~Amended ~~qualified. Mr. Snell will not initially serve on any standing Board committees~~ and isRestated ~~not~~Certificate ~~expected~~of toIncorporation, ~~initially~~filed ~~receive~~with ~~compensation from~~ the ~~Company~~Delaware ~~for~~Secretary ~~his~~of ~~service~~State ason aNovember ~~director. There are: no family relationships between Mr. Snell~~15, on2023 (the ~~one~~“A&R ~~hand,~~Certificate ~~and~~of ~~any~~Incorporation”), ~~other~~to ~~director~~effect, ~~executive~~at ~~officer~~the ordiscretion ~~person~~of ~~nominated~~the orBoard ~~chosen~~at byany ~~the~~time ~~Company~~prior to ~~become~~the aCompany's ~~director~~2026 orannual ~~executive~~meeting ~~officer~~ of ~~the Company~~stockholders, on(i) ~~the~~a ~~other~~reverse ~~hand;~~stock ~~and~~split noof ~~transactions~~Wheels ~~between~~Up’s ~~Mr. Snell,~~outstanding onshares ~~the~~of ~~one~~Class ~~hand,~~A ~~and~~common ~~the~~stock, ~~Company~~$0.0001 ~~and~~par ~~its~~value ~~subsidiaries,~~per onshare ~~the~~(“Common ~~other hand~~Stock”), ~~that~~at ~~would~~a ~~require~~reverse ~~disclosure~~stock ~~under~~split ~~Item 404(a)~~ratio of ~~Regulation~~not ~~S-K. Mr. Snell~~less ~~was~~than ~~appointed~~1-for-5 ~~to the Board pursuant to the Investment~~ and ~~Investor~~not ~~Rights~~greater ~~Agreement,~~than ~~dated as of September~~ 1-for-20, ~~2023~~ ~~(as~~with ~~amended~~an byexact ~~Amendment~~ratio ~~No. 1~~within ~~thereto,~~that ~~dated~~range as ofmay ~~November 15, 2023,~~be asdetermined ~~further amended~~ by ~~Amendment~~the ~~No. 2~~Board ~~thereto,~~at ~~dated~~a aslater ofdate ~~September 22, 2024,~~(the as“Reverse ~~further~~Stock ~~amended~~Split”), byand ~~Amendment~~(ii) ~~No. 3~~contemporaneously ~~thereto,~~with ~~dated~~the asReverse ofStock ~~September 21~~Split, ~~2025,~~ ~~and~~a ~~together~~reduction ~~with~~in the ~~several~~number ~~joinders~~of ~~thereto,~~authorized ~~the~~shares ~~“Investor~~of ~~Rights~~Common ~~Agreement”),~~Stock by ~~and~~a ~~among,~~ratio ~~inter~~corresponding ~~alia,~~to the ~~Company~~reverse ~~and~~stock ~~Delta,~~split asratio ~~a Delta Director~~ (~~as defined in~~ the ~~Investor~~“Authorized ~~Rights~~Share ~~Agreement~~Reduction”). On April 13, 2026, ~~but~~the heBoard isapproved ~~not~~the aReverse ~~party~~Stock toSplit ~~such~~at ~~agreement~~a inratio ~~his~~of ~~individual~~1-for-20 ~~capacity. Except~~shares asof ~~disclosed~~Common inStock (the ~~foregoing sentence~~“Ratio”), ~~there~~together ~~are~~with noa ~~arrangements~~proportionate orreduction ~~understandings~~in ~~between Mr. Snell, on~~ the ~~one~~number ~~hand,~~of ~~and~~authorized ~~any~~shares ~~other~~of ~~person,~~Common onStock ~~the~~from ~~other~~1.5 ~~hand,~~billion ~~pursuant~~shares toof ~~which~~Common heStock ~~was appointed~~ to ~~the~~75 ~~Board~~million shares.

~~Item~~On 7April 24, 2026, the Company filed a Certificate of Amendment to Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Delaware Secretary of State, which amended Section 4.~~01 Other~~1 ~~Events~~of the A&R Certificate of Incorporation, effective as of the Effective Time, to (i) give effect to the Reverse Stock Split, (ii) reduce the total number of shares of all classes of capital stock and Common Stock of the Company authorized for issuance to 100 million and 75 million, respectively, taking into account the Reverse Stock Split, Authorized Share Reduction and Ratio, and (iii) describe the treatment of any fractional shares of Common Stock upon the effectiveness of the Reverse Stock Split.

