UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-Q

________________

[Mark One]


þ			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-39541

WHEELS UP EXPERIENCE INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware (State or Other Jurisdiction of Incorporation or Organization)						98-1617611 (I.R.S. Employer Identification No.)

2135 American Way, Chamblee, Georgia (Address of Principal Executive Offices)						30341 (Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 257-5252

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

Non-accelerated Filer

☐

Smaller reporting company

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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

As of ~~November~~May 38, ~~2025~~2026, ~~721~~36,~~707~~229,~~858~~137 shares of Class A common stock, $0.0001 par value per share, were outstanding.

TABLE OF CONTENTS

		Page
PART I.	Financial Information
Item 1.	Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	1
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	1
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024	3
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	2
	Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024	4
	Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2026 and 2025	3
	Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2025 and 2024	5
	Condensed Consolidated Statements of Equity for the three months ended March 31, 2026 and 2025	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	7
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	6
	Notes to Condensed Consolidated Financial Statements	87
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5448
Item 4.	Controls and Procedures	5549
PART II.	Other Information
Item 1.	Legal Proceedings	5749
Item 1A.	Risk Factors	5851
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5953
Item 3.	Defaults Upon Senior Securities	5953
Item 4.	Mine Safety Disclosures	5953
Item 5.	Other Information	5953
Item 6.	Exhibits	6054
	Signatures	6155

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) of Wheels Up Experience Inc. (“Wheels Up”, “we”, “us”, “our” or the “Company”), contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements provide current expectations of future circumstances or events based on certain assumptions and include any statement, projection or forecast that does not directly relate to any historical or current fact. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the control of Wheels Up, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding: (i) the ~~Wheels~~terms of, Wheels Up’s ~~growth~~ability ~~plans~~to sign and close, and the ~~size~~impact on the Company of, ~~demand~~any potential debt financings, ~~competition~~including the financing described in this Quarterly Report, and ~~growth~~any potential ofimpacts on the ~~markets~~trading prices and trading market for Wheels Up’s ~~service~~Class A ~~offerings~~common ~~and~~stock, ~~the~~$0.0001 ~~degree~~par ofvalue per share (“Common Stock”); (ii) Wheels Up’s growth plans, market ~~adoption~~conditions in the private aviation industry and the anticipated success of Wheels Up’s sales efforts and service offerings, including its membership program, charter ~~offerings~~solutions and any future services it may offer; (iiiii) ~~the potential impact of~~ Wheels Up’s ~~cost~~ongoing ~~reduction~~business ~~and~~transformation, ~~operational~~including ~~efficiency~~its ~~and~~efforts ~~productivity~~to ~~initiatives~~scale onpremium ~~its~~aircraft ~~business~~fleets and ~~results~~dispose of ~~operations,~~legacy ~~including~~controlled ~~timing~~aircraft, ~~magnitude~~reduce costs, and ~~possible~~implement ~~effects~~operational onefficiency ~~liquidity levels~~ and ~~working~~productivity ~~capital; (iii) Wheels Up’s fleet modernization strategy~~initiatives, and its ability to execute such ~~strategy~~initiatives on the ~~timeline~~timelines that it currently anticipates and realize the expected commercial, financial and operational ~~impacts~~benefits toduring ~~Wheels~~and ~~Up,~~after ~~including~~the ~~due~~expected period of transition; (iv) Wheels Up’s ability to ~~changes~~achieve inits financial goals on the ~~market~~most ~~for~~recent ~~purchases~~schedule ~~and~~that ~~sales~~it ofhas ~~aircraft~~announced; (ivv) Wheels Up’s liquidity and ~~future~~capital ~~cash flows~~resources, ~~certain~~working ~~restrictions~~capital ~~related~~levels, tofuture ~~its~~cash flows, indebtedness ~~obligations~~ and its ability to perform under its contractual ~~and~~or indebtedness obligations; ~~(v) Wheels Up’s ability to achieve its financial goals~~ in the future ~~on the most recent schedule that it has announced~~; (vi) the potential ~~impacts~~benefits or ~~benefits~~impacts ~~from~~to ~~pursuing strategic actions involving~~ Wheels Up or its subsidiaries or affiliates from pursuing or completing strategic actions, including, among others, acquisitions, mergers and divestitures, new debt or equity financings, refinancings of existing indebtedness, ~~stock~~or ~~repurchases~~other obligations and commercial partnerships or arrangements; and (vii) the impacts of general economic and geopolitical conditions on Wheels Up’s business and the aviation industry, including due to, among others, ~~fluctuations~~changes in interest rates, inflation, foreign currencies, taxes, tariffs and trade policies, domestic and foreign hostilities, government shutdowns or funding changes, and other factors that influence consumer and business spending decisions or cost dynamics. 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. We have identified certain known material risk factors applicable to Wheels Up under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 (“Annual Report”) ~~under~~filed ~~Part~~with I,the ~~Item~~U.S. 1ASecurities and Exchange Commission (“~~Risk~~SEC”) ~~Factors~~on March 10,” 2026, as well as in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Part II, Item 1A “Risk Factors” and elsewhere in this Quarterly Report. It is not always possible for us to predict how new risks and uncertainties that arise from time to time may affect us. 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, we do not intend to update any of these forward-looking statements after the date of this Quarterly Report.

EXPLANATORY NOTE REGARDING REVERSE STOCK SPLIT

Following approval by the Company’s stockholders at the Company’s 2025 annual meeting of stockholders held on June 10, 2025, on April 13, 2026, the Company’s Board of Directors (the “Board”) approved a reverse stock split of Wheels Up’s outstanding shares of Common Stock, at a reverse stock split ratio of 1-for-20 and, contemporaneously with the Reverse Stock Split, a proportionate reduction in the number of authorized shares of Common Stock from 1.5 billion shares of Common Stock to 75.0 million shares (collectively, the “Reverse Stock Split”). The Reverse Stock Split became effective immediately after the close of trading on The New York Stock Exchange on April 24, 2026 (the “Effective Time”).

All Common Stock amounts in this Quarterly Report have been adjusted to reflect the Reverse Stock Split for all periods presented. The Company’s total stockholders’ equity and the par value for the Common Stock did not change as a result of the Reverse Stock Split. Holders of Common Stock as of the Effective Time were entitled to receive cash (without interest, and subject to any required tax withholding applicable to a holder) in lieu of the

issuance of fractional shares as a result of the Reverse Stock Split. See Note 16, Subsequent Events in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 “Financial Statements” herein for more details about the Reverse Stock Split and certain retrospective adjustments made to the unaudited condensed consolidated financial statements and the related notes presented in this Quarterly Report due to the Reverse Stock Split.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WHEELS UP EXPERIENCE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share data)

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	~~125~~54,~~327~~126	$	~~216~~133,~~426~~926
Accounts receivable, net	32,~~389~~315		3224,~~316~~249
Parts and supplies inventories	92,~~144~~210		1211,~~177~~586
Aircraft held for sale	4122,~~227~~667		3518,~~663~~463
Prepaid expenses	2527,~~163~~754		2327,~~546~~091
Other current assets	1525,~~026~~718		1134,~~941~~042
Total current assets	~~248~~164,~~276~~790		~~332~~249,~~069~~357
Property and equipment, net	~~305~~263,~~416~~513		~~348~~219,~~339~~729
Operating lease right-of-use assets	27108,~~999~~035		56111,~~911~~886
Goodwill	~~209~~208,~~930~~665		~~217~~209,~~045~~897
Intangible assets, net	8070,~~063~~097		9675,~~904~~102
Restricted cash	3034,~~451~~605		30,~~042~~577
Other non-current assets	7066,~~868~~537		7672,~~701~~266
Total assets	$	~~973~~916,~~003~~242	$	1968,~~158,011~~814
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	3021,~~342~~742	$	3119,~~748~~039
Accounts payable	3022,~~858~~857		2920,~~977~~443
Accrued expenses	~~100~~93,~~695~~487		89104,~~484~~010
Deferred revenue, current	~~711~~687,~~191~~576		~~749~~738,~~432~~852
Other current liabilities	1428,~~435~~701		1625,~~643~~212
Total current liabilities	~~887~~854,~~521~~363		~~917~~907,~~284~~556
Long-term debt, net	~~393~~400,~~571~~340		~~376~~316,~~308~~358
Operating lease liabilities, non-current	46116,~~929~~372		50121,~~810~~067
Other non-current liabilities	1910,~~527~~857		915,~~837~~934
Total liabilities	1,~~347~~381,~~548~~932		1,~~354~~360,~~239~~915
Commitments and contingencies (Note 13)
Commitments and contingencies (Note 12)
Mezzanine equity:
Executive performance award	—		5,881
Total mezzanine equity	—		5,881
Equity:
Common Stock, $0.0001par value; 1,500,000,000 authorized; 721,613,576 and 698,342,097 issued and 720,346,459 and 697,902,646 shares outstanding as of September 30, 2025 and December 31, 2024, respectively	72		70
Common Stock, $0.0001 par value; 75,000,000 authorized; 36,322,583 and 36,179,503 issued and 36,228,699 and 36,100,887 shares outstanding as of March 31, 2026 and December 31, 2025, respectively	72		72
Additional paid-in capital	2,031,796		2,020,408
Accumulated deficit	(2,480,070)		(2,397,112)
Accumulated other comprehensive loss	(7,452)		(5,633)
Treasury stock, at cost, 93,884 and 78,616 shares, respectively	(10,037)		(9,836)

Additional paid-in capital	2,008,512		1,921,581
Total Wheels Up Experience Inc. stockholders’ equity	(465,691)		(392,101)
Accumulated deficit	(2,368,237)		(2,102,895)
Accumulated other comprehensive loss	(5,598)		(12,662)
Treasury stock, at cost, 1,267,117 and 439,451 shares, respectively	(9,294)		(8,203)
Total Wheels Up Experience Inc. stockholders’ equity	(374,545)		(202,109)
Non-controlling interests	—		—
Total equity	(~~374~~465,~~545~~691)		(~~202~~392,~~109~~101)
Total liabilities and equity	$	~~973~~916,~~003~~241	$	1968,~~158,011~~814

The accompanying notes are an integral part of these condensed consolidated financial statements.

WHEELS UP EXPERIENCE INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except share and per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Revenue	$	~~185~~168,~~486~~922	$	~~193~~177,~~903~~530	$	~~552,653~~	$	~~587,289~~
Costs and expenses:
Cost of revenue (exclusive of items shown separately below)	~~172~~159,~~878~~196		~~166~~158,~~859~~424		~~505,257~~		~~556,809~~
Technology and development	108,~~170~~739		910,~~594~~524		~~30,052~~		~~31,204~~
Sales and marketing	22,~~084~~183		2022,~~029~~161		~~68,630~~		~~62,946~~
General and administrative	3126,~~982~~837		2756,~~058~~817		~~119,031~~		~~99,244~~
Depreciation and amortization	1311,~~926~~714		1220,~~484~~210		~~47,626~~		~~43,472~~
Gain on sale of aircraft	(3,737)		(190)		(12,491)		(2,680)
Gain on sale of aircraft held for sale	(2,508)		(6,551)
(Gain) loss on disposal of assets, net	(480)		(70)		(3,749)		1,757
Loss (gain) on disposal of assets, net	117		(3,289)
Total costs and expenses	~~246~~226,~~823~~278		~~235~~258,~~764~~296		~~754,356~~		~~792,752~~
Loss from operations	(6157,~~337~~356)		(4180,~~861~~766)		~~(201,703)~~		~~(205,463)~~
Other income (expense)
Other (expense) income
Gain on divestiture	1,833		—		1,833		3,403
Loss on extinguishment of debt	(17)		(38)
Loss on extinguishment of debt	(19)		(289)		(79)		(2,800)
Interest income	242		1,148
Change in fair value of warrant liability	—		107		—		9
Interest expense	(25,307)		(19,880)
Interest income	631		907		2,615		1,248
Other (expense) income, net	(11)		301
Interest expense	(23,510)		(16,041)		(65,474)		(47,263)
Total other (expense) income	(25,093)		(18,469)
Other income (expense), net	4		(149)		(165)		(499)
Loss before income taxes	(82,449)		(99,235)
Total other income (expense)	(21,061)		(15,465)		(61,270)		(45,902)
Income tax expense	(509)		(78)
Loss before income taxes	(82,398)		(57,326)		(262,973)		(251,365)
Net loss	(82,958)		(99,313)
Income tax expense	(1,332)		(405)		(2,369)		(732)
Less: Net loss attributable to non-controlling interests	—		—
Net loss	(83,730)		(57,731)		(265,342)		(252,097)
Net loss attributable to Wheels Up Experience Inc.	$	(82,958)	$	(99,313)
Less: Net loss attributable to non-controlling interests	—		—		—		—
Net loss attributable to Wheels Up Experience Inc.	$	(83,730)	$	(57,731)	$	(265,342)	$	(252,097)
Net loss per share of Class A common stock:
Basic and diluted	$	(02.1229)	$	(02.0884)	$	~~(0.38)~~	$	~~(0.36)~~
Weighted-average shares of Class A common stock outstanding:
Basic and diluted	~~703~~36,~~813~~149,~~424~~112		~~697~~34,~~721~~913,~~699~~507		~~700,889,734~~		~~697,575,821~~

The accompanying notes are an integral part of these condensed consolidated financial statements.

WHEELS UP EXPERIENCE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited, in thousands)

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Net loss	$	(8382,~~730~~958)	$	(5799,~~731~~313)	$	~~(265,342)~~	$	~~(252,097)~~
Other comprehensive income (loss):
Other comprehensive (loss) income:
Foreign currency translation adjustments	(21,~~514~~819)		63,~~807~~106		~~7,064~~		~~5,167~~
Comprehensive loss	(8684,~~244~~777)		(5096,~~924~~207)		~~(258,278)~~		~~(246,930)~~
Less: Comprehensive loss attributable to non-controlling interests	—		—		—		—
Comprehensive loss attributable to Wheels Up Experience Inc.	$	(8684,~~244~~777)	$	(5096,~~924~~207)	$	~~(258,278)~~	$	~~(246,930)~~

The accompanying notes are an integral part of these condensed consolidated financial statements.

WHEELS UP EXPERIENCE INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited, in thousands, except share data)

	Common Stock									Treasury Stock
	Shares	Amount		Additional paid-in capital		Accumulateddeficit		Accumulatedother comprehensive loss		Shares	Amount		Non-controlling interests		Total
Balance at December 31, 2024	698,342,097	$	70	$	1,921,581	$	(2,102,895)	$	(12,662)	439,451	$	(8,203)	$	—	$	(202,109)
Balance at December 31, 2025	36,179,503	$	72	$	2,020,408	$	(2,397,112)	$	(5,633)	78,616	$	(9,836)	$	—	$	(392,101)
Equity-based compensation	—	—		1011,~~319~~388		—		—		—	—		—		1011,~~319~~388
Shares withheld for employee taxes on vested equity awards	—	—		—		—		—		8815,~~935~~268	(~~109~~201)		—		(~~109~~201)
Issuance of Common Stock upon settlement of restricted stock units	1143,~~051,121~~080	—		—		—		—		—	—		—		—
Net loss	—	—		—		(9982,~~313~~958)		—		—	—		—		(9982,~~313~~958)
Other comprehensive income (loss)	—	—		—		—		3,106		—	—		—		3,106
Other comprehensive loss	—	—		—		—		(1,819)		—	—		—		(1,819)
Balance at March 31, 2025	699,393,218	$	70	$	1,931,900	$	(2,202,208)	$	(9,556)	528,386	$	(8,312)	$	—	$	(288,106)
Balance at March 31, 2026	36,322,583	$	72	$	2,031,796	$	(2,480,070)	$	(7,452)	93,884	$	(10,037)	$	—	$	(465,691)
Equity-based compensation	—	—		6,268		—		—		—	—		—		6,268
Reclassification of equity awards	—	—		10,250		—		—		—	—		—		10,250
Shares withheld for employee taxes on vested equity awards	—	—		—		—		—		56,545	(86)		—		(86)
Repurchase of Common Stock	—	—		—		—		—		225,378	(250)		—		(250)
Issuance of Common Stock upon settlement of restricted stock units	410,727	—		—		—		—		—	—		—		—
Net loss	—	—		—		(82,299)		—		—	—		—		(82,299)
Other comprehensive income (loss)	—	—		—		—		6,472		—	—		—		6,472
Balance at June 30, 2025	699,803,945	$	70	$	1,948,418	$	(2,284,507)	$	(3,084)	810,309	$	(8,648)	$	—	$	(347,751)
Equity-based compensation	—	—		12,499		—		—		—	—		—		12,499
Issuance of Common Stock (ATM Program)	21,157,534	2		47,595		—		—		—	—		—		47,597
Shares withheld for employee taxes on vested equity awards	—	—		—		—		—		115,642	(268)		—		(268)
Repurchase of Common Stock	—	—		—		—		—		341,166	(378)		—		(378)
Issuance of Common Stock upon settlement of restricted stock units	652,097	—		—		—		—		—	—		—		—
Net loss	—	—		—		(83,730)		—		—	—		—		(83,730)
Other comprehensive income (loss)	—	—		—		—		(2,514)		—	—		—		(2,514)
Balance at September 30, 2025	721,613,576	$	72	$	2,008,512	$	(2,368,237)	$	(5,598)	1,267,117	$	(9,294)	$	—	$	(374,545)

The accompanying notes are an integral part of these condensed consolidated financial statements.

WHEELS UP EXPERIENCE INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited, in thousands, except share data)

	Common Stock									Treasury Stock
(in thousands)	Shares	Amount		Additional paid-in capital		Accumulateddeficit		Accumulatedother comprehensive loss		Shares	Amount		Non-controlling interests		Total
	Shares	Amount		Additional paid-in capital		Accumulateddeficit		Accumulatedother comprehensive loss		Shares	Amount		Non-controlling interests		Total
Balance at December 31, 2023	697,131,838	$	70	$	1,879,009	$	(1,763,260)	$	(10,704)	275,707	$	(7,718)	$	—	$	97,397
Balance at December 31, 2024	34,917,104	$	70	$	1,921,581	$	(2,102,895)	$	(12,662)	21,972	$	(8,203)	$	—	$	(202,109)
Equity-based compensation	—	—		210,~~812~~319		—		—		—	—		—		210,~~812~~319
Shares withheld for employee taxes on vested equity awards	—	—		—		—		—		924,~~764~~446	(~~338~~109)		—		(~~338~~109)
Issuance of Common Stock upon settlement of restricted stock units	~~558~~52,~~125~~556.05	—		—		—		—		—	—		—		—
Net loss	—	—		—		(9799,~~393~~313)		—		—	—		—		(9799,~~393~~313)
Other comprehensive income (loss)	—	—		—		—		(13,~~542)~~106		—	—		—		(13,~~542)~~106
Balance at March 31, 2024	697,689,963	$	70	$	1,881,821	$	(1,860,653)	$	(12,246)	368,471	$	(8,056)	$	—	$	936
Balance at March 31, 2025	34,969,660	$	70	$	1,931,900	$	(2,202,208)	$	(9,556)	26,417	$	(8,312)	$	—	$	(288,106)
Equity-based compensation	—	—		5,332		—		—		—	—		—		5,332
Reclassification of equity awards	—	—		18,718		—		—		—	—		—		18,718
Shares withheld for employee taxes on vested equity awards	—	—		—		—		—		24,747	(67)		—		(67)
Issuance of Common Stock upon settlement of restricted stock units	367,109	—		—		—		—		—	—		—		—
Net loss	—	—		—		(96,973)		—		—	—		—		(96,973)
Other comprehensive income (loss)	—	—		—		—		(98)		—	—		$	—	(98)
Balance at June 30, 2024	698,057,072	$	70	$	1,905,871	$	(1,957,626)	$	(12,344)	393,218	$	(8,123)	$	—	$	(72,152)
Equity-based compensation	—	—		5,491		—		—		—	—		—		5,491
Change in non-controlling interests allocation	—	—		—		—		—		—	—		—		—
Issuance of Common Stock and Deferred Shares in connection with debt issuance	—	—		—		—		—		—	—		—		—
Shares withheld for employee taxes on vested equity awards	—	—		—		—		—		46,233	(81)		—		(81)
Issuance of Common Stock upon settlement of restricted stock units	194,043	—		—		—		—		—	—		—		—
Net loss	—	—		—		(57,731)		—		—	—		—		(57,731)
Other comprehensive income (loss)	—	—		—		—		6,807		—	—		—		6,807
Balance at September 30, 2024	698,251,115	$	70	$	1,911,362	$	(2,015,357)	$	(5,537)	439,451	$	(8,204)	$	—	$	(117,666)

The accompanying notes are an integral part of these condensed consolidated financial statements.

WHEELS UP EXPERIENCE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024
	2026		2025
Cash flows from operating activities
Net loss	$	(~~265~~82,~~342~~958)	$	(~~252~~99,~~097~~313)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4711,~~626~~714		4320,~~472~~210
Equity-based compensation	3311,~~455~~388		3312,~~364~~661
Payment in kind interest	40,289		31,259
Payment-in-kind interest	14,063		13,050
Amortization (accretion) of deferred financing costs and debt discount	10,698		(1,022)
Amortization of deferred financing costs and debt discount	8,996		1,893
Gain on sale of aircraft held for sale	(143,~~854~~407)		(24,~~680~~975)
(Gain) loss on disposal of assets, net	(3,076)		1,757
Reserve for excess and obsolete inventory	4,984		—
Impairment of right-of-use assets	20,218		—
Loss (gain) on disposal of assets, net	162		(3,229)
Gain on divestiture	(1,833)		(3,403)
Impairment of right-of-use assets	—		20,218
Other	~~3,131~~449		31,~~796~~678
Changes in assets and liabilities:
Accounts receivable	(58,~~481~~571)		4(8,~~867~~481)
Parts and supplies inventories	(730)		1,453
Prepaid expenses	1,949		(8,324)
Prepaid expenses	1,314		24,640
Other current assets	(3,228)		(262)
Other non-current assets	75,~~173~~719		171,~~910~~166
Accounts payable	12,~~103~~550		17,~~913~~760
Accrued expenses	9(14,~~771~~742)		(86,~~562~~005)
Deferred revenue	(4053,~~634~~525)		~~(12~~7,~~813)~~917
Other assets and liabilities	94,~~246~~826		~~332~~(3,888)
Net cash used in operating activities	(~~147~~99,~~926~~631)		(~~115~~47,~~814~~924)
Cash flows from investing activities:
Purchases of property and equipment	(5362,~~740~~361)		(14,~~716~~704)
Capitalized software development costs	(91,~~144~~935)		(113,~~452~~338)
Proceeds from sale of divested business, net	20,689		6,803
Purchase of aircraft held for sale	—		(3,800)
Proceeds from sale of aircraft held for sale, net	8425,~~429~~633		4733,~~631~~005
Other	~~1,150~~—		(24,~~208)~~950
Net cash provided by investing activities	43,384		26,058
Net cash (used in) provided by investing activities	(38,663)		16,113
Cash flows from financing activities:
Purchase of shares for treasury	(~~1,090~~201)		(~~486~~109)
Proceeds from sales of shares of Common Stock	47,597		—
Proceeds from long-term debt	100,738		9,876
Proceeds from long-term debt	33,906		—
Repayments of long-term debt	(37,080)		(18,451)
Repayments of long-term debt	(68,997)		(52,475)
Payment of debt issuance costs	(33)		(2)
Payment of debt issuance costs	(40)		—
Net cash provided by (used in) financing activities	63,424		(8,686)
Net cash provided by (used in) financing activities	11,376		(52,961)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(902)		1,092
Effect of exchange rate changes on cash, cash equivalents and restricted cash	2,476		(1,274)
Net decrease in cash, cash equivalents and restricted cash	(75,772)		(39,405)
Net decrease in cash, cash equivalents and restricted cash	(90,690)		(143,991)
Cash, cash equivalents and restricted cash, beginning of period	164,503		246,468
Cash, cash equivalents and restricted cash, beginning of period	246,468		292,825
Cash, cash equivalents and restricted cash, end of period	$	88,731	$	207,063
Cash, cash equivalents and restricted cash, end of period	$	155,778	$	148,834
Supplemental disclosure of cash flow information:
Cash paid for interest	$	142,~~629~~607	$	185,~~230~~410

The accompanying notes are an integral part of these condensed consolidated financial statements.

WHEELS UP EXPERIENCE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Wheels Up Experience Inc. (“Wheels Up”, or “we”, “us”, “our” or the “Company”) is a leading provider of on-demand private aviation in the United States (“U.S.”) and one of the largest companies in the industry.

Basis of Presentation and Principles of Consolidation

The condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the financial information and footnotes required by GAAP for annual financial statements. As a result, this Quarterly Report on Form 10-Q (this “Quarterly Report”) should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025, filed with the U.S. Securities and Exchange Commission on March 1110, ~~2025~~2026. In the opinion of the Company’s management, the condensed consolidated financial statements in this Quarterly Report include all adjustments necessary for the fair presentation of the Company’s balance ~~sheet~~sheets as of ~~September~~March 3031, ~~2025~~2026 and its results of operations, including its comprehensive loss and stockholders' equity for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025. All adjustments are of a normal recurring nature. The results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 are not necessarily indicative of the results to be expected for any subsequent period or for the fiscal year ending December 31, ~~2025~~2026.

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, after elimination of intercompany transactions and accounts. The Company consolidates Wheels Up MIP LLC (“MIP LLC”) and records the profits interests units in Wheels Up Partners Holdings LLC, our indirect subsidiary (“WUP”), held by MIP LLC as non-controlling interests. The Company serves as the sole managing member of MIP LLC, but does not own any profits interests units in WUP (see Note 1211).

Use of Estimates

Preparing the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates due to risks and uncertainties. The most significant estimates include, but are not limited to, the useful lives and residual values of purchased aircraft, sales and use tax, the determination of the allowance for credit losses, reserve for excess and obsolete inventory, impairment assessments, the determination of the valuation allowance for deferred tax assets and the incremental borrowing rate for leases.

Segment Reporting

We identify operating segments as components of Wheels Up for which discrete financial information is available and is regularly reviewed by the chief operating decision maker (“CODM”), or decision-making group, in making decisions regarding resource allocation and performance assessment.

The Company’s CODM is its Chief Executive Officer, who reviews financial information presented on a consolidated basis. The Company operates as one operating segment. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. The measure of segment profit or loss for the Company's single segment is Net income (loss), which can be found in the condensed consolidated statement of operations. There is no expense or asset information that is supplemental to those disclosed in the condensed consolidated financial statements that is regularly provided to the CODM.

~~Recent~~Recently Issued Accounting Pronouncements Not Yet Adopted

In ~~December~~November ~~2023~~2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. ~~2023~~2024-0903, ~~Income~~Disaggregation ~~Taxes~~of ~~(Topic 740): Improvements to~~ Income ~~Tax~~Statement ~~Disclosures~~Expenses (“ASU ~~2023~~ 2024-0903”). The amendments in ASU ~~2023~~2024-0903 aim to ~~enhance~~improve the ~~transparency and~~ decision usefulness of expense information on public business entities’ income ~~tax~~statements ~~disclosures~~through the disaggregation of relevant expense captions in the notes to the financial statements. ASU ~~2023~~2024-0903 will be effective for the Company’s Annual Report on Form 10-K for the year ending December 31, ~~2025~~2027, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendments in ASU 2024-03 aim to improve the decision usefulness of expense information on public business entities’ income statements through the disaggregation of relevant expense captions in the notes to the financial statements. ASU 2024-03 will be effective for the Company’s Annual Report on Form 10-K for the year ending December 31, 2027, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). The amendments in ASU 2025-05 clarify and simplify the application of the current expected credit loss (CECL) model to trade receivables and contract assets arising from revenue transactions. The update permits the use of practical, historical loss-rate methods for short-term receivables and provides additional guidance on applying credit loss concepts to unbilled revenue recognized under Topic 606. ASU 2025-05 will be effective for the Company’s fiscal year ending December 31, 2026, including interim periods within that fiscal year, with early adoption permitted. The provisions of the amendments in this update are not expected to have a significant impact on the Company’s financial position, results of operations or cash flows.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). The amendments in ASU 2025-06 are intended to reduce diversity in practice and provide clearer guidance on the accounting for costs incurred in the development, implementation, and maintenance of internal-use software. The update clarifies which costs should be capitalized versus expensed, refines the definition of “application development stage,” and enhances disclosure requirements regarding significant internal-use software projects. ASU 2025-06 will be effective for the Company’s fiscal year ending December 31, 2028, including interim periods within that fiscal year, with early adoption permitted. The provisions of the amendments in this update are not expected to have a significant impact on the Company’s financial position, results of operations or cash flows.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in ASU 2023-09 enhance the transparency and decision usefulness of income tax disclosures, primarily through expanded rate reconciliation and income taxes paid disclosures. The Company adopted ASU 2023-09 effective January 1, 2025, and applied the guidance on a prospective basis. The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements for the periods presented in this Quarterly Report, but resulted in expanded income tax disclosures.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). The amendments in ASU 2025-05 clarify and simplify the application of the current expected credit loss (CECL) model to trade receivables and contract assets arising from revenue transactions. The update permits the use of practical, historical loss-rate methods for short-term receivables and provides additional guidance on applying credit loss concepts to unbilled revenue recognized under Topic 606. ASU 2025-05 will be effective for the Company’s fiscal year ending December 31, 2026, including interim periods within that fiscal year, with early adoption permitted. The Company adopted ASU 2025-05 effective January 1, 2026, and applied the guidance on a prospective basis. The adoption of ASU 2025-05 did not have a material impact on the Company’s consolidated financial statements for the periods presented in this Quarterly Report.

2.REVENUE RECOGNITION

Disaggregation of Revenue

The following table disaggregates Revenue by service type and the timing of when these services are provided to the member or customer (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2025

2024

2025

2024

2026

2025

Services transferred at a point in time:

Flights, net of discounts and incentives

~~155~~143,~~169~~538

~~155~~147,~~355~~568

~~461,067~~

~~469,968~~

Other

2319,~~469~~366

2519,~~224~~784

~~66,080~~

~~70,170~~

Services transferred over time:

Memberships

6,~~313~~018

139,~~231~~189

~~22,976~~

~~46,131~~

Other

~~535~~—

93989

~~2,530~~

~~1,020~~

Total Revenue

~~185~~168,~~486~~922

~~193~~177,~~903~~530

~~552,653~~

~~587,289~~

Contract Balances

Accounts receivable, net consisted of the following (in thousands):

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Gross receivables from members and customers	$	39,~~122~~410	$	3930,~~187~~960
Undeposited funds	21,~~067~~037		~~790~~1,336
Less: Allowance for credit losses	(8,~~800~~132)		(78,~~661~~047)
Accounts receivable, net	$	32,~~389~~315	$	3224,~~316~~249

Deferred revenue consisted of the following (in thousands):

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Flights - prepaid	$	~~697~~675,~~423~~136	$	~~729~~726,~~581~~506
Memberships - annual dues	107,~~995~~908		1710,~~638~~328
Other	2,773		2,393
Flights - credits	$	1,345	2,018
Deferred revenue - total	$	711,191	$	749,612
Other	3,187		—
Deferred revenue - total	$	687,576	$	738,852

~~The~~Changes ~~non-current~~in ~~portion of~~ Deferred revenue -for ~~total, which is presented within Other non-current liabilities on~~ the ~~condensed~~three ~~consolidated~~months ~~balance~~ended ~~sheets~~March 31, ~~was~~2026 ~~nil~~were ~~and $0.2 million~~ as offollows ~~September 30,~~(in ~~2025 and December 31, 2024, respectively.~~thousands):

Changes in Deferred revenue for the nine months ended September 30, 2025 were as follows (in thousands):


Deferred revenue as of December 31, 2025	$	738,852
Amounts deferred during the period	117,646
Revenue recognized from amounts included in the deferred revenue beginning balance	(147,698)
Revenue from current period sales	(21,224)
Deferred revenue as of March 31, 2026	$	687,576

Deferred revenue as of December 31, 2024	$	749,612
Amounts deferred during the period	514,232
Revenue recognized from amounts included in the deferred revenue beginning balance	(371,602)
Revenue from current period sales	(181,051)
Deferred revenue as of September 30, 2025	$	711,191

Revenue expected to be recognized in future periods for performance obligations that are unsatisfied, or partially unsatisfied, as of March 31, 2026 were as follows (in thousands):

~~Revenue expected to be recognized in future periods for performance obligations that are unsatisfied, or partially unsatisfied, as of September 30, 2025 were as follows (in thousands):~~9

Remainder of 2025	$	129,139
Remainder of 2026	$	329,332
2026	282,937
2027	231,808
2027	149,558
2028	63,218
2028	149,557
2029	63,218
Total Deferred revenue	$	~~711~~687,~~191~~576

Costs to Obtain a Contract

Capitalized costs related to sales commissions ~~and referral fees~~ were $13.76 million and $52.50 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025,~~2026 ~~respectively,~~ and ~~$2.3 million and $6.2 million for the three and nine months ended September 30~~2025, ~~2024,~~ respectively.

As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, capitalized sales commissions and referral fees of $36.83 million and $4.68 million, respectively, were included in Other current assets, and $0.21 million and $0.31 million, respectively, were included in Other non-current assets on the condensed consolidated balance sheets. Amortization expense related to capitalized sales commissions and referral fees included in sales and marketing expense in the condensed consolidated statements of operations was $2.3 million for each of the three months ended March 31, 2026 and 2025.

condensed consolidated statements of operations was $2.2 million and $6.9 million for the three and nine months ended September 30, 2025, respectively, and $2.3 million and $6.4 million for the three and nine months ended September 30, 2024, respectively.

3.PROPERTY AND EQUIPMENT

Property and equipment, net consisted of the following (in thousands):

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Aircraft	$	~~378~~311,~~659~~734	$	~~443~~278,~~193~~078
Software development costs	9599,~~398~~083		8596,~~112~~930
Leasehold improvements	1715,~~113~~438		2213,~~882~~869
Computer equipment	~~2,342~~490		~~3,042~~521
Building and improvements	1,~~424~~412		1,~~424~~412
Furniture and fixtures	1,~~403~~314		31,~~322~~320
Tooling	504		~~3,246~~504
Vehicles	21,~~205~~719		21,~~166~~732
Total Property and equipment	~~499~~431,~~048~~694		~~564~~394,~~387~~366
Less: Accumulated depreciation and amortization	(~~193~~168,~~632~~181)		(~~216~~174,~~048~~637)
Total Property and equipment, net	$	~~305~~263,~~416~~513	$	~~348~~219,~~339~~729

Depreciation and amortization expense, excluding amortization expense related to software development costs, was $53.06 million and $188.37 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025,~~2026 ~~respectively,~~ and ~~$3.7 million and $14.5 million for the three and nine months ended September 30~~2025, ~~2024,~~ respectively.

Amortization expense related to software development costs was $43.26 million and $156.28 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025,~~2026 ~~respectively,~~ and ~~$4.0 million and $14.6 million for the three and nine months ended September 30~~2025, ~~2024,~~ respectively.

~~4.DIVESTITURE~~10

~~Divestiture~~4.GOODWILL ofAND ~~Non-Core~~INTANGIBLE ~~Services Businesses~~ASSETS

On August 20, 2025, WUP and Air Partner Limited, our indirect subsidiary (“Air Partner”), completed the sale of 100% of the issued and outstanding equity interests of each of Baines Simmons Limited, Kenyon International Emergency Services Limited, Kenyon International Emergency Services LLC and Redline Assured Security Limited, in each case a former indirect subsidiary of the Company (collectively, the “Non-Core Services Businesses”), pursuant to a definitive equity purchase agreement, dated August 14, 2025, with TrustFlight Limited. The Company received $21.5 million in net sales proceeds and recognized a gain of $1.8 million on the sale of the Non-Core Services Businesses during the three months ended September 30, 2025.

5.GOODWILL AND INTANGIBLE ASSETS

Goodwill

WeThe ~~completed~~following ~~our~~table ~~annual~~presents ~~goodwill~~Goodwill ~~impairment~~carrying ~~test~~values ~~over~~and ~~our~~the ~~reporting~~change ~~units~~in asbalance, ofby ~~September~~reporting 1unit, ~~2025.~~during ~~We performed a quantitative impairment assessment for both of~~ the ~~Company’s~~three ~~reporting~~months ~~units.~~ended ~~For~~March 31, ~~the~~2026 ~~legacy~~(in thousands):


	WUP Legacy		Air Partner		Total
Balance as of December 31, 2025(1)	$	136,098	$	73,799	$	209,897



Foreign currency translation adjustment	—		(1,232)		(1,232)
Balance as of March 31, 2026	$	136,098	$	72,567	$	208,665

Wheels Up reporting unit (“WUP Legacy”), we used the discounted cash flow method by calculating the fair value of WUP Legacy based on the present value of estimated future cash flows, which did not result in an impairment to Goodwill. For the Air Partner reporting unit, we used a combination of the discounted cash flow and guideline public company methods, which did not result in impairment to Goodwill.