OnThe ~~April 24, 2026,~~foregoing ~~the~~descriptions ~~Company~~of ~~issued~~the aA&R ~~press~~Certificate ~~release~~of ~~regarding~~Incorporation ~~the~~and ~~appointment~~Certificate of ~~Mr. Snell~~Amendment do not purport to ~~the~~be ~~Board~~complete and ~~the~~are ~~Board’s~~qualified ~~intention~~in totheir ~~nominate~~entirety ~~Roger N. Farah~~by ~~for~~reference ~~election~~ to the ~~Board~~A&R atCertificate ~~the~~of ~~2026 Annual~~Incorporation, ~~Meeting~~which aswas anoriginally ~~independent~~filed ~~director~~as Exhibit 3.1 to ~~fill~~ the ~~Class II~~Company’s ~~director~~Current ~~seat~~Report ~~currently~~on ~~occupied~~Form by8-K ~~Mr. Armstrong,~~filed ~~which~~with isthe ~~expected~~SEC toon beNovember 16, 2023 ~~disclosed~~and inis ~~the~~incorporated ~~Company’s~~herein ~~forthcoming~~by ~~definitive~~reference ~~proxy~~as ~~statement on Schedule~~Exhibit ~~14A~~3.1, (and the ~~“Definitive~~Certificate ~~Proxy~~of ~~Statement”)~~Amendment, toa becopy ~~filed~~of ~~with~~which ~~the~~is ~~U.S. Securities~~filed ~~and~~as ~~Exchange~~Exhibit 3.2 ~~Commission~~to ~~(“SEC”). A~~this ~~copy~~Current ofReport ~~such~~and ~~press~~incorporated ~~release~~herein isby reference.

~~furnished~~Item ~~as Exhibit 99~~8.~~1 hereto and incorporated by reference in this Item 7.~~01 Other ~~of this Current Report on Form 8-K (this “Current Report”)~~Events.

~~The~~In ~~information~~connection inwith ~~Item 7.01~~the ofReverse ~~this~~Stock ~~Current~~Split, ~~Report~~ and ~~Exhibit 99.1 is being furnished~~ pursuant to ~~Item 7.01~~the terms of ~~Form 8-K~~the ~~and~~Warrant ~~shall~~Agreement, ~~not~~dated beas ~~deemed “filed” for purposes~~ of ~~Section 18~~September ~~of the Securities Exchange Act of 1934~~25, as2020 ~~amended~~ (the “~~Exchange Act~~Warrant Agreement”), orby ~~otherwise~~and ~~subject~~between toAspirational ~~the~~Consumer ~~liabilities~~Lifestyle ~~of that section~~Corp., ~~nor~~a ~~shall~~blank itcheck becompany ~~deemed~~and ~~incorporated~~the bypredecessor ~~reference~~ in-interest ~~any~~to ~~filing~~Wheels ~~made~~Up by(“ASPL”), ~~the~~and ~~Company~~Continental ~~under~~Stock ~~the~~Transfer ~~Securities~~& ~~Act~~Trust ~~of 1933~~Company, as ~~amended,~~warrant ~~or the Exchange Act~~agent, ~~except~~certain asterms ~~may~~of bethe ~~expressly~~Company’s ~~set~~issued ~~forth~~and byoutstanding ~~specific~~redeemable ~~reference~~public inwarrants ~~such~~and ~~filing.~~

~~Important~~private ~~Additional~~warrants ~~Information~~(collectively, the “Warrants”) to purchase shares of Common Stock were further adjusted to reflect: (i) a reduction in the number of shares of Common Stock issuable upon exercise of each Warrant, which as of the Effective Time resulted in each Warrant being exercisable for 1/200th of one (1) share of Common Stock; (ii) an increase in the exercise price per whole share of Common Stock to $2,300.00; and ~~Where~~(iii) the stated redemption prices per Warrant being proportionately reduced by the inverse of the Ratio. The Company does not intend to ~~Find~~amend Itthe terms of the Warrant Agreement to reflect the corresponding adjustments as a result of the Reverse Stock Split. The Warrants are scheduled to expire on July 13, 2026, subject to earlier exercise or redemption.