The following table presents Goodwill carrying values and the change in balance, by reporting unit, during the nine months ended September 30, 2025 (in thousands):

	WUP Legacy		Air Partner		Total
Balance as of December 31, 2024(1)	$	136,098	$	80,947	$	217,045
Divestitures(2)	—		(12,876)		(12,876)
Foreign currency translation adjustment	—		5,761		5,761
Balance as of September 30, 2025	$	136,098	$	73,832	$	209,930

__________________

(1) Net of accumulated impairment losses of $306.2 million.

(2) For the Air Partner reporting unit, reflects the amount of Goodwill allocated to the divestiture of the Non-Core Services Businesses (see Note 4).

Intangible Assets

The gross carrying value, accumulated amortization and net carrying value of Intangible assets consisted of the following (in thousands):

September 30, 2025

March 31, 2026

Gross Carrying Value

Accumulated Amortization

Net Carrying Value

Status

80,000

4145,~~973~~015

3834,~~027~~985

Customer relationships

8685,~~534~~334

5256,~~528~~420

3428,~~006~~914

Trade name

10,000

5,~~247~~627

4,~~753~~373

Developed technology

19,045

1617,~~324~~685

21,~~721~~360

Leasehold interest – favorable

600

~~141~~152

~~459~~448

Foreign currency translation adjustment

~~330~~86

~~233~~69

9717

Total

~~196~~195,~~509~~065

~~116~~124,~~446~~968

8070,~~063~~097

December 31, 2024

December 31, 2025

Gross Carrying Value

Accumulated Amortization

Net Carrying Value

Status

80,000

3743,~~410~~494

4236,~~590~~506

Customer relationships

8985,~~121~~334

4553,~~700~~874

4331,~~421~~460

Trade name

10,~~709~~000

5,~~196~~437

54,~~513~~563

Developed technology

2019,~~056~~045

1417,~~767~~004

52,~~289~~041

Leasehold interest – favorable

600

~~124~~146

~~476~~454

Foreign currency translation adjustment

~~(808)~~324

~~(423)~~246

~~(385)~~78

Total

~~199~~195,~~678~~303

~~102~~120,~~774~~201

9675,~~904~~102

Amortization expense for intangible assets was $5.10 million and $155.31 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025,~~2026 ~~respectively,~~ and ~~$5.2 million and $15.6 million for the three and nine months ended September 30~~2025, ~~2024,~~ respectively.

Intangible Liabilities

Associated with our acquisition of Delta Private Jets on January 17, 2020, we recognized intangible liabilities for the fair value of complimentary Wheels Up Connect Memberships provided to existing Delta Air Lines, Inc. (“Delta”) SkyMiles 360® customers as of the acquisition date, as required under the Commercial Cooperation Agreement, dated as of January 17, 2020, by and among WUP, Wheels Up Partners LLC (“WUP LLC”) and Delta (as amended, the “Original Delta CCA”), which was subsequently replaced by the Amended and Restated Commercial Cooperation Agreement, dated as of June 15, 2024, by and among WUP, WUP LLC and Delta (the “Amended CCA”). The gross carrying value, accumulated amortization and net carrying value of Intangible liabilities consisted of the following (in thousands):

	September 30, 2025
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Intangible liabilities	$	20,000	$	10,467	$	9,533

	December 31, 2024
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Intangible liabilities	$	20,000	$	9,323	$	10,677

Commercial Cooperation Agreement, dated as of June 15, 2024, by and among WUP, WUP LLC and Delta (the “Delta CCA”). The gross carrying value, accumulated amortization and net carrying value of Intangible liabilities consisted of the following (in thousands):


	March 31, 2026
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Intangible liabilities	$	20,000	$	11,230	$	8,770


	December 31, 2025
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Intangible liabilities	$	20,000	$	10,849	$	9,151

The current and long-term portions of Intangible liabilities are presented within Other current liabilities and Other non-current liabilities, respectively, on the condensed consolidated balance sheets.

Amortization of Intangible liabilities, which reduces amortization expense, was $0.4 million ~~and $1.1 million~~ for each of the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively.

Future amortization expense of Intangible assets and Intangible liabilities held as of ~~September~~March 3031, ~~2025~~2026, were as follows (in thousands):

	Intangible Assets		Intangible Liabilities
Remainder of 2025	$	4,960	$	381
Remainder of 2026	$	14,162	$	1,144
2026	19,158		1,525
2027	14,440		1,525
2027	14,443		1,525
2028	13,959		1,525
2028	13,963		1,525
2029	13,216		1,525
2029	13,219		1,525
2030	7,134		1,525
Thereafter	147,~~320~~186		31,~~052~~526
Total	$	8070,~~063~~097	$	98,~~533~~770

65.CASH EQUIVALENTS AND RESTRICTED CASH

A reconciliation of Cash and cash equivalents and Restricted cash from the condensed consolidated balance sheets to the condensed consolidated statements of cash flows is as follows (in thousands):

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	~~125~~54,~~327~~126	$	~~216~~133,~~426~~926
Restricted cash	3034,~~451~~605		30,~~042~~577
Total	$	~~155~~88,~~778~~731	$	~~246~~164,~~468~~503

1312

Cash and Cash Equivalents

Cash and cash equivalents consisted of the following (in thousands):

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Cash	$	7553,~~132~~107	$	~~135~~125,~~614~~543
Money market funds	501,~~195~~019		808,~~812~~383
Cash and cash equivalents	$	~~125~~54,~~327~~126	$	~~216~~133,~~426~~926

Restricted Cash

As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, Restricted cash primarily consisted of (i) $1822.79 million and $18.8 million, respectively, related to funds held but unavailable for immediate use due to contractual restrictions, (ii) $6.67 million ~~and~~as ~~$6.2 million,~~of ~~respectively,~~each such date held by financial institutions to establish standby letters of credit required by the lessors of certain corporate office space that we leased as of such dates, and (iii) $5.0 million as of each such date held by financial institutions to collateralize our credit card programs. The standby letters of credit expire on May 31, 2031, December 31, 2033 and June 30, 2034.

76.LONG-TERM DEBT

The following table presents the components of Long-term debt, net (in thousands, except interest rates):

	Maturity Date	Interest Rate per Annum as of ~~September~~March 3031, ~~2025~~2026	~~September~~March 3031, ~~2025~~2026		December 31, ~~2024~~2025
Revolving Equipment Notes	2029	SOFR + 1.75%	$	~~282~~196,~~392~~897	$	~~317~~173,~~484~~239
Term Loan(1)	2028	10.0%	484,154		443,864
Term Loan	2028	10.0%	501,603		489,368
Total debt			766,546		761,348
Revolving Credit Facility(1)	2028	10.0%	50,540		8,712
Less: Total unamortized debt discount and debt issuance costs			342,633		353,292
Total debt			749,040		671,319
Less: Current maturities of long-term debt			30,342		31,748
Less: Total unamortized debt discount and debt issuance costs			326,958		335,922
Long-term debt, net			$	393,571	$	376,308
Less: Current maturities of long-term debt			21,742		19,039
Long-term debt, net			$	400,340	$	316,358

__________________

(1) As of ~~September~~March 3031, ~~2025~~2026, includes $79.09 million outstanding in connection with the Credit Support Premium (as defined below), which will become due and payable in-full upon the earlier of repayment and extinguishment of the Revolving Equipment Note Facility (as defined below) and the termination of Delta’s obligation to provide credit support for the Revolving Equipment Notes Facility. The Credit Support Premium is deemed a Revolving Loan (as defined in the Credit Agreement (as defined below)) under the Credit Agreement; however, any such accrued amounts do not reduce Delta’s $100.0 million commitment available to be borrowed by the Company from time to time until September 20, 2026 under the Revolving Credit Facility (as defined below).

Maturities of principal debt payments through December 31, 2029 for debt obligations outstanding as of March 31, 2026 are as follows (in thousands):


	Maturities
Remainder of 2026	$	16,306
2027	22,829
2028	527,693
2029	182,212

Total	$	749,040

Revolving Equipment Notes Facility

The Note Purchase Agreement, dated as of November 13, 2024 (the “NPA”), among WUP LLC, Wilmington Trust, National Association (“Wilmington Trust”), as subordination agent and trustee, and Wheels Up Class A-1 Loan Trust 2024-1, a Delaware statutory trust (the “2024-1 Trust”), provides for the revolving issuance from time to time by WUP LLC of Series A-1 equipment notes (the “Revolving Equipment Notes”) in an aggregate principal amount up to $332.0 million (the “Revolving Equipment Notes Facility”). On November 13, 2024, WUP LLC issued an initial $331.3 million aggregate principal amount of Revolving Equipment Notes for gross proceeds equal to approximately 98.75% of the principal amount of the initial Revolving Equipment Notes.

The Revolving Equipment Notes Facility utilizes an enhanced equipment trust certificate (EETC) loan structure. Pursuant to the NPA, any amounts of principal repaid by WUP LLC on and from November 13, 2024 to November 13, 2027 (the “Availability Period”), either through regular principal amortization payments or from the early redemption of principal amounts related to any aircraft secured by the Revolving Equipment Notes Facility, will become available to be re-borrowed by WUP LLC for the purchase of additional aircraft to be secured by such facility during the Availability Period, subject to certain conditions. Under the NPA, Revolving Equipment Notes are issued from time to time pursuant to a Trust Indenture and Mortgage, dated November 13, 2024 (together with any supplements thereto, the “Trust Indenture”), between WUP LLC and Wilmington Trust, as the mortgagee thereunder. WUP LLC must also pay a customary commitment fee on unused amounts available to be borrowed under the Revolving Equipment Note Facility.

The Revolving Equipment Notes mature on November 13, 2029 (the “Revolving Equipment Notes Maturity Date”) and require annual amortization of principal amount equal to 10% per annum through the end of the Availability Period and 12% per annum thereafter to the Revolving Equipment Notes Maturity Date, in each case payable in cash quarterly on the same dates as interest payments. The Revolving Equipment Notes bear interest at the variable rate of the then applicable three-month secured overnight funds rate (“SOFR”) plus 1.75% per annum during the Availability Period, SOFR plus 2.25% per annum immediately after the end of the Availability Period to November 13, 2028, and SOFR plus 2.75% from November 13, 2028 to the Revolving Equipment Notes Maturity Date. Interest on the Revolving Equipment Notes is payable in cash quarterly on February 15, May 15, August 15 and November 15 of each year, which began on February 15, 2025, and on the Revolving Equipment Notes Maturity Date. WUP LLC must also pay a customary commitment fee on unused amounts available to be borrowed under the Revolving Equipment Note Facility.

As of March 31, 2026, the Revolving Equipment Notes were secured by first-priority liens on 55 of the Company’s owned aircraft and in the future will be secured by first-priority liens on any additional aircraft for which a Revolving Equipment Note is issued from time to time (collectively, the “Revolving Equipment Notes Collateral”). WUP LLC may redeem any Revolving Equipment Note in connection with the sale of an aircraft that constitutes Revolving Equipment Notes Collateral or otherwise, at any time, and is not required to pay any prepayment premiums in connection with such early redemptions. The maturity of the Revolving Equipment Notes may be accelerated upon the occurrence of certain events of default, including the failure by WUP LLC (in some cases after notice or the expiration of a grace period, or both) to make payments thereunder when due, a failure to comply with certain covenants and certain bankruptcy events involving the Company, its guarantors or Delta. WUP LLC’s obligations under the Revolving Equipment Notes are guaranteed by the Company, WUP and WUPJ, which

~~Maturities~~has ofa ~~principal~~FAA ~~debt~~Part ~~payments~~135 ~~for~~operating ~~the~~certificate. ~~next~~In ~~five~~the ~~years~~future, ~~for~~WUP ~~debt~~LLC ~~obligations~~must ~~outstanding~~cause asany of ~~September 30,~~its ~~2025~~subsidiaries ~~are~~and asaffiliates ~~follows~~that ~~(in~~hold ~~thousands):~~a FAA Part 135 operating certificate to become a guarantor under the Revolving Equipment Note Facility under certain circumstances.

	Maturities
Remainder of 2025	$	7,590
2026	30,332
2027	31,834
2028	513,557
2029	183,233
Total	$	766,546

The NPA, Trust Indenture and related guarantees contain certain covenants, including a covenant that limits the maximum loan to value ratio of all aircraft financed under the Revolving Equipment Notes Facility, a covenant that limits the maximum concentration of the outstanding aggregate principal amount for Revolving Equipment Notes for specified models of aircraft relative to the outstanding aggregate principal amount of all aircraft financed under the Revolving Equipment Notes Facility, and a requirement to maintain a liquidity reserve in the form of a cash amount or a letter of credit equal to six months of interest charges based on the aggregate principal amount of Revolving Equipment Notes outstanding on any regularly scheduled principal and interest payment date, in each case subject to certain cure rights of the Company. The Trust Indenture contains customary events of default for facilities of its type, as well as an event of default that is triggered upon the occurrence and continuation of an event of default by Delta under its current revolving credit agreement or any replacements thereof.

~~Long~~During the three months ended March 31, 2026, WUP LLC (i) redeemed in-~~Term~~full ~~Debt~~the ~~Arrangements~~Revolving asEquipment Notes for nine aircraft, which reduced the aggregate principal amount outstanding under the Revolving Equipment Notes Facility by $31.9 million, and (ii) issued new Revolving Equipment Notes for nine aircraft in the aggregate principal amount of ~~September~~$60.7 30million. As of March 31, 2026, the carrying value of the 55 aircraft that were subject to first-priority liens under outstanding Revolving Equipment Notes was $238.0 million. Amortization expense for debt discounts and deferred financing costs of nil and $0.2 million were recorded in Interest expense in the condensed consolidated statement of operations for the three months ended March 31, 2026 and 2025, respectively.

2024 Revolving Equipment Notes Facility

On November 13, 2024 (the “Initial Revolving Equipment Notes Closing Date”), WUP LLC entered into a Note Purchase Agreement, dated as of the Initial Revolving Equipment Notes Closing Date (the “2024 Note Purchase Agreement”), with Wilmington Trust, National Association (“Wilmington Trust”), as subordination agent and trustee, and Wheels Up Class A-1 Loan Trust 2024-1, a Delaware statutory trust (the “2024-1 Trust”), which provides for the revolving issuance from time to time by WUP LLC of Series A-1 equipment notes (the “Revolving Equipment Notes”) in an aggregate principal amount up to $332.0 million (the “Revolving Equipment Notes Facility”). The initial $331.3 million aggregate principal amount of Revolving Equipment Notes were issued by WUP LLC on the Initial Revolving Equipment Notes Closing Date for gross proceeds equal to approximately 98.75% of the principal amount of the initial Revolving Equipment Notes.

Pursuant to the 2024 Note Purchase Agreement, any amounts of principal repaid by WUP LLC on and after the Initial Revolving Equipment Notes Closing Date and prior to November 13, 2027 (the “Availability Period”), either through regular principal amortization payments or from the early redemption of principal amounts related to any aircraft secured by the Revolving Equipment Notes Facility, will become available to be re-borrowed by WUP LLC for the purchase of additional aircraft to be secured by such facility during the Availability Period, subject to certain conditions. WUP LLC must also pay a customary commitment fee on unused amounts available to be borrowed under the Revolving Equipment Note Facility. The maturity date for the Revolving Equipment Notes Facility is five years after the Initial Revolving Equipment Notes Closing Date, or November 13, 2029 (the “Revolving Equipment Notes Maturity Date”).

The Revolving Equipment Notes Facility utilizes an enhanced equipment trust certificate (EETC) loan structure. Pursuant to the 2024 Note Purchase Agreement, Revolving Equipment Notes are issued from time to time pursuant to a Trust Indenture and Mortgage (together with any supplements thereto, the “2024 Trust Indenture”) that was entered into by WUP LLC and Wilmington Trust, as the mortgagee thereunder, on the Initial Revolving Equipment Notes Closing Date. The Revolving Equipment Notes bear interest at the variable rate of the then applicable three-month secured overnight funds rate (“SOFR”) plus 1.75% per annum from the Initial Revolving Equipment Notes Closing Date to the end of the Availability Period, SOFR plus 2.25% immediately after the end of the Availability Period to November 13, 2028, and SOFR plus 2.75% from November 13, 2028 to the Revolving Equipment Notes Maturity Date, with annual amortization of principal amount equal to 10% per annum through the end of the Availability Period and 12% per annum thereafter to the Revolving Equipment Notes Maturity Date. Interest on the Revolving Equipment Notes is payable quarterly on February 15, May 15, August 15 and November 15 of each year, which began on February 15, 2025, and on the Revolving Equipment Notes Maturity Date. Principal payments on the Revolving Equipment Notes are scheduled for payment on the same dates as interest payments.

As of September 30, 2025, the Revolving Equipment Notes were secured by first-priority liens on 81 of the Company’s owned aircraft and in the future will be secured by first-priority liens on any additional aircraft for which a Revolving Equipment Note is issued from time to time (collectively, the “Revolving Equipment Notes Collateral”). WUP LLC may redeem any Revolving Equipment Note in connection with the sale of an aircraft that

constitutes Revolving Equipment Notes Collateral or otherwise, at any time, and is not required to pay any prepayment premiums in connection with such early redemptions. The maturity of the Revolving Equipment Notes may be accelerated upon the occurrence of certain events of default, including the failure by WUP LLC (in some cases after notice or the expiration of a grace period, or both) to make payments thereunder when due, a failure to comply with certain covenants and certain bankruptcy events involving the Company, its guarantors or Delta. WUP LLC’s obligations under the Revolving Equipment Notes are guaranteed by the Company, WUP and WUPJ, which has a U.S. Federal Aviation Administration (“FAA”) Part 135 operating certificate. In the future, WUP LLC must cause any of its subsidiaries and affiliates that hold a FAA Part 135 operating certificate to become a guarantor under the Revolving Equipment Note Facility under certain circumstances.

The 2024 Note Purchase Agreement, 2024 Trust Indenture and related guarantees contain certain covenants, including a covenant that limits the maximum loan to value ratio of all aircraft financed under the Revolving Equipment Notes Facility, a covenant that limits the maximum concentration of the outstanding aggregate principal amount for Revolving Equipment Notes for specified models of aircraft relative to the outstanding aggregate principal amount of all aircraft financed under the Revolving Equipment Notes Facility, and a requirement to maintain a liquidity reserve in the form of a cash amount or a letter of credit equal to six months of interest charges based on the aggregate principal amount of Revolving Equipment Notes outstanding on any regularly scheduled principal and interest payment date, in each case subject to certain cure rights of the Company. The 2024 Trust Indenture contains customary events of default for facilities of its type, as well as an event of default that is triggered upon the occurrence and continuation of an event of default by Delta under its current revolving credit agreement or any replacements thereof.

During the nine months ended September 30, 2025, WUP LLC (i) redeemed in-full the Revolving Equipment Notes for 19 aircraft, which reduced the aggregate principal amount outstanding under the Revolving Equipment Notes Facility by $45.3 million, and (ii) issued new Revolving Equipment Notes for four aircraft in the aggregate principal amount of $33.9 million. As of September 30, 2025, the carrying value of the 81 aircraft that were subject to first-priority liens under outstanding Revolving Equipment Notes was $292.9 million. Amortization expense for debt discounts and deferred financing costs of $0.2 million and $1.1 million were recorded in Interest expense in the condensed consolidated statement of operations for the three and nine months ended September 30, 2025, respectively, and nil was recorded in interest expense in the condensed consolidated statement of operations for each of the three and nine months ended September 30, 2024.

Credit Support

~~In connection with the initial closing of the Revolving Equipment Notes Facility,~~ Delta ~~agreed~~provides ~~to provide~~ credit support for the Revolving Equipment Notes Facility, which effectively guarantees WUP LLC’s payment obligations thereunder upon the occurrence and continuation of specified events of default, in exchange for an annual fee as a percentage of the aggregate principal amounts drawn under the Revolving Equipment Notes Facility that is payable-in-kind by the Company and accrues interest over the life of the Revolving Equipment Notes Facility (the “Credit Support Premium”). The Credit Support Premium constitutes a revolving loan payable to Delta under the Revolving Credit Facility pursuant to the Second Credit Agreement Amendment (as defined below). Amounts in respect of the Credit Support Premium accrue while the Revolving Equipment Notes are outstanding and include interest that is compounded and capitalized on the last day of each calendar quarter; however, any such accrued amounts do not reduce Delta’s $100.0 million commitment ~~available to be borrowed by the Company from time to time until September 20, 2026~~ under the Revolving Credit Facility. The Credit Support Premium will become due and payable in-full upon the earlier of repayment and extinguishment of the Revolving Equipment Note Facility and the termination of Delta’s obligation to provide credit support for the Revolving Equipment Notes Facility. Amounts outstanding in connection with the Credit Support Premium are consolidated with amounts outstanding under the ~~Term~~Revolving ~~Loan~~Credit Facility in the long-term debt table above.

On the Initial Revolving Equipment Notes Closing Date, the Company entered into Amendment No. 2 to Credit Agreement (the “Second Credit Agreement Amendment”), by and among the Company, as borrower, the other Loan Parties (as defined below) party thereto, as guarantors, Delta and CK Wheels LLC (“CK Wheels”), together constituting the Required Lenders and Lead Lenders (as each term is defined in the Credit Agreement (as defined below)) thereunder, and the Agent (as defined below), to make certain technical amendments to the Credit Agreement to permit the Revolving Equipment Notes Facility and provide for the Credit Support Premium. The

Second Credit Agreement Amendment did not materially amend any of the events of default or covenants, collateral provisions, terms related to existing borrowings and repayments, the maturity date or otherwise alter Delta’s existing $100.0 million commitment under the Revolving Credit Facility.

Term Loan and Revolving Credit Facility

On September 20, 2023 (the “Credit Agreement Closing Date”), the Company entered into a Credit Agreement (the “Original Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors (collectively with the Company, the “Loan Parties”), Delta, CK Wheels LLC (“CK Wheels”), and Cox Investment Holdings, LLC (“CIH” and, collectively with Delta and CK Wheels, the “~~Initial~~Lead Lenders”), and U.S. Bank Trust Company, N.A., as administrative agent for the Lenders (as defined below) and as collateral agent for the secured parties (the “Agent”), pursuant to which (i) the ~~Initial~~Lead Lenders provided a term loan facility (the “Initial Term Loan”) in the aggregate original principal amount of $350.0 million and (ii) Delta provided commitments for a revolving loan facility (the “Revolving Credit Facility”) in the aggregate original principal amount of $100.0 million. On September 20, 2023, the Company issued the Initial Term Loan of $350.0 million to the ~~Initial~~Lead Lenders for net proceeds (before transaction-related expense) of $343.0 million.

On November 15, 2023 (the “Final Credit Agreement Closing Date”), the Company entered into Amendment No. 1 to Credit Agreement (the “First Credit Agreement Amendment” and, collectively with the Original Credit Agreement, Second Credit Agreement Amendment and Amendment No. 3 to Credit Agreement, dated as of April 30, 2025, the “Credit Agreement”), by and among the Company, as borrower, the other Loan Parties party thereto, as guarantors, the Initial Lenders, and certain other lenders named therein (collectively, the “Incremental Term Lenders” and, collectively with the Initial Lenders, the “Lenders”), and the Agent, pursuant to which, among other things, the Incremental Term Lenders joined the Credit Agreement and provided an additional term loan facility (the “Incremental Term Loan” and, together with the Initial Term Loan, the “Term Loan” and, together with the Revolving Credit Facility, the “Credit Facility”) in the aggregate original principal amount of $40.0 million. On the Final Credit Agreement Closing Date, the Company issued the Incremental Term Loan of $40.0 million to the Incremental Term Lenders for net proceeds (before transaction-related expense) of $39.2 million. Upon the closing of the Incremental Term Loan and as of September 30, 2025, the loans under the Credit Agreement consisted of (i) the Term Loan in the aggregate principal amount of $390.0 million and (ii) the Revolving Credit Facility in the aggregate original principal amount of $100.0 million, which remains available to be drawn through September 20, 2026.

The scheduled maturity date for the Term Loan is September 20, 2028, and the scheduled maturity date for the Revolving Credit Facility is the earlier of September 20, 2028 and the first date after September 20, 2026 on which all amounts owed under the Revolving Credit Facility have been repaid, subject in each case to earlier termination upon acceleration or termination of any obligations upon the occurrence and continuation of an event of default. Interest on the Term Loan and any borrowings under the Revolving Credit Facility (each, a “Loan” and collectively, the “Loans”) accrues at a rate of 10% per annum on the unpaid principal balance of the Loans then outstanding. Accrued interest on each Loan is payable-in-kind as compounded interest and capitalized to the principal amount of the applicable Loan on the last day of each of March, June, September and December each year, and the applicable maturity date. If in the future the Company or its subsidiaries either redeem in-full all outstanding Revolving Equipment Notes or commence payoff at maturity thereof, the Company may elect to make interest payments or some portion thereof on any Loans then outstanding in cash. Also, upon the occurrence and during the continuation of an event of default under the Credit Agreement, interest will accrue on (i) the unpaid principal balance of the Loans at the rate then applicable to such Loans plus 2% per annum and (ii) all other outstanding liabilities, interest, expenses, fees and other sums under the Credit Agreement, at a rate equal to the Alternate Base Rate (as defined in the Credit Agreement) plus 2% per annum. 15

~~The~~Agreement, ~~Credit~~Amendment ~~Agreement~~No. ~~also~~2 ~~contains~~to ~~certain~~Credit ~~covenants~~Agreement, ~~and~~dated ~~events~~as of ~~default~~November 13, in2024 ~~each~~(the ~~case~~“Second ~~customary~~Credit ~~for~~Agreement ~~facilities~~Amendment”), ofand ~~its~~Amendment ~~type~~No. ~~The~~3 ~~obligations~~to ~~under~~Credit Agreement, dated as of April 30, 2025, the “Credit Agreement”), ~~are secured~~ by aand ~~first-priority~~among ~~lien~~the onCompany, ~~unencumbered~~as ~~assets~~borrower, of the other Loan Parties ~~(excluding~~party ~~any~~thereto, ~~segregated~~as ~~account~~guarantors, ~~exclusively~~the ~~holding~~Lead ~~customer~~Lenders, ~~deposits~~ and certain other ~~assets~~lenders named therein (collectively, inthe ~~each~~“Incremental ~~case~~Term asLenders” ~~specified~~and, incollectively with the Lead Lenders, the “Lenders”), and the Agent, pursuant to which, among other things, the Incremental Term Lenders joined the Credit Agreement) and aprovided ~~junior~~an ~~lien~~additional onterm loan facility (the “Incremental Term Loan” and, together with the Initial Term Loan, the “Term Loan” and, together with the Revolving ~~Equipment~~Credit ~~Notes~~Facility, ~~Collateral~~the “Credit Facility”) in the aggregate original principal amount of $40.0 million. ~~The~~On the Final Credit Agreement isClosing ~~guaranteed~~Date, bythe ~~all~~Incremental UTerm Lenders made the Incremental Term Loan of $40.S.0 million ~~and~~to ~~certain~~the ~~non~~Company for net proceeds (before transaction-Urelated expense) of $39.S2 million. ~~direct~~Upon the closing of the Incremental Term Loan and ~~indirect~~as ~~subsidiaries~~of March 31, 2026, the loans under the Credit Agreement consisted of (i) the ~~Company~~Term Loan in the aggregate principal amount of $390.0 million and (ii) the ~~equity~~Revolving ~~interests~~Credit Facility representing a commitment from Delta in the aggregate original principal amount of ~~such~~$100.0 million. As ~~subsidiaries~~of ~~have~~March 31, 2026 ~~been~~and ~~pledged~~the asdate ~~collateral~~of this Quarterly Report, $60.0 million Inand nil, respectively, remained available to be drawn under the Revolving Credit Facility with respect to Delta’s $100.0 million commitment.

17The scheduled maturity date for the Term Loan is September 20, 2028, and the scheduled maturity date for the Revolving Credit Facility is the earlier of September 20, 2028 and the first date after September 20, 2026 on which all amounts owed under the Revolving Credit Facility have been repaid pursuant to their terms, subject in each case to earlier termination upon acceleration or termination of any obligations upon the occurrence and continuation of an event of default. The Company may borrow available amounts under the Revolving Credit Facility at any time through September 20, 2026 in an amount and to the extent that after giving pro forma effect to any borrowing thereunder, the Company’s Unrestricted Cash Amount (as defined in the Credit Agreement) will not exceed $100.0 million.

~~future~~Interest on the Term Loan and borrowings under the Revolving Credit Facility (each, a “Loan” and collectively, the ~~Company~~“Loans”) ~~may~~accrues beat ~~required~~a torate ~~add~~of ~~any~~10% ~~new~~per orannum ~~after-acquired~~on ~~subsidiaries~~the unpaid principal balance of the ~~Company~~Loans ~~that~~then ~~meet~~outstanding. ~~certain~~Accrued ~~criteria~~interest on each Loan is payable-in-kind as ~~guarantors.~~compounded Asinterest and capitalized to the principal amount of the applicable Loan on the last day of each of March, June, September 30 and December each year, ~~2025~~and the applicable maturity date. If in the future the Company or its subsidiaries either redeem in-full all outstanding Revolving Equipment Notes or commence payoff at maturity thereof, wethe ~~were~~Company may elect to make interest payments or some portion thereof on any Loans then outstanding in ~~compliance~~cash. ~~with~~Also, upon the ~~covenants~~occurrence and during the continuation of an event of default under the Credit Agreement, interest will accrue on (i) the unpaid principal balance of the Loans at the rate then applicable to such Loans plus 2% per annum and ~~related~~(ii) ~~credit~~all ~~documents~~other outstanding liabilities, interest, expenses, fees and other sums under the Credit Agreement, at a rate equal to the Alternate Base Rate (as defined in the Credit Agreement) plus 2% per annum.

InThe ~~connection~~Credit ~~with~~Agreement ~~the~~also ~~funding~~contains ofcertain ~~the~~covenants ~~Initial~~and ~~Term~~events ~~Loan~~of default, ~~the~~in ~~Company~~each ~~entered~~case ~~into~~customary ~~the~~for ~~Investment~~transactions ~~and~~of ~~Investor~~this ~~Rights~~type. ~~Agreement,~~The ~~dated~~obligations asunder of the Credit Agreement ~~Closing~~are ~~Date~~secured ~~(the~~by ~~“Original~~a ~~Investor~~first-priority ~~Rights~~lien ~~Agreement”),~~on byunencumbered ~~and~~assets ~~among~~of the ~~Company~~Loan ~~and~~Parties ~~the~~(excluding ~~Initial~~any ~~Lenders,~~segregated ~~pursuant~~account toexclusively ~~which~~holding ~~the~~customer ~~Company~~deposits ~~issued~~and tocertain ~~the~~other ~~Initial Lenders 141~~assets,~~313,671~~ ~~shares~~in ofeach ~~Common~~case ~~Stock~~as specified in the ~~aggregate~~Credit ~~(the “Initial Shares”~~Agreement) inand a ~~private~~junior ~~placement~~lien (on the ~~“Initial~~Revolving ~~Issuance”)~~Equipment onNotes ~~the~~Collateral. The Credit Agreement ~~Closing~~is ~~Date~~guaranteed by all U.S. Inand ~~addition,~~certain non-U.S. direct and indirect subsidiaries of the Company ~~agreed~~and tothe ~~issue~~equity aninterests ~~additional~~of ~~529,926,270~~such ~~shares~~subsidiaries ofhave ~~Common~~been ~~Stock~~pledged inas collateral. In the ~~aggregate~~future, (the ~~“Deferred~~Company ~~Shares”~~may ~~and,~~be ~~together~~required ~~with~~to ~~the~~add ~~Initial~~any ~~Shares,~~new or after-acquired subsidiaries of the ~~“Investor~~Company ~~Shares”)~~that inmeet acertain ~~subsequent~~criteria ~~private~~as ~~placement~~guarantors. ~~(the~~As ~~“Deferred~~of ~~Issuance”~~March 31, ~~and~~2026, ~~together~~we were in compliance with the ~~Initial~~covenants ~~Issuance,~~under the ~~“Investor~~Credit ~~Issuances”).~~Agreement and related credit documents.

In connection with the ~~transactions~~funding ~~contemplated~~of by the ~~First~~Initial ~~Credit~~Term ~~Agreement Amendment~~Loan, the Company entered into ~~Amendment~~the ~~No. 1 to~~ Investment and Investor Rights Agreement, dated as of the ~~Final~~ Credit Agreement Closing Date (the “~~First~~Original Investor Rights Agreement ~~Amendment~~” ~~and~~), ~~collectively~~by ~~with~~and among the ~~Original~~Company ~~Investor~~and ~~Rights~~the ~~Agreement~~Lead Lenders, ~~Amendment~~pursuant ~~No. 2~~ to ~~Investment~~which ~~and~~the ~~Investor~~Company ~~Rights~~issued ~~Agreement, dated September 22, 2024, Amendment No. 3~~ to ~~Investment~~the ~~and~~Lead ~~Investor~~Lenders ~~Rights Agreement~~141, ~~dated September 21~~313, ~~2025,~~671 ~~and~~shares ~~the~~of ~~Investor~~Common ~~Rights~~Stock ~~Agreements Joinders~~ (asor ~~defined below)~~7, ~~the “Investor Rights Agreement”)~~065,683 ~~with~~shares ~~each~~after ~~Initial~~giving ~~Lender,~~effect ~~which~~to ~~contained,~~the ~~among~~Reverse ~~others,~~Stock ~~certain~~Split) ~~revisions~~in ~~to reflect~~ the ~~issuance~~aggregate of (the ~~Deferred~~“Initial Shares.”) ~~Substantially~~in ~~concurrently~~a ~~with~~private ~~entering~~placement ~~into~~ (the ~~First~~“Initial ~~Investor~~Issuance”) ~~Rights Agreement Amendment,~~ on the ~~Final~~ Credit Agreement Closing Date. In addition, the Company ~~and~~agreed ~~Initial Lenders entered into joinders~~ to ~~the~~issue ~~Investor~~an ~~Rights~~additional ~~Agreement (collectively~~529,926,270 ~~the~~shares ~~“investor~~of ~~Rights~~Common ~~Agreement~~Stock ~~Joinders”) with each Incremental Term Lender~~ (or ~~its applicable affiliate)~~26,496,261 ~~pursuant~~shares toafter ~~which~~giving ~~each~~effect ~~Incremental~~to ~~Term~~the ~~Lender~~Reverse ~~(or~~Stock ~~its applicable affiliate~~Split) ~~joined~~in the ~~Investor~~aggregate ~~Rights Agreement and assumed the rights and obligations of an Additional Investor~~ (~~as defined in~~ the ~~Investor Rights Agreement) thereunder, including the right to receive a pro rata portion of the Investor Shares. The Company issued the~~ “Deferred Shares” ~~to the Lenders on the Final Credit Agreement Closing Date in a private placement. Following the Deferred Issuance~~and, ~~each~~together ~~Lender~~with ~~had been issued a number of shares equal to its pro rata portion of~~ the ~~Investor~~Initial ~~Shares based on its participation in the Term Loan.~~

Shares, the “Investor Shares”) in a subsequent private placement (the “Deferred Issuance” and, together with the Initial Issuance, the “Investor Issuances”).

In connection with the transactions contemplated by the First Credit Agreement Amendment, the Company entered into Amendment No. 1 to Investment and Investor Rights Agreement, dated as of the Final Credit Agreement Closing Date (the “First Investor Rights Agreement Amendment” and, collectively with the Original Investor Rights Agreement, Amendment No. 2 to Investment and Investor Rights Agreement, dated September 22, 2024, Amendment No. 3 to Investment and Investor Rights Agreement, dated September 21, 2025, and the Investor Rights Agreements Joinders (as defined below), the “Investor Rights Agreement”), with each Lead Lender, which contained, among others, certain revisions to reflect the issuance of the Deferred Shares. Substantially concurrently with entering into the First Investor Rights Agreement Amendment, on the Final Credit Agreement Closing Date, the Company and Lead Lenders entered into joinders to the Investor Rights Agreement (collectively, the “investor Rights Agreement Joinders”) with each Incremental Term Lender (or its applicable affiliate), pursuant to which each Incremental Term Lender (or its applicable affiliate) joined the Investor Rights Agreement and assumed the rights and obligations of an Additional Investor (as defined in the Investor Rights Agreement) thereunder, including the right to receive a pro rata portion of the Investor Shares. The Company issued the Deferred Shares to the Lenders on the Final Credit Agreement Closing Date in a private placement. Following the Deferred Issuance, each Lender had been issued a number of shares equal to its pro rata portion of the Investor Shares based on its participation in the Term Loan.

In accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging, the Company determined that the Term Loan, Initial Issuance and Deferred Issuance did not contain any features that would qualify as a derivative or embedded derivative and require bifurcation. In addition, the Company determined the Initial Issuance and Deferred Issuance should be classified as equity. In accordance with ASC 470, Debt, the allocation on a relative fair value basis resulted in gross amounts recorded of $44.9 million for the Initial Term Loan, $64.2 million for the Initial Issuance and $240.9 million for the Deferred Issuance, in each case during the year ended December 31, 2023.

In accordance with ASC 815, Derivatives and Hedging, the Company determined the reallocation of the Deferred Issuance between the Lenders in connection with the First Credit Agreement Amendment and Investor Rights Agreement Joinders that resulted in a pro rata portion of the Investor Shares being issued to the Incremental Term Lenders on the Final Credit Agreement Closing Date represented a modification of a freestanding equity-classified written call option and the modification was to be recognized as if cash had been paid as consideration for the shares of Common Stock issued to the Incremental Term Lenders (collectively, the “Reallocated Shares”). Accordingly, the Reallocated Shares were treated as a debt discount in accordance with the guidance in ASC 835, Interest, and the value of the Incremental Term Loan and the Reallocated Shares was apportioned using a relative fair value allocation that resulted in gross amounts recorded during the three months ended December 31, 2023 of $9.4 million for the Incremental Term Loan and $30.6 million for the Reallocated Shares.

Aggregate issuance costs of $29.5 million were incurred in connection with the Original Credit Agreement, First Credit Agreement Amendment, Original Investor Rights Agreement and First Investor Rights Agreement Amendment. The deferred issuance costs were allocated on a relative fair value basis, resulting in an allocation of $4.1 million in the aggregate for the Term Loan and $25.4 million in the aggregate for the Investor Issuances. The initial carrying value of the Term Loan was $41.4 million as of September 20, 2023, which reflected $3.4 million of unamortized debt issuance costs and $305.2 million of unamortized debt discount. The initial carrying value of the Incremental Term Loan was $8.7 million as of November 15, 2023, which reflected $0.7 million of unamortized debt issuance costs and $30.6 million of unamortized debt discount.

18Amortization of debt discounts and deferred issuance costs associated with the Term Loan of $8.9 million and $1.6 million were recorded in Interest expense in the condensed consolidated statement of operations for the three months ended March 31, 2026 and 2025, respectively.

~~Incremental Term Loan was $8.7 million as of November 15, 2023, which reflected $0.7 million of unamortized debt issuance costs and $30.6 million of unamortized debt discount.~~ 17

Amortization (Accretion) of debt discounts and deferred issuance costs associated with the Term Loan of $4.8 million and $9.6 million were recorded in Interest expense in the condensed consolidated statement of operations for the three and nine months ended September 30, 2025, respectively, and $(0.7~~) million and $(4~~.~~8) million~~FAIR ~~were~~VALUE ~~recorded in Interest expense in the condensed consolidated statement of operations for the three and nine months ended September 30, 2024, respectively.~~MEASUREMENTS

Long-Term Debt Extinguished as of or prior to September 30, 2025

Amortization expense for debt discounts and deferred financing costs associated with the interim extinguishment of certain WUP LLC’s former fixed rate equipment notes, which were redeemed in-full on the Initial Revolving Equipment Notes Closing Date, of nil was recorded in Interest expense in the condensed consolidated statement of operations for each of the three and nine months ended September 30, 2025, and $1.1 million and $3.8 million were recorded in Interest expense in the condensed consolidated statement of operations for the three and nine months ended September 30, 2024, respectively.

8.FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, an exit price, in an orderly transaction between unaffiliated willing market participants on the measurement date under current market conditions. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available and activity in the markets used to measure fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.


Level 1 -			Quoted prices, unadjusted, in active markets for identical assets or liabilities that can be accessed at the measurement date.

Level 2 -			Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 -			Unobservable inputs developed using our own estimates and assumptions, which reflect those that market participants would use in pricing the asset or liability.

1918

Financial instruments that are measured at fair value on a recurring and non-recurring basis and their corresponding placement in the fair value hierarchy consisted of the following (in thousands):

	September 30, 2025
	March 31, 2026
	Level 1		Level 2		Level 3		Fair Value
Assets:
Money market funds(1)	$	501,~~195~~019	$	—	$	—	~~50,195~~$	1,019
Total assets	$	501,~~195~~019	$	—	$	—	$	501,~~195~~019
Liabilities:
Warrant liability - Public Warrants(1)	$	—	$	13	$	—	$	13
Warrant liability - Private Warrants(1)	—		7		—		7
Revolving Equipment Notes(2)	—		—		~~296~~208,~~994~~227		~~296~~208,~~994~~227
Term Loan(2)	—		—		~~331~~406,~~824~~662		~~331~~406,~~824~~662
Total liabilities	$	—	$	20	$	628,818	$	628,838
Revolving Credit Facility(2)	—		—		36,353		36,353
	December 31, 2024
Total liabilities	$	—	$	20	$	651,242	$	651,262
	December 31, 2025
	Level 1		Level 2		Level 3		Fair Value
Assets:
Money market funds(1)	$	808,~~812~~383	$	—	$	—	$	808,~~812~~383
Total assets	$	808,~~812~~383	$	—	$	—	$	808,~~812~~383
Liabilities:
Warrant liability - Public Warrants(1)	$	—	$	13	$	—	$	13
Warrant liability - Private Warrants(1)	—		7		—		7
Revolving Equipment Notes(2)	—		—		~~317~~180,~~484~~676		~~317~~180,~~484~~676
Term Loan(2)	—		—		~~284~~345,~~845~~386		~~284~~345,~~845~~386
Total liabilities	$	—	$	20	$	602,329	$	602,349
Revolving Credit Facility(2)	—		—		5,474		5,474
Total liabilities	$	—	$	20	$	531,536	$	531,556

__________________

(1)Financial instrument measured on a recurring basis.

(2)Financial instrument measured on a non-recurring basis.

The carrying amount of Money market funds approximates fair value and is classified within Level 1, because we determined the fair value through quoted market prices.

The Warrants (as defined below) were accounted for as a liability in accordance with ASC 815-40. The Warrant liability was measured at fair value upon assumption and on a recurring basis, with changes in fair value presented in the condensed consolidated statements of operations. As of each of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, we used Level 2 inputs for the Warrants. See Note 1110 for additional information about the Warrants.

The estimated fair value of the Revolving Equipment Notes is categorized as a Level 3 valuation. We considered the appraised value of aircraft subject to first-priority liens under the Revolving Equipment Notes, as sourced during the ~~second~~fourth quarter of 2025 and as required under the Revolving Equipment Notes, to determine the fair value of the Revolving Equipment Notes as of ~~September~~March 3031, ~~2025~~2026.

The estimated fair value of the Term Loan is categorized as a Level 3 valuation. The estimated fair value as of ~~September~~March 3031, ~~2025~~2026 was estimated using a discounted cash flows analysis, based on our current estimated incremental ~~borrowing rate for a similar type of borrowing arrangement and taking into account amounts outstanding as of September 30, 2025 in connection with the Credit Support Premium.~~

2019

9borrowing rate for a similar type of borrowing arrangement and taking into account amounts outstanding as of March 31, 2026 in connection with the Credit Support Premium.~~LEASES~~

8.LEASES

Leases primarily pertain to certain controlled aircraft, office spaces and operational facilities, which are all accounted for as operating leases. Certain of these operating leases have renewal options to further extend for additional time periods at our discretion.

We have certain variable lease agreements with certain aircraft lessors that contain payment terms based on an hourly lease rate multiplied by the number of flight hours for the applicable aircraft during a given period. Variable lease payments are not included in the right-of-use asset and lease liability balances but rather are expensed as incurred.

The components of net lease cost were as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2025

2024

2025

2024

2026

2025

Operating lease costs

~~3,359~~

~~6,956~~

127,~~709~~477

225,~~005~~618

Short-term lease costs

~~1,730~~

~~160~~

43,~~395~~958

~~546~~868

Variable lease payments

~~7,152~~

~~5,458~~

~~10,214~~203

151,~~597~~976

Total lease costs

~~12,241~~

~~12,574~~

2711,~~318~~638

388,~~148~~462

Lease costs related to leased aircraft and operational facilities are included in Cost of revenue in the condensed consolidated statements of operations. Lease costs related to leased aircraft were $39.6 8 million and $125.8 4 million during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025,~~2026 ~~respectively,~~ and ~~$8.4 million and $25.1 million for the three and nine months ended September 30~~2025, ~~2024,~~ respectively.

Lease costs related to our leased corporate headquarters and other office space, including expenses for non-lease components, are allocated within the condensed consolidated statements of operations based on employee headcount. Sublease income is presented in General and administrative expenses in the condensed consolidated statements of operations, and was not material for each of the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025.

As part of our continuing cost reduction initiatives, in the first quarter of 2025, we leased alternative corporate office space in New York City and vacated a larger leased corporate office space in New York City, for which we are actively seeking a sublease tenant. Vacating the former office space was identified as a triggering event for impairment testing for the impacted asset group, including the right-of-use asset and associated leasehold improvements and furniture. We estimated the fair value of the asset group using a discounted cash flow approach, which considered estimated future cash flows associated with the asset group. We recorded a one-time non-cash impairment charge of $20.2 million during the three months ended March 31, 2025 representing the full carrying value of the right -of -use asset for the vacated space. The impairment charge is presented in General and administrative expense in the condensed consolidated statements of operations for the ~~nine~~three months ended ~~September~~March 3031, 2025.

Supplemental cash flow information related to operating leases were as follows (in thousands):

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024
	2026		2025
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows paid for operating leases	$	137,~~656~~975	$	225,~~792~~457
Right-of-use assets obtained in exchange for operating lease obligations	$	~~10,738~~—	$	410,~~187~~614

2120

Supplemental balance sheet information related to leases were as follows:

	September 30, 2025	December 31, 2024
	March 31, 2026	December 31, 2025
Weighted-average remaining lease term (in years):
Operating leases	6.74	6.6
Weighted-average discount rate:
Operating leases	1011.54%	1011.14%

As of ~~September~~March 3031, ~~2025~~2026, maturities of lease liabilities were as follows (in thousands):

Year ending December 31,	Operating Leases
2025 (remaining)	$	3,683
2026 (remaining)	$	23,665
2026	12,631
2027	30,752
2027	12,308
2028	28,632
2028	10,760
2029	28,799
2029	10,547
2030	25,635
Thereafter	2650,~~313~~322
Total lease payments	76187,~~242~~805
Less: Imputed interest	(2154,~~353~~196)
Total lease obligations	$	54133,~~889~~609

109.STOCKHOLDERS’ EQUITY AND EQUITY-BASED COMPENSATION

We have retrospectively adjusted the number of shares of Common Stock, equity-based compensation awards and related per share amounts reflected in this Note 9 for all periods presented to reflect the estimated impact of the Reverse Stock Split, which became effective on April 24, 2026 following the periods presented herein but before the issuance of these unaudited financial statements. See Note 16 for more information regarding the Reverse Stock Split.

Stockholders’ Equity

Pursuant to the Company’s Amended and Restated Certificate of Incorporation, ~~filed~~dated ~~with the Secretary of State of the State of Delaware on~~ November 15, 2023, weas ~~are~~amended ~~authorized~~by tothe ~~issue~~Certificate ~~up to 1,525,000,000 shares, consisting~~ of Amendment (i)as ~~1,500,000,000~~defined ~~shares~~in ~~of Common Stock and (ii~~Note 16) 25,~~000,000~~ ~~shares~~upon ofthe ~~preferred~~effectiveness ~~stock. Holders~~ of ~~Common~~the Reverse Stock ~~are~~Split ~~entitled~~(as todefined ~~one~~in ~~vote per share; provided, that by agreement: (i~~Note 16) ~~certain~~immediately ~~parties~~after to the ~~Investor~~close ~~Rights Agreement that are not a “citizen~~ of ~~the~~trading ~~United~~on ~~States”~~The ~~(as~~New ~~defined~~York inStock 49Exchange ~~USC § 40102~~(~~a)(15)(C)) (collectively,~~ the “~~Non-Citizen Investors~~NYSE”) ~~may~~on beApril 24, 2026, ~~afforded~~we ~~collective~~are ~~voting~~authorized ~~rights equal~~ to 1%issue ofup ~~all shares of Common Stock entitled~~ to ~~vote at a meeting of the Company’s stockholders; (ii) for so long as such Non-Citizen Investors collectively hold such shares of Common Stock~~100, ~~the~~ 000,000 shares of ~~Common~~capital ~~Stock held by CK Wheels in excess of 23.9% of all shares of Common~~ stock, ~~entitled~~consisting ~~to vote at a meeting~~ of ~~the Company’s stockholders will not have voting rights~~ (~~subject to ratable adjustment if the Non-Citizen Investors cease to own (beneficially or of record~~A) 75,000,000 ~~a certain number of~~ shares of Common Stock); and (~~iii~~B) 25,000,000 ~~any~~ shares of ~~Common~~preferred ~~Stock owned by Delta above 29~~stock.9% will be neutral shares with respect to voting rights and will be voted in proportion to all other votes cast (“for”, “against” or “abstain”) at a meeting of the Company’s stockholders by stockholders other than by Delta.

Holders of Common Stock are entitled to one vote per share; provided, that by agreement: (a) certain parties to the Investor Rights Agreement that are not a “citizen of the United States” (as defined in 49 USC § 40102(a)(15)(C)) (collectively, the “Non-Citizen Investors”) may be afforded collective voting rights equal to 1% of all shares of Common Stock entitled to vote at a meeting of the Company’s stockholders; (b) for so long as such Non-Citizen Investors collectively hold such shares of Common Stock, the shares of Common Stock held by CK Wheels in excess of 23.9% of all shares of Common Stock entitled to vote at a meeting of the Company’s stockholders will not have voting rights (subject to ratable adjustment if the Non-Citizen Investors cease to own (beneficially or of record) a certain number of shares of Common Stock); and (c) any shares of Common Stock owned by Delta above 29.9% will be neutral shares with respect to voting rights and will be voted in proportion to all other votes cast (“for”, “against” or “abstain”) at a meeting of the Company’s stockholders by stockholders other than by Delta.

At-the-Market Common Stock Offering Program

On August 29, 2025, we entered into an ATM Equity OfferingSM Sales Agreement with BofA Securities, Inc. and Jefferies LLC (~~each, a “Sales Agent” and~~ together, the “Sales Agents”), pursuant to which we may sell, from time to time, up to an aggregate sales price of $50.0 million of our Common Stock through the Sales Agents (the “ATM Program”). During each of the three ~~and nine~~ months ended ~~September~~March 3031, 2026 and 2025, the Company ~~issued~~did ~~21,157,534~~not issue any shares of Common Stock under the ATM Program ~~for $49~~.~~4 million~~ inAs ~~aggregate~~of ~~gross~~March 31, ~~proceeds~~2026, ~~resulting~~the inCompany ~~aggregate~~had ~~net~~approximately ~~proceeds~~$0.6 million of capacity to ~~the~~issue ~~Company~~shares of ~~approximately~~Common ~~$47.6~~Stock ~~million~~under ~~after~~the ~~deducting~~ATM ~~sales commissions~~Program.

Equity-Based Compensation

The Company’s outstanding equity-based compensation awards to its directors, executive officers, employees and other eligible personnel have been made pursuant to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated effective April 1, 2023 (as amended ~~by the LTIP Amendments (as defined herein)~~, the “~~Amended~~A&R ~~and Restated~~ 2021 LTIP”), the Wheels Up Experience Inc. Performance Award Agreement, dated as of November 30, 2023, granted to George Mattson, our Chief Executive Officer (the “CEO Performance Plan”), the Wheels Up Experience Inc. Performance Award Agreement, dated as of March 31, 2025, granted to John Verkamp, our Chief Financial Officer (the “CFO Performance Plan”), the Wheels Up Experience Inc. Performance Award Agreement, dated as of May 20, 2024, granted to ~~David~~our ~~Harvey~~former Chief Commercial Officer (the “Former CCO Performance Plan” and, collectively with the CEO Performance Plan and CFO Performance Plan, the “Executive Performance Plans”), nine equity-based compensation plans that were approved by the board of directors of WUP (collectively, the “WUP Management Incentive Plan”) prior to the business combination consummated on July 13, 2021 (the “Business Combination Closing Date”) between WUP and Aspirational Consumer Lifestyle Corp. ~~(“Aspirational”)~~, a blank check company (“Aspirational” and, such transaction, the “Business Combination”), and the Wheels Up Partners Holdings LLC Option Plan (the “WUP Option Plan”), which was approved by the board of directors of WUP prior to the Business Combination. Additional details about these equity-based compensation arrangements are below.

WUP Management Incentive Plan

In March 2014, the WUP Management Incentive Plan was established, which provided for the issuance of WUP profits interests, ~~restricted or unrestricted,~~ to employees, consultants and other qualified ~~persons~~individuals. Following the consummation of the Business Combination, no new grants can be made under the WUP Management Incentive Plan. Vested WUP profits interests are eligible to be exchanged into shares of Common Stock before July 13, 2031. Amounts of WUP profits interests reported in the tables below represent the maximum number of WUP profits interests outstanding or that could be realized upon vesting and immediately exchanged for the maximum number of shares of Common Stock. The actual number of shares of Common Stock received upon exchange of such WUP profits interests will depend on the trading price per share of Common Stock at the time of such exchange.

The following table summarizes the WUP profits interests activity under the WUP Management Incentive Plan asduring ofthe ~~September~~three months ended March 3031, ~~2025~~2026:

	Number of WUPProfits Interests	Weighted-Average GrantDate Fair Value
	(in thousands)
Outstanding WUP profits interests as of January 1, 2025	2,881	$	4.16
Outstanding WUP profits interests as of January 1, 2026	144	$	83.20
Granted	—	—
Exchanged	—	—
Expired/forfeited	—	—
Outstanding WUP profits interests as of September 30, 2025	2,881	$	4.16
Outstanding WUP profits interests as of March 31, 2026	144	$	83.20

The weighted-average remaining contractual term as of ~~September~~March 3031, ~~2025~~2026, for WUP profits interests outstanding was approximately 5.83 years. All WUP profits interests vested as of or prior to December 31, 2023.

WUP Option Plan

In December 2016, the WUP Option Plan was established, which provided for the issuance of stock options to purchase WUP common interests at an exercise price based on the fair market value of the interests on the date of grant. Generally, WUP stock options vest over a four-year service period and expire on the tenth anniversary of the grant date. Each outstanding WUP stock option is exercisable for one share of Common Stock.

23The following table summarizes the activity under the WUP Option Plan as of March 31, 2026:

The following table summarizes the activity under the WUP Option Plan as of September 30, 2025:


	Number of WUP Stock Options	Weighted- Average Exercise Price		Weighted-Average Grant Date Fair Value
	(in thousands)
Outstanding WUP stock options as of January 1, 2026	39	$	1,487.45	$	234.80
Granted	—	—		—
Exercised	—	—		—
Forfeited	—	—		—
Expired	—	—		—
Outstanding WUP stock options as of March 31, 2026	39	$	1,487.45	$	234.80
Exercisable WUP stock options as of March 31, 2026	39	$	1,487.45	$	234.80

	Number of WUP Stock Options	Weighted-Average Exercise Price		Weighted-Average Grant Date Fair Value
	(in thousands)
Outstanding WUP stock options as of January 1, 2025	826	$	74.21	$	11.57
Granted	—	—		—
Exercised	—	—		—
Forfeited	(22)	71.49		10.25
Expired	—	—		—
Outstanding WUP stock options as of September 30, 2025	804	$	74.28	$	11.61
Exercisable WUP stock options as of September 30, 2025	804	$	74.28	$	11.61

The aggregate intrinsic value as of March 31, 2026, for WUP stock options that were outstanding and exercisable was nil. The weighted-average remaining contractual term as of March 31, 2026, for WUP stock options that were outstanding and exercisable was approximately 3.0 years. All WUP stock options were vested as of December 31, 2023.

~~The aggregate intrinsic value as of September~~A&R ~~30, 2025, for WUP stock options that were outstanding and exercisable was nil. The weighted-average remaining contractual term as of September~~2021 ~~30, 2025, for WUP stock options that were outstanding and exercisable was approximately 3.5 years. All WUP stock options were vested as of December 31, 2023.~~ LTIP

~~Amended~~In connection with the Business Combination, Wheels Up’s Board of Directors (the “Board”) and ~~Restated~~stockholders of Wheels Up adopted the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan (the “Original 2021 LTIP”), for employees, consultants and other qualified individuals. The Original 2021 LTIP was amended and restated by the A&R 2021 LTIP effective April 1, 2023, which was subsequently amended by Amendment No. 1 thereto, effective June 6, 2024, and Amendment No. 2, effective June 10, 2025, in each case which increased the number of shares of Common Stock available for issuance under the A&R 2021 LTIP and extended the termination date thereof. The A&R 2021 LTIP provides for the grant of incentive options, nonstatutory options, restricted stock, restricted stock units (“RSUs”), including performance-based RSUs (“PSUs”), rights, dividend equivalents, other stock-based awards, performance awards, cash awards or any combination of the foregoing. As of March 31, 2026, an aggregate of 3.1 million shares were authorized for issuance under the A&R 2021 LTIP. On March 31, 2026, the Board adopted Amendment No. 3 to the A&R 2021 LTIP, which if approved by the Company’s stockholders at the Company’s 2026 annual meeting of stockholders expected to be held on June 9, 2026, will increase the aggregate number of shares of Common Stock available for awards made under the A&R 2021 LTIP by an additional 3.8 million shares and extend the termination date of such plan to March 31, 2036.

In connection with the Business Combination, the Company’s Board of Directors (the “Board”) and stockholders of Wheels Up adopted the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan (the “Original 2021 LTIP”), for employees, consultants and other qualified persons. Following approval by the Board, (i) at the 2023 annual meeting of the Company’s stockholders, the Company’s stockholders approved the Amended and Restated 2021 LTIP to increase the aggregate number of shares of Common Stock available for awards made thereunder by 2,415,000 shares and amend certain other plan provisions, (ii) at the 2024 annual meeting of the Company’s stockholders (the “2024 Annual Meeting”), the Company’s stockholders approved Amendment No. 1 to the Amended and Restated 2021 LTIP (the “First LTIP Amendment”), to increase the aggregate number of shares of Common Stock available for awards made under the Amended and Restated 2021 LTIP by 25,000,000 shares, and (iii) at the 2025 annual meeting of the Company’s stockholders (the “2025 Annual Meeting”), the Company’s stockholders approved Amendment No. 2 to the Amended and Restated 2021 LTIP (the “Second LTIP Amendment” and, together with the First LTIP Amendment, the “LTIP Amendments”), to increase the aggregate number of shares of Common Stock available for awards made under the Amended and Restated 2021 LTIP by an additional 30,000,000 shares and extend the termination date of such plan to March 26, 2035. The Amended and Restated 2021 LTIP provides for the grant of incentive options, nonstatutory options, restricted stock, restricted stock units (“RSUs”), including performance-based RSUs (“PSUs”), rights, dividend equivalents, other stock-based awards, performance awards, cash awards or any combination of the foregoing. As of September 30, 2025, an aggregate of 60.1 million shares were authorized for issuance under the Amended and Restated 2021 LTIP.

RSUs

RSUs granted under the ~~Amended and Restated~~ A&R 2021 LTIP generally vest at intervals up to a four-year service period, subject to the grantee’s continued service to the Company through the applicable vesting date. The following table summarizes the activity under the ~~Amended~~A&R ~~and Restated~~ 2021 LTIP related to RSUs asduring ofthe ~~September~~three months ended March 3031, ~~2025~~2026:

2423

	Number of RSUs	Weighted-Average GrantDate Fair Value
	(in thousands)
Non-vested RSUs as of January 1, 2025	10,134	$	2.76
Non-vested RSUs as of January 1, 2026	812	$	33.00
Granted	~~11,874~~986	113.2400
Vested	(~~2,119~~143)	327.8180
Forfeited	(~~1,037~~60)	127.8360
Non-vested RSUs as of September 30, 2025	18,852	$	1.74
Non-vested RSUs as of March 31, 2026	1,595	$	21.20

The total unrecognized compensation cost related to non-vested RSUs was $2630.37 million as of ~~September~~March 3031, ~~2025~~2026 and is expected to be recognized over a weighted-average period of 2.69 years.

PSUs

Under the terms of the PSUs granted to certain employees under the ~~Amended~~A&R ~~and Restated~~ 2021 LTIP, upon the achievement of certain pre-determined performance objectives, each PSU may settle into shares of our Common Stock. The PSUs will vest, if at all, upon the actual achievement of the related performance objectives, subject to specified change of control exceptions and the grantee’s continued service to the Company through the applicable vesting date.

The following table summarizes the activity under the ~~Amended~~A&R ~~and Restated~~ 2021 LTIP related to PSUs asduring ofthe ~~September~~three months ended March 3031, ~~2025~~2026:

	Number of PSUs	Weighted-Average GrantDate Fair Value
	(in thousands)
Non-vested PSUs as of January 1, 2025	387	$	3.05
Non-vested PSUs as of January 1, 2026	85	$	37.20
Granted	~~1,747~~184	112.2090
Vested	—	—
Forfeited	(~~360~~70)	229.7357
Non-vested PSUs as of September 30, 2025	1,774	$	1.89
Non-vested PSUs as of March 31, 2026	199	$	25.48

Compensation expense associated with PSUs is recognized over the vesting period of the awards that are ultimately expected to vest when the achievement of the related performance objectives becomes probable. As of ~~September~~March 3031, ~~2025~~2026, the achievement of the performance objectives associated with non-vested PSUs was deemed probable. The total unrecognized compensation cost related to non-vested PSUs deemed probable of being achieved was $12.97 million as of ~~September~~March 3031, ~~2025~~2026 and is expected to be recognized over a weighted-average period of 12.80 years.

2524

Wheels Up Stock Options

Wheels Up stock options granted under the ~~Amended and Restated~~ A&R 2021 LTIP vest quarterly over a three-year service period and expire on the tenth anniversary of the grant date. The following table summarizes the activity under the ~~Amended~~A&R ~~and Restated~~ 2021 LTIP related to Wheels Up stock options asduring ofthe ~~September~~three months ended March 3031, ~~2025~~2026:

	Number of Wheels Up Stock Options	Weighted- Average Exercise Price		Weighted-Average Grant Date Fair Value
	(in thousands)
Outstanding Wheels Up stock options as of January 1, 2025	77	$	100.00	$	47.52
Outstanding Wheels Up stock options as of January 1, 2026	4	$	2,000.00	$	950.32
Granted	—	—		—
Exercised	—	—		—
Forfeited	—	—		—
Expired	—	—		—
Outstanding Wheels Up stock options as of September 30, 2025	77	$	100.00	$	47.52
Outstanding Wheels Up stock options as of March 31, 2026	4	$	2,000.00	$	950.32
Exercisable Wheels Up stock options as of September 30, 2025	77	$	100.00	$	47.52
Exercisable Wheels Up stock options as of March 31, 2026	4	$	2,000.00	$	950.32

The aggregate intrinsic value as of ~~September~~March 3031, ~~2025~~2026, for Wheels Up stock options that were outstanding and exercisable was nil. The weighted-average remaining contractual term as of ~~September~~March 3031, ~~2025~~2026, for Wheels Up stock options that were outstanding and exercisable was approximately 2.1.6 years.

Executive Performance Plans

The Compensation Committee of the Board approved the CEO Performance Plan ~~granted to George Mattson~~, ~~the Company’s Chief Executive Officer,~~ CFO Performance Plan ~~granted to John Verkamp, the Company’s Chief Financial Officer,~~ and Former CCO Performance Plan ~~granted to David Harvey, the Company’s former Chief Commercial Officer,~~ effective November 30, 2023, March 31, 2025 and May 20, 2024, respectively. Except as set forth in Section III.A of the Amended and Restated 2021 LTIP, the Executive Performance Plans incorporate the terms of the Amended and Restated 2021 LTIP, as it may be amended from time-to-time. Each Executive Performance Plan is intended to constitute a standalone equity incentive plan and any shares of Common Stock issued under such awards will not be issued under, or count against the number of shares of Common Stock reserved pursuant to, any of the Company’s other equity-based compensation plans or awards. Except as set forth in Section III.A of the A&R 2021 LTIP, the Executive Performance Plans incorporate the terms of the A&R 2021 LTIP, as it may be amended from time-to-time.

AtAs ~~the~~of ~~(i)~~March ~~2024~~31, ~~Annual Meeting~~2026, ~~the~~approximately ~~Company’s~~3.7 million, ~~stockholders~~0.6 million ~~approved the CEO Performance Plan~~ and ~~the potential issuance of up to 73.~~0.8 million shares of Common Stock ~~thereunder~~had ~~and~~been ~~(ii) 2025~~authorized ~~Annual~~for ~~Meeting,~~issuance ~~the~~under ~~Company’s stockholders approved~~ the ~~CFO~~ CEO Performance Plan, ~~and~~CFO ~~CCO~~ Performance Plan, and ~~the~~Former ~~potential~~CCO ~~issuance~~Performance ~~of up to 12.0 million and 15.0 million shares of Common Stock~~Plan, respectively, ~~under such awards,~~ in each case subject to the satisfaction of the applicable performance- and service-based vesting conditions under such ~~award~~plan, if at all. If on any Determination Date ~~(as defined below)~~ there is not a sufficient amount of shares authorized by the Company's stockholders to deliver the number of shares due under the Executive Performance Plans or any such Executive Performance Plan has not been approved by the Company’s stockholders, then upon vesting, if at all, any amounts payable under any such Executive Performance Plan will not be paid in the form of the issuance of new shares of Common Stock and instead will be payable in cash.

The ~~Executive~~CEO Performance ~~Plans~~Plan ~~are~~and ~~one-time~~CFO ~~performance~~Performance ~~awards~~Plan ~~granted~~represent grants to our Chief Executive Officer, and Chief Financial Officer, ~~and~~respectively, ~~former~~that ~~Chief~~are ~~Commercial~~intended ~~Officer~~to cover a period extending through 2028 in lieu of ~~future~~ annual equity compensation grants during such period and are intended to provide each of them with the opportunity to share in the long-term growth of the value of the Company. The Executive Performance Plans ~~consist~~represent of a contingent right to receive a number of newly issued shares of Common Stock upon: (i) repayment of the Company’s borrowings under the $390.0 million Term Loan plus any additional amounts drawn on the Term Loan, if at all; and (ii) satisfaction of service-based vesting conditions, which provide that 25% of the CEO Performance Plan and Former CCO Performance Plan were or will be eligible to vest on each of September 20, 2024, 2025, 2026 and 2027, and one-third of the CFO Performance Plan was or will be eligible to vest on each of September 20, 2025, 2026 and 2027, in each case so long as such officer remains employed with the Company as of such dates, subject to limited exceptions. A “Repayment Event” includes certain refinancings of the Term Loan on or before September 20, 2028, the scheduled maturity date of the Term Loan. Subject to the satisfaction of the applicable performance- and service-based vesting conditions described above, the number of shares of Common Stock that may vest and be

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Company as of such dates, subject to limited exceptions. A “Repayment Event” includes certain refinancings of the Term Loan on or before September 20, 2028, the scheduled maturity date of the Term Loan. Subject to the satisfaction of the applicable performance- and service-based vesting conditions described above, the number of shares of Common Stock that may vest and be issued under any Executive Performance Plan will first be determined on December 31st of the year in which a Repayment Event occurs, and then on December 31st of each subsequent year (each such date, a “Determination Date”) until December 31, 2028 (the “Final Determination Date”). At any Determination Date following a Repayment Event, the number of shares of Common Stock issuable under any Executive Performance Plan in connection with such Determination Date, if any, will be determined using the then applicable percentage associated with the service-based vesting condition (the “Service Vested Percentage”).

The number of shares of Common Stock subject to vesting and issuance, if any, under any Executive Performance Plan on each Determination Date following a Repayment Event is based on a formula that aligns the number of shares of Common Stock issuable under such Executive Performance Plan with the repayment or refinancing of the Term Loan and Revolving Credit Facility, the then applicable dollar value of the shares of Common Stock issued to the Lenders under the Investor Rights Agreement and the volume weighted average price per share of Common Stock during the 60 trading day period prior to the applicable Determination Date. The number of shares of Common Stock, if any, issuable under the Executive Performance Plans will vary depending on, among other things: (i) the occurrence and timing of a Repayment Event; (ii) the Total Investor Return (as defined in the Executive Performance Plans) as a multiple of the aggregate principal amount of the Term Loan and any borrowings under the Revolving Credit Facility as of the applicable Determination Date, if any; and (iii) the Service Vested Percentage as of the applicable Determination Date. There can be no assurance that the performance- and service-based vesting conditions under the Executive Performance Plans will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the Executive Performance Plans.

As of ~~September~~March 3031, ~~2025~~2026, the performance-based vesting conditions for the outstanding and unvested Executive Performance Plans were not met, ~~and~~ no shares had vested. Asand ~~of September 30, 2025,~~ the achievement of the related performance objective was deemed probable of being achieved on September 20, 2028, the scheduled maturity date of the Term Loan. The ~~grant-date fair value of the CFO Performance Plan as of March 31, 2025, using a Monte Carlo simulation model, was $9.7 million. The~~ derived service periods for the Executive Performance Plans, which began on the respective grant dates, were: (i) for the CEO Performance Plan, 5.2 years; (ii) for the ~~CCO~~CFO Performance Plan, 43.78 years; and (iii) for the ~~CFO~~Former CCO Performance Plan, 34.87 years. As a result of his departure from his position with the Company ~~effective~~in June ~~19,~~ 2025, our former Chief Commercial Officer will only be credited with 50% of the Service Vested Percentage pursuant to the terms of the Former CCO Performance Plan in the event all performance-based vesting conditions are satisfied or a Change of Control (as defined in the Former CCO Performance Plan) occurs. Accordingly, 50% of the Former CCO Performance Plan was forfeited ~~and~~during ~~for~~ the three ~~and nine~~ months ended ~~September~~ June 30, 2025~~, we recognized a $4~~.~~1 million~~ ~~cumulative reversal of related equity-based compensation expense that was recognized in prior periods.~~

The total unrecognized compensation cost related to the outstanding and unvested Executive Performance Plans was $~~118~~100.75 million as of ~~September~~March 3031, ~~2025~~2026 and is expected to be recognized over 32.38 years. As of ~~September~~March 3031, ~~2025~~2026, the carrying amount of the outstanding Executive Performance Plans, including carrying amounts related to the CFO Performance Plan and Former CCO Performance Plan that until receipt of stockholder approval of such plans at the Company’s 2025 annual meeting of stockholders held on June 10, 2025 (“2025 Annual Meeting”) were classified as mezzanine equity, was classified as equity in the ~~condensed~~ consolidated balance sheet under Additional paid-in capital.

Fair Value Estimates

We estimated fair value to measure compensation cost of the Executive Performance Plans on the date of grant using techniques that are considered to be consistent with the objective of measuring fair value. In selecting the

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appropriate technique, management considered, among other factors, the nature of the instrument, the market risks that it embodies, and the expected means of settlement.

Estimating fair values of the Executive Performance Plans requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external factors. In addition, option-pricing models are highly volatile and sensitive to changes.

The following table summarizes the significant assumptions used to estimate the fair value on the date of grant for the outstanding and unvested Executive Performance Plans granted during fiscal years 2024 and 2025:


	2025(1)	2024(2)
Expected term (in years)	3.8	4.7
Volatility	105%	70%
Risk-free rate	3.9%	4.4%
Expected dividend rate	—%	—%

__________________

(1) Assumptions used in the Monte Carlo simulation related to the CFO Performance Plan, which was granted on March 31, 2025.

(2) Assumptions used in the Monte Carlo simulation related to the Former CCO Performance Plan, which was granted on May 20, 2024.

Equity-Based Compensation Expense

The following table summarizes equity-based compensation expense for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Compensation expense for RSUs and PSUs	$	32,~~307~~394	$	13,~~672~~134	$	~~9,747~~	$	~~8,004~~
Compensation expense for the Executive Performance Plans	98,~~192~~994		69,~~213~~527		~~23,708~~		~~25,360~~
Total equity-based compensation expense	$	1211,~~499~~388	$	712,~~885~~661	$	~~33,455~~	$	~~33,364~~

The following table summarizes equity-based compensation expense recognized by condensed consolidated statement of operations line item for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31, 2026

2025

2024

2025

2024

2026

2025

Cost of revenue

2450

~~535~~78

~~202~~

~~2,097~~

Technology and development

~~406~~163

~~245~~434

~~1,170~~

~~881~~

Sales and marketing

~~290~~331

~~161~~241

~~790~~

~~428~~

General and administrative

1110,~~779~~844

611,~~944~~908

~~31,293~~

~~29,958~~

Total equity-based compensation expense

1211,~~499~~388

712,~~885~~661

~~33,455~~

~~33,364~~

Earnout Shares

As part of the Business Combination, existing holders of WUP equity prior to the Business Combination, including certain holders of WUP profits interests and restricted interests under the WUP Management Incentive Plan, but excluding holders of WUP stock options, ~~have~~had the right to receive up to ~~0.9 million~~45,000 additional shares of Common Stock (the “Earnout Shares”) that will vest, if at all, upon the achievement of separate market conditions. One-third of the Earnout Shares will vest and be issued if the Common Stock closing price is greater than or equal to $~~125~~2,500.00, an additional one-third will vest and be issued if the Common Stock closing price is greater than or equal to $~~150~~3,000.00 and the final one-third will vest and be issued when the Common Stock closing price is greater than or equal to $~~175~~3,500.00, in each case over any 20 trading days within a period of 30 consecutive trading days on or before July 13, 2026. Earnout Shares are attributable to vested WUP profits interests and restricted interests as of the date

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~~vested WUP profits interests and restricted interests as of the date~~ each of the Earnout Share market conditions are met. Any portion of the Earnout Shares for which the market condition has not been met on or before July 13, 2026 will be automatically canceled.

The grant-date fair value of the Earnout Shares attributable to the holders of WUP profits interests and restricted interests, using a Monte Carlo simulation model, was $57.9 million. The derived service period began on the Business Combination Closing Date and had a weighted-average period of 1.7 years.

Based on the Common Stock trading price as of ~~September~~March 3031, ~~2025~~2026, the market conditions were not met, and no Earnout Shares vested or were issuable as of such date. No Earnout Shares ~~have~~had been issued as of ~~September~~March 3031, ~~2025~~2026. Compensation expense for Earnout Shares recognized in the condensed consolidated statements of operations was nil for each of the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025.

Treasury Stock

As of ~~September~~March 3031, ~~2025~~2026, we had 193,~~267,117~~884 shares of treasury stock. The increase in treasury stock during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 reflects shares of Common Stock withheld to settle employee taxes due upon the vesting of ~~RSUs~~PSUs and ~~the repurchase of 566,544 shares of Common Stock for an aggregate amount, including commissions but excluding applicable excise taxes, of $0~~RSUs.6 ~~million under the Company’s share repurchase program.~~ We did not cancel or reissue any shares of Common Stock held as treasury stock during ~~each~~either of the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025.

1110.WARRANTS

Prior to the Business Combination, Aspirational issued 7,991,544 redeemable public warrants (“Public Warrants”) and 4,529,950 redeemable private warrants (“Private Warrants” and together with the Public Warrants, the “Warrants”), which Wheels Up assumed on the Business Combination Closing Date. Each whole Warrant entitles the holder to purchase 1/~~10th~~200th of one share of Common Stock at a price of $~~115~~2,300.00 per whole share of Common Stock. The Warrants expire on July 13, 2026 or earlier upon redemption or liquidation. As of ~~September~~March 3031, ~~2025~~2026, no Warrants had been exercised, and 12,521,494 Warrants remained outstanding and exercisable for up to 162,~~252,149~~607 shares of Common Stock. We have retrospectively adjusted all share counts and per share of Common Stock amounts in this paragraph to reflect the estimated impact of the Reverse Stock Split. See Note 16 for more information regarding the Reverse Stock Split.

1211.NON-CONTROLLING INTERESTS

MIP LLC is a single purpose entity formed for the purpose of administering and effectuating the award of WUP profits interests to employees, consultants and other qualified persons prior to the Business Combination. Wheels Up is the sole managing member of MIP LLC and, as a result, consolidates the financial results of MIP LLC. We record non-controlling interests representing the ownership interest in MIP LLC held by other members of MIP LLC. In connection with the Business Combination, the Seventh Amended and Restated LLC Agreement of WUP was adopted, which granted MIP LLC limited liability company interests corresponding to outstanding vested WUP profits interests that enable members of MIP LLC, subject to certain restrictions, to exchange their vested WUP profits interests before July 13, 2031 for cash or a corresponding number of shares of Common Stock, at the option of Wheels Up, based on the value of such WUP profits interests relative to their applicable participation threshold.

The decision of whether to exchange WUP profits interests for cash or Common Stock is made solely at the discretion of Wheels Up. Accordingly, the WUP profits interests held by MIP LLC are treated as permanent equity and changes in the ownership interest of MIP LLC are accounted for as equity transactions. Future exchanges of WUP profits interests, which would also reduce the WUP limited liability company interests corresponding to MIP LLC and result in the issuance of a number of shares of Common Stock depending on the applicable participation threshold and the applicable price per share of Common Stock, will reduce the amount recorded as Non-controlling interests and increase Additional paid-in-capital on the condensed consolidated balance sheets.

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The calculation of Non-controlling interests as of the periods indicated in the table below was as follows:

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
Number of WUP common units held by Wheels Up(1)	~~720~~36,~~346~~228,~~459~~699	100.0	%	~~697~~36,~~902~~100,~~646~~887	100.0	%
Number of vested WUP profits interests attributable to non-controlling interests(2)	—	—	%	—	—	%
Total WUP common units and vested WUP profits interests outstanding	~~720~~36,~~346~~228,~~459~~699	100.0	%	~~697~~36,~~902~~100,~~646~~887	100.0	%

__________________

(1) WUP common units represent an equivalent ownership of Common Stock outstanding.

(2) Based on the closing price of Common Stock on the last trading day of the period covered by this Quarterly Report, there would have been no WUP common units issuable upon conversion of vested and unvested WUP profits interests outstanding as of ~~September~~March 3031, ~~2025~~2026.

~~Weighted-average~~Upon ~~ownership~~the ~~percentages~~effectiveness ~~are~~of ~~used~~the Reverse Stock Split on April 24, 2026, the Company, in its capacity as the managing member of WUP, entered into Amendment No. 4 to ~~allocate~~Seventh ~~Net~~Amended ~~loss~~and Restated Limited Liability Company Agreement of WUP, dated as of April 24, 2026, to, ~~Wheels~~among Upother things, update certain provisions to reflect adjustments to outstanding and issuable membership interests in WUP as a result of the ~~non-controlling~~Reverse ~~interest~~Stock ~~holders~~Split. ~~The~~We ~~non-controlling~~have retrospectively adjusted all WUP common unit and vested WUP profits interests ~~weighted-average~~amounts ~~ownership~~in ~~percentage~~the ~~was~~table ~~nil~~above ~~for~~to ~~each~~reflect the estimated impact of the ~~three~~Reverse ~~and~~Stock ~~nine~~Split. ~~months~~See ~~ended September~~Note ~~30,~~16 ~~2025~~for ~~and~~more ~~2024~~information regarding the Reverse Stock Split.

13Weighted-average ownership percentages are used to allocate Net loss to Wheels Up and the non-controlling interest holders.~~COMMITMENTS~~ ~~AND~~The ~~CONTINGENCIES~~non-controlling interests weighted-average ownership percentage was nil for each of the three months ended March 31, 2026 and 2025.

~~The~~12.COMMITMENTS ~~Company~~AND has contractual obligations and commitments, primarily in the form of obligations to provide future services for which we have already received deferred revenue (see Note 2), lease arrangements (see Note 9), repayment of long-term debt (see Note 7), legal proceedings, and sales and use tax liability.CONTINGENCIES

The Company has contractual obligations and commitments, primarily in the form of obligations to provide future services for which we have already received deferred revenue (see Note 2), lease arrangements (see Note 8), repayment of long-term debt (see Note 6), legal proceedings, and sales and use tax liability.

Legal Proceedings

From time to time, the Company isand/or its consolidated subsidiaries are subject to various legal proceedings and claims, either asserted or unasserted, which may arise in the ordinary course of business. While the outcome of these matters cannot be predicted with certainty, as of the date of this Quarterly Report the Company does not believe that the outcome of any of these matters, individually or in the aggregate, will have a material adverse effect on its financial condition, results of operations or cash flows.

GRP Litigation

OnAs ~~July~~of 5,the ~~2023~~date of this Quarterly Report, ~~the~~we ~~Company~~have ~~filed~~an aactive lawsuit against Exclusive Jets, LLC d/b/a flyExclusive, a subsidiary of flyExclusive, Inc. (“FE”), in the United States District Court for the Southern District of New York (“NY Federal Court”), which was re-filed against FE in the Supreme Court of the State of New York in New York County (“NY State Court”) on August 23, 2023. The Company instituted the action to enforce ~~its~~our rights and remedies for wrongful termination by FE of the Fleet Guaranteed Revenue Program Agreement, dated November 1, 2021, between WUP and FE (the “GRP Agreement”). On June 30, 2023, FE notified ~~the~~us ~~Company~~ in writing of its immediate termination of the GRP Agreement. ~~The~~We ~~Company~~believe ~~believes~~ that FE wrongfully terminated such agreement in breach thereof. ~~The~~We ~~Company~~are is seeking compensatory damages, including the return of material deposits held by FE under the GRP Agreement (collectively, the “GRP Deposit”) that were recorded in Other non-current assets on the condensed consolidated balance sheets as of ~~September~~each of March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, as well as attorneys’ fees and costs.

~~Following~~On ~~remand~~July ~~to the NY State Court after removal to the NY Federal Court by FE~~5, ~~on April 9~~2023, ~~2025,~~we FEoriginally filed ina ~~the~~complaint NYagainst ~~State~~FE ~~Court an answer and its defenses~~ to ~~the~~enforce ~~Company’s~~our ~~claims,~~rights ~~as well as counterclaims for amounts it claims it is owed~~ under the GRP Agreement. Onin ~~July 23, 2025,~~ the ~~Company~~United ~~filed~~States aDistrict ~~motion to amend and proposed amended complaint against FE in NY State~~ Court (for the ~~“Amended~~Southern ~~Complaint”),~~District ~~which included, among other things, additional breach~~ of ~~contract~~New ~~claims and added Thomas James Segrave Jr~~York., ~~FE’s~~In ~~founder~~August ~~and Chief Executive Officer~~2023, aswe are-filed ~~defendant for a claim based on piercing~~ the ~~corporate~~complaint ~~veil.~~against ~~On September 9, 2025,~~ FE ~~and~~in ~~Mr.~~the ~~Segrave~~Supreme ~~filed~~Court ~~their~~of ~~answer and affirmative defenses to~~ the ~~Company’s~~State ~~Amended~~of ~~Complaint,~~New FEYork ~~reasserted~~in ~~counterclaims~~New ~~for~~York ~~amounts~~County it(“NY ~~claims~~State itCourt”). isOn ~~owed~~December ~~under the GRP Agreement, and FE filed a motion to dismiss on~~

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~~jurisdictional~~2, ~~grounds~~2025, tothe ~~which~~NY ~~the~~State ~~Company~~Court ~~filed~~dismissed ~~its~~our ~~answer~~complaint without prejudice, ~~defenses~~citing its lack of personal jurisdiction over FE and ~~opposition~~declining to render any decision on ~~October~~the ~~22,~~merits ~~2025~~of the case. ~~The~~On ~~parties~~December ~~are~~23, ~~actively~~2025, ~~engaged~~FE’s related counterclaim in ~~the~~NY ~~discovery~~State ~~process~~Court was discontinued without prejudice.

~~The~~On ~~Company~~December ~~intends~~30, to2025, ~~vigorously~~we ~~pursue~~re-filed the ~~action~~complaint to ~~recover~~enforce our rights under the ~~outstanding~~GRP ~~deposits~~Agreement against each of FE and ~~other~~Thomas ~~damages~~James ~~from~~Segrave Jr., FE’s founder and ~~defend~~Chief ~~against~~Executive ~~any~~Officer, ~~related~~as ~~counterclaims,~~a ~~but~~defendant ~~there~~for ~~can~~a beclaim nobased ~~assurance~~on aspiercing tothe corporate veil, in the ~~outcome~~General Court of ~~the~~Justice, ~~dispute~~Superior ~~with~~Court FEDivision in Wake County, North Carolina (case #25CV047093-910) (the “NC Complaint”). The Company’s ~~success~~NC inComplaint ~~recovering~~includes ~~the~~factual ~~amounts~~allegations ~~from~~regarding FE’s ~~will~~wrongful ~~depend~~termination onof ~~several~~the ~~factors~~GRP Agreement and, ~~including~~among ~~the~~other ~~availability~~things, claims for breach of ~~funds~~contract, byconversion, FEviolations ~~for~~of the ~~recoverable~~North ~~amounts.~~Carolina ~~The~~Unfair ~~Company~~and isDeceptive inTrade Practices Act, fraudulent misrepresentation, breach of the ~~process~~implied covenant of ~~evaluating~~good faith and fair dealing, and unjust enrichment. On January 23, 2026, we served the ~~effects~~first set of ~~the~~discovery ~~foregoing~~requests ~~events~~on FE and Mr. Segrave. On March 6, 2026, FE and Mr. Segrave filed their answer and affirmative defenses to the NC Complaint, FE asserted counterclaims for amounts it ~~cannot~~claims ~~make~~it is owed under the GRP Agreement, and FE filed a ~~reasonable~~partial ~~estimate~~motion ofto ~~any~~dismiss ~~outcome~~certain claims on procedural grounds. The Company filed its motion to dismiss, ~~recovery~~affirmative ordefenses ~~loss~~and atanswer ~~this~~to ~~time~~FE’s counterclaims on April 3, 2026. The parties are actively engaged in the litigation process.

We intend to vigorously pursue the action to recover the outstanding GRP Deposit and other damages from FE and defend against any related counterclaims, but there can be no assurance as to the outcome of the dispute with FE. Our success in recovering the amounts from FE will depend on several factors, including the ability of FE to satisfy any judgment or settlement with available funds. We are in the process of evaluating the effects of the foregoing events and we cannot make a reasonable estimate of any outcome, recovery or loss at this time.

Sales and Use Tax Liability

The Company regularly provides services to members in various states within the continental U.S., which may create sales and use tax nexus via temporary presence, potentially requiring the payment of these taxes. The Company determined that there is uncertainty as to what constitutes nexus in respective states for a state to levy taxes, fees and surcharges relating to its activity. As of each of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the Company estimated the potential exposure to such tax liability was $5.5 million, the ~~expense~~liability for which was included in Accrued expenses on the condensed consolidated balance sheets.

1413.RELATED PARTIES

The Company engages in transactions with certain stockholders who are also members, brand ambassadors or customers. Such transactions primarily relate to their ~~membership in the~~ Wheels Up membership program, flights and flight-related services.

The Company incurred expenses of nil ~~and $0.2 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025,~~2026 ~~respectively,~~ and ~~nil and~~ $10.1 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, ~~respectively,~~ from transactions related to the ~~Original~~Delta CCA ~~or Amended CCA, as applicable, with Delta~~. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, $2.62 million and $21.49 million, respectively, were included in ~~Accrued~~Deferred ~~expenses~~Revenue and ~~Accounts~~Accrued ~~payable~~expenses, respectively, on the condensed consolidated balance sheet related to transactions associated with the ~~Original~~Delta CCA ~~and Amended CCA, as applicable, with Delta~~.

1514.INCOME TAXES

We are subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income or loss from WUP, as well as any standalone income or loss Wheels Up generates. WUP is treated as a partnership for U.S. federal and most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, any taxable income or loss generated by WUP is passed through to and ~~included in the taxable income or loss of its members, including Wheels Up. We are also subject to income taxes in the various foreign jurisdictions in which we operate.~~

~~We recorded an income tax expense of $1.3 million and $2.4 million for the three and nine months ended September~~ 30, 2025, respectively, and income tax expense of $0.4 million and $0.7 million for the three and nine months ended September 30, 2024, respectively. The effective tax rate was (1.6)% and (0.9)% for the three and nine months ended September 30, 2025, respectively, and (0.7)% and (0.3)% for the three and nine months ended September 30, 2024, respectively. Our effective tax rate for the three and nine months ended September 30, 2025 differs from the federal statutory rate of 21%, primarily due to a full valuation allowance against the majority of our net deferred tax assets where it is more likely than not that the deferred tax assets will not be realized and geographical mix of our earnings.

Weincluded ~~currently~~in ~~expect~~ the ~~undistributed~~taxable ~~earnings~~income ofor ~~our~~loss ~~foreign~~of ~~subsidiaries~~its tomembers, beincluding ~~indefinitely~~Wheels ~~reinvested~~Up. ~~Accordingly,~~We ~~the~~are ~~Company~~also ~~has~~subject ~~not~~to ~~provided~~income ~~for~~taxes in the ~~tax~~various ~~effect, if any, of limited outside basis differences of its~~ foreign ~~subsidiaries.~~jurisdictions Ifin ~~these~~which ~~foreign~~we ~~earnings are repatriated to the U~~operate.~~S., or if the Company determines that such~~

We recorded an income tax expense of $0.5 million and income tax expense of $0.1 million for the three months ended March 31, 2026 and 2025, respectively. The effective tax rate was (0.6)% and (0.1)% for the three months ended March 31, 2026 and 2025, respectively. Our effective tax rate for the three months ended March 31, 2026 differs from the federal statutory rate of 21%, primarily due to a full valuation allowance against the majority of our net deferred tax assets where it is more likely than not that the deferred tax assets will not be realized and geographical mix of our earnings.

We currently expect the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested. Accordingly, the Company has not provided for the tax effect, if any, of limited outside basis differences of its foreign subsidiaries. If these foreign earnings are repatriated to the U.S., or if the Company determines that such earnings are repatriated to the U.S., or if the Company determines that such earnings will be remitted in a future period, additional tax provisions may be required.

We evaluate the realizability of our deferred tax assets on a quarterly basis and establish valuation allowances when it is more likely than not that all or a portion of the deferred tax assets may not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and tax-planning strategies. As of ~~September 30~~March 31, ~~2025~~2026, we concluded, based on the weight of all available positive and negative evidence, that it is more likely than not that the majority of U.S. deferred tax assets will not be realized. Accordingly, a valuation allowance has been established on the majority of our net deferred tax assets in the U.S.

In general, under Section 382 of the Internal Revenue Code of 1986 (as amended, the “Code”), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses (“NOLs”) or tax credits to offset future taxable income or taxes. As a result of the Initial Issuance, the Company experienced an ownership change for the purpose of Section 382 of the Code during the third quarter of 2023 that will limit the availability of our tax attributes to offset future income. Our NOLs and tax attributes are currently subject to a full valuation allowance. Accordingly, the limitation did not have a material impact on our consolidated financial statements for each of the three and nine months ended September 30, 2025 and 2024.

The Organization for Economic Co-operation and Development has issued Pillar Two model rules introducing a new global minimum tax of 15% intended to be effective on January 1, 2024. While the U.S. has not yet adopted the Pillar Two rules, various other governments around the world have implemented the legislation, including jurisdictions in which certain of Wheels Up’s subsidiaries operate, and many other jurisdictions are in the process of implementing it. The Company continues to monitor the pending implementation of Pillar Two by individual countries and the potential effects of Pillar Two on our business. The Pillar Two rules became effective in 2024, and did not have a materially adverse impact on our results of operations, financial condition or cash flows for each of the three and nine months ended September 30, 2025 and 2024.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses. We are evaluating the full effects of the legislation on our estimated annual effective tax rate and cash tax position. Due to the full valuation allowance, the legislation changes do not have a material impact on our financial statements for each of the three and nine months ended September 30, 2025.

Additionally, the Company is subject to the income tax effects associated with the Global Intangible Low-Taxed Income (“GILTI”) provisions and treats the tax effects of GILTI as a current period expense in the period incurred.

32Section 382 Transaction

16In general, under Section 382 of the Internal Revenue Code of 1986 (as amended, the “Code”), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses (“NOLs”) or tax credits to offset future taxable income or taxes.~~NET~~ ~~LOSS~~As ~~PER~~a ~~SHARE~~result of the Initial Issuance, the Company experienced an ownership change for the purpose of Section 382 of the Code during the third quarter of 2023, that will limit the availability of our tax attributes to offset future income. Our NOLs and tax attributes are currently subject to a full valuation allowance. Accordingly, the limitation does not have a material impact on our consolidated financial statements.

~~The~~OECD ~~following~~Pillar ~~table sets forth the computation of Basic and diluted net loss per share (in thousands, except per share data):~~Two

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Numerator:
Net loss attributable to Wheels Up Experience Inc. - basic and diluted	$	(83,730)	$	(57,731)	$	(265,342)	$	(252,097)
Denominator:
Weighted-average shares of Common Stock outstanding - basic and diluted	703,813,424		697,721,699		700,889,734		697,575,821
Basic and diluted net loss per share of Common Stock	$	(0.12)	$	(0.08)	$	(0.38)	$	(0.36)

The Organization for Economic Co-operation and Development has issued Pillar Two model rules introducing a new global minimum tax of 15% effective on January 1, 2024. While the U.S. has not adopted the Pillar Two rules, various other governments around the world have implemented the legislation, including jurisdictions in which certain of Wheels Up’s subsidiaries operate, and many other jurisdictions are in the process of implementing it. The Company continues to monitor the pending implementation of Pillar Two by individual countries and the potential effects of Pillar Two on our business. The Pillar Two rules did not have a materially adverse impact on our results of operations, financial condition or cash flows in 2026.

~~There~~One ~~were~~Big noBeautiful ~~dividends~~Bill ~~declared or paid during each of the three and nine months ended September 30, 2025 and 2024.~~Act

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses. The Company continues to evaluate the impact of the legislation on our estimated annual effective tax rate and cash tax position. Management believes that the financial statements reflect all known and estimable impacts of the OBBBA as of March 31, 2026. Due to the full valuation allowance, the legislation changes do not have a material impact on our financial statements.

15.NET LOSS PER SHARE

The table below sets forth the computation of Basic and diluted net loss per share (in thousands, except per share data):


	Three Months Ended March 31,
	2026		2025
Numerator:
Net loss attributable to Wheels Up Experience Inc. - basic and diluted	$	(82,958)	$	(99,313)
Denominator:
Weighted-average shares of Common Stock outstanding - basic and diluted	36,149,112		34,913,507
Basic and diluted net loss per share of Common Stock	$	(2.29)	$	(2.84)

There were no dividends declared or paid during each of the three months ended March 31, 2026 and 2025.

Basic and diluted net loss per share were computed using the two-class method.

WUP profits interests held by members of MIP LLC are not subject to the net loss per share calculation until such time that vested WUP profits interests are actually exchanged for shares of Common Stock.

The shares of Common Stock issuable under the Executive Performance Plans upon satisfaction of the performance- and service-based vesting conditions, if at all, are not subject to the net loss per share calculation until such time that such shares of Common Stock are actually issued to the applicable grantee. The exact number of shares of Common Stock that may be issued under the Executive Performance Plans will not be readily determinable until the first Determination Date following a Repayment Event and at each successive Determination Date thereafter through the Final Determination Date. There can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock pursuant to any Executive Performance Plan (see Note 109).

The following securities were not included in the computation of diluted shares outstanding, because the effect would be anti-dilutive, and issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:

	September 30,
	March 31,
	2025	2024
	2026	2025
Warrants(1)	162,~~252,149~~607	162,~~252,149~~607
Earnout Shares	~~900~~45,000	~~900~~45,000
RSUs and PSUs	201,~~625~~794,~~615~~456	61,~~107~~100,~~269~~198
Stock options	~~880~~43,~~448~~021	~~949~~44,~~637~~398
Total anti-dilutive securities	231,~~658~~945,~~212~~084	91,~~209~~252,~~055~~203

__________________

(1) ~~Each~~As of March 31, 2026 and 2025, each Warrant ~~entitles~~entitled the holder to purchase 1/~~10th~~200th of one share of Common Stock at a price of $~~115~~2,300.00 per whole share of Common Stock. The foregoing information and number of shares of Common Stock listed in the table above for the Warrants reflects the maximum number of shares issuable upon full exercise of all Warrants as of the end of the period, taking into account the estimated impact of the Reverse Stock Split as if it had become effective as of each of the dates presented in the table above (see Note 1110).

16.SUBSEQUENT EVENTS

Reverse Stock Split

Following approval by the Company’s stockholders at the 2025 Annual Meeting, on April 13, 2026, the Board approved a reverse stock split of Wheels Up’s outstanding shares of Common Stock at a reverse stock split ratio of 1-for-20 (the “Ratio”) and, contemporaneously with the Reverse Stock Split, a proportionate reduction in the number of authorized shares of Common Stock from 1.5 billion shares of Common Stock to 75.0 million shares (collectively, the “Reverse Stock Split”). The Reverse Stock Split became effective immediately after the close of trading on the NYSE on April 24, 2026 (the “Effective Time”), pursuant to the Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, dated April 24, 2026 (the “Certificate of Amendment”).

The Company’s total stockholders’ equity and the par value for the Common Stock did not change as a result of the Reverse Stock Split. Pursuant to ASC 260, Earnings Per Share, we have retrospectively adjusted, among others, the number of issued and outstanding shares of Common Stock and all earnings per share information in the unaudited condensed consolidated financial statements and related notes in this Quarterly Report for all periods presented, as if the Reverse Stock Split become effective as of the last day of the period presented. Therefore, the impacts related to the Reverse Stock Split are reflected for all periods presented in the unaudited condensed consolidated financial statements in this Quarterly Report.

Holders of Common Stock as of the Effective Time are entitled to receive cash (without interest, and subject to any required tax withholding applicable to a holder) in lieu of the issuance of fractional shares as a result of the Reverse Stock Split, which payments to stockholders are expected to be made following the date of issuance of the unaudited condensed consolidated financial statements in this Quarterly Report. As a result, certain disclosures in these unaudited condensed consolidated financial statements and related notes reflect the estimated impact of the Reverse Stock Split after applying the Ratio to the pre-Reverse Stock Split amount, which may result in such amount presented herein being higher than the final amount following the elimination of fractional shares.

In addition, in connection with the Reverse Stock Split, and pursuant to the terms of the Warrant Agreement, dated as of September 25, 2020 (the “Warrant Agreement”), by and between Aspirational and Continental Stock Transfer & Trust Company, as warrant agent, certain terms of the Company’s issued and outstanding 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 (iii) the stated redemption prices per Warrant being proportionately reduced by the inverse of the Ratio. Such adjustments are reflected in Note 10.

Commitment Letter for $100 million Unsecured Term Loan

On May 10, 2026, the Company entered into a commitment letter, pursuant to which the Lead Lenders committed to provide a $100 million unsecured term loan credit facility (the “Proposed 2026 Term Loan”) to the Company, which is expected to close in the second quarter of 2026. The anticipated maturity date for the Proposed 2026 Term Loan is the earlier of three years after the initial closing date of the Proposed 2026 Term Loan and 91 days prior to the scheduled maturity date under the Credit Agreement. The commitment of the Lead Lenders to provide the Proposed 2026 Term Loan to the Company is subject to the satisfaction or waiver of certain customary conditions, including the conditions precedent to closing specified in the term sheet filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2026, and the delivery of customary closing documentation substantially consistent with the Credit Agreement, as modified by such term sheet.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with our condensed consolidated financial statements and the related notes included in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q for the three months ended ~~September~~March 3031, ~~2025~~2026 (this “Quarterly Report”) and our audited consolidated financial statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 (“Annual Report”). This discussion contains forward-looking statements which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” included in this Quarterly Report for more information. Unless the context otherwise requires, references in this MD&A section to “Wheels Up,” “we,” “us,” “our,” and “the Company” are intended to mean the business and operations of Wheels Up Experience Inc. and its consolidated subsidiaries for all periods ~~discussed~~.

Overview of Our Business

Wheels Up is a leading provider of global on-demand private aviation inthat ~~the U.S. and one of the largest companies in the industry. Wheels Up~~ offers a complete ~~global~~ private aviation solution with a large, diverse aircraft fleet, backed by an uncompromising commitment to safety and service. Our offering is delivered through a mix of our charter solutions and membership ~~programs~~program that strategically utilize our controlled aircraft fleet and global network of safety-vetted charter operators to deliver a greater range of ~~global~~ travel alternatives. In addition, our first-of-its-kind partnership with Delta Air Lines, Inc. (“Delta”) provides our members and customers with a seamless offering across both private and premium commercial travel.

We offer numerous services to our members, customers and industry partners, and generate the majority of our revenue from member and customer flights, whether as part of Wheels Up’s membership program or charter solutions. WeOur ~~generate~~Wheels ~~Membership~~Up ~~revenue~~Signature ~~from~~Membership, ~~fees~~an ~~paid~~evolution ~~for~~enabled ~~Wheels~~by ~~Up’s~~our ~~membership~~fleet ~~program,~~modernization ~~which~~strategy that provides members ~~with~~ access to our ~~large,~~Bombardier ~~diverse~~Challenger ~~controlled~~300 ~~aircraft~~series ~~fleet.~~and WeEmbraer ~~also~~Phenom ~~generate~~300 ~~Other~~series ~~revenue~~aircraft, ~~from~~is ~~primarily~~designed ~~non-member~~to ~~facing~~give ~~activities~~our members flexibility, certainty and ~~services~~premium benefits that ~~complement~~make ~~our~~flying ~~core~~simpler ~~private~~and ~~aviation~~more ~~business,~~rewarding. ~~including,~~Signature ~~but~~Members ~~not~~pay ~~limited~~a ~~to,~~small ~~group~~monthly ~~charter~~fee ~~flights,~~and ~~cargo~~purchase ~~flights~~a ~~and~~fund ~~special~~as ~~missions.~~an ~~Due~~advance to us for the ~~nature~~cost of ~~the~~future flight services ~~that~~and weother ~~provide~~incidental costs, wesuch ~~have~~as ~~determined~~catering ~~that~~and weground ~~operate~~transportation as(a ~~one~~“Membership ~~reportable~~Fund”). ~~segment~~Signature Membership unlocks increased flexibility, allowing our members to choose between the Dynamic Access Plan, which isprovides ~~private~~discounted, ~~aviation~~dynamically-priced ~~services.~~hourly ~~Our~~rates, ~~flight~~and ~~operations~~the ~~are~~Fixed ~~typically~~Access ~~favorably~~Plan, ~~affected~~which byprovides ~~increased~~predictability ~~utilization~~and consistency in hourly rates to private flyers. Our first-of-its-kind partnership with Delta gives our ~~aircraft~~members the opportunity to earn Delta SkyMiles® Diamond Medallion® status based on their qualifying Wheels Up spend and ~~generally~~use ~~higher~~their ~~levels~~Membership ofFund ~~charter~~to ~~activity~~purchase discounted Delta flights and receive other benefits with Delta, in ~~the~~each ~~summer~~case ~~months~~subject to certain terms and ~~close~~conditions. inWe ~~time~~also continue to ~~major~~provide ~~holidays~~Custom Enterprise Solutions to larger corporate customers.

~~Wheels~~For Uptravelers ~~Membership.~~looking ~~In early September 2025, we announced the Wheels Up Signature Membership, an evolution enabled by our fleet modernization strategy that provides members access~~ to ~~our~~pay ~~Bombardier~~as ~~Challenger~~they ~~300 series and Embraer Phenom 300 series aircraft~~go, ~~in addition to our legacy aircraft fleet. The~~ Wheels Up’s ~~Signature~~charter ~~Membership~~solutions isallow ~~designed to give our~~ members ~~flexibility, certainty~~ and ~~premium~~customers ~~benefits~~to ~~that~~book ~~make~~charter ~~flying~~trips ~~simpler~~with ~~and~~no ~~more~~upfront ~~rewarding~~costs. Wheels Up ~~Signature~~offers ~~Members~~options ~~pay~~to asuit ~~small~~virtually ~~monthly~~every ~~fee~~charter ~~and~~need ~~purchase~~through aour ~~fund~~international asnetwork ~~an advance for the cost~~ of ~~future~~trusted ~~flight services and other incidental costs, such as catering and ground transportation (“Membership Funds” and formerly referred to as “Prepaid Blocks”)~~partners. ~~The~~Our ~~Wheels~~charter Upofferings ~~Signature~~customize ~~Membership unlocks increased flexibility, allowing our members to choose between~~ the ~~Dynamic~~member ~~Access Plan, which provides discounted, dynamically priced hourly rates,~~ and ~~the~~customer ~~Fixed~~experience ~~Access~~for ~~Plan,~~short- ~~which provides predictability~~ and ~~consistency~~long-haul inflights ~~hourly~~with ~~rates~~bespoke to private ~~fliers.~~jet ~~Each~~arrangements ~~access~~or ~~plan~~group ~~includes~~charters, ~~guaranteed~~including ~~availability and recovery~~ for ~~flights~~commercial-size incharters ~~the~~with ~~Contiguous~~large ~~U.S.,~~passenger ~~within~~groups ~~225 miles~~ of ~~the~~15 ~~Canada~~or ~~and Mexico borders~~more, ~~and~~sports ~~for select destinations~~teams, ~~such~~global ascorporate ~~the~~events ~~Bahamas~~ and ~~Cabo~~tour ~~San Lucas, Mexico~~operations. ~~Our first-of-its-kind partnership with Delta gives~~ Wheels Up ~~members~~also ~~the~~provides ~~opportunity~~cargo services to ~~earn~~a ~~Delta~~range ~~SkyMiles®~~of ~~Diamond~~clients, ~~Medallion®~~including ~~status~~individuals ~~based~~and ongovernment ~~their~~organizations, ~~qualifying~~via ~~Wheels~~Air UpPartner ~~spend~~Cargo. ~~and~~The ~~use~~Company’s ~~Membership~~charter ~~Funds~~solutions tocomplement ~~purchase~~its ~~discounted~~membership ~~Delta~~program ~~flights~~ and ~~receive~~provide ~~other~~a ~~benefits~~leading ~~with~~solution ~~Delta,~~for inmembers ~~each case subject to certain terms~~ and ~~conditions.~~customers Wewishing ~~also continue~~ to ~~provide~~fly ~~Custom~~globally ~~Enterprise~~through ~~Solutions~~attractive tomarket-based ~~larger~~pricing ~~corporate~~and ~~customers~~personalized alternatives.

We continue to offer and serve members under membership programs related to our legacy aircraft fleets in accordance with their terms. We have provided those existing members with a streamlined on-ramp to the Wheels Up Signature Membership and access to our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft. As we continue to scale those fleets, we expect an increasing percentage of Membership Funds purchased

by prospective and existing members will be for the Wheels Up Signature Membership product versus products focused on our legacy aircraft fleets.

Charter Up. For travelers who are looking to pay as they go, Wheels Up’s charter solutions allow members and customers to book charter trips with no upfront costs. Wheels Up’s charter solutions are a portfolio of global solutions that leverage the capabilities of our domestic and global charter teams. We offer options to suit virtually every charter need through our international network of trusted partners. Our charter offerings customize the member and customer experience for short- or long-haul flights with bespoke private jet arrangements or group charters, including for commercial-size charters with large passenger groups of 15 or more, sports teams, global corporate events and tour operations. Wheels Up’s charter solutions complement Wheels Up’s membership programs and provide a leading solution for members and customers wishing to fly globally through attractive market-based pricing and personalized alternatives.

Our Fleet Modernization Strategy & Progress Update. Wheels Up has one of the largest and most diverse mixes of available aircraft in the industry. We utilize our controlled aircraft fleet to support both Wheels Up’s membership programs and charter flights depending on the specific mission. We maintain a growing global network of safety-vetted charter operators, which must continually satisfy our safety standards for aircraft, crew and operations. Together, our controlled aircraft fleet and global network of third-party charter operators position us to provide our members and customers the ability to select a mode of travel that works for their specific needs.

In the first year since we announced our current fleet modernization strategy, we made substantial progress to advance our transformation, which we expect will result in the transition from the operation of four legacy private jet models — Hawker 400XP and Cessna Citation CJ3, X and Excel/XLS aircraft — to two different private jet models — Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft, while continuing to operate a smaller King Air 350i fleet. We introduced our first Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft into our controlled fleet in November 2024 and April 2025, respectively. By the end of 2025, we expect that approximately 50% of our controlled jet