AsThe ~~referenced~~foregoing indescription ~~Item 7.01~~ of ~~this Current Report and in Exhibit 99.1 furnished herewith,~~ the ~~proposal~~Warrant ~~related~~Agreement todoes ~~the~~not ~~anticipated~~purport ~~nomination of, among others, Mr. Farah for election~~ to ~~the~~be ~~Board~~complete atand ~~the~~is ~~2026 Annual~~qualified ~~Meeting~~in ~~(the~~its ~~“Director~~entirety ~~Election Proposal”) will need to be voted upon~~ by ~~the~~reference ~~Company’s stockholders at the 2026 Annual Meeting, and the Company intends~~ to ~~mail or otherwise make available~~ the ~~Definitive~~Warrant ~~Proxy Statement relating to~~Agreement, ~~among~~which ~~other~~was ~~things,~~originally ~~the~~filed ~~Director~~as ~~Election~~Exhibit ~~Proposal~~4. ~~This~~1 ~~communication does not contain all the information that should be considered concerning the Director Election Proposal, and is not intended~~ to ~~form the basis of any voting decision, investment decision or any other decision in respect of the Director Election Proposal. THE COMPANY~~ASPL’S STOCKHOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT (WHEN IT BECOMES AVAILABLE) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE DIRECTOR ELECTION PROPOSAL, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE DIRECTOR ELECTION PROPOSAL AND OTHER PROPOSALS TO BE PRESENTED FOR VOTE AT THE 2026 ANNUAL MEETING. The Company’s ~~stockholders~~Current ~~will~~Report ~~also~~on beForm 8-K ~~able to obtain copies of the Definitive Proxy Statement and other documents~~ filed with the SEC, ~~without~~on ~~charge,~~September ~~once available~~25, at2020 ~~the~~and SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s Investor Relations website at https://investors.wheelsup.com/financials/sec-filings. The information on or available through websites linked in this paragraph is ~~not deemed~~ incorporated ~~in,~~herein ~~and~~by ~~does~~reference ~~not~~as ~~form~~Exhibit ~~a part of, this Current Report~~4.1.

Participants in the Solicitation

The Company and its directors, officers and employees may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the matters to be voted on at the 2026 Annual Meeting, including the Director Election Proposal. A list of the names of those directors, officers and employees and a description of their interests in the Company is contained in the Company’s filings with the SEC, including in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 10, 2026, which is available free of charge at the SEC’s website at www.sec.gov and the Company’s Investor Relations website at https://investors.wheelsup.com/financials/sec-filings. Additional information regarding the interests of such participants will be contained in the Definitive Proxy Statement for the matters to be voted on at the 2026 Annual Meeting, including the Director Election Proposal, when available. The information on or available through websites linked in this paragraph is not deemed incorporated in, and does not form a part of, this Current Report.

Cautionary Note Regarding Forward-Looking Statements

This Current Report and Exhibit 99.1 furnished herewith contain certain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside of the control of the Company. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of the Company regarding the future, including, without limitation: (i) the impact of changes or potential changes in the composition of the Board and the Company’s future plans, strategies and expectations, and (ii) the outcome of the vote on any stockholder voting proposal at the 2026 Annual Meeting, including the election of directors. The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company's Annual

Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 10, 2026 and the Company's other filings with the SEC from time to time. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company does not intend to update any of these forward-looking statements after the date of this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Press Release, dated April 24, 2026
3.1						Amended and Restated Certificate of Incorporation of Wheels Up Experience Inc., filed on November 15, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 16, 2023)
3.2						Certificate of Amendment to Amended and Restated Certificate of Incorporation of Wheels Up Experience Inc., filed on April 24, 2026
4.1						Warrant Agreement, dated as of September 25, 2020, between Aspirational Consumer Lifestyle Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to Aspirational Consumer Lifestyle Corp.’s Current Report on Form 8-K, filed with the SEC on September 25, 2020)
10.1						Amendment No. 4 to Seventh Amended and Restated Limited Liability Company Agreement of Wheels Up Partners Holdings LLC, dated as of April 24, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WHEELS UP EXPERIENCE INC.
Date: April 24, 2026	By:	/s/ George Mattson
Date: April 27, 2026	By:	/s/ Matthew J. Knopf
		Name:	~~George~~Matthew ~~Mattson~~J. Knopf
		Title:	Chief ~~Executive~~Legal Officer & Secretary

Filing Compare · Wheels Up Experience Inc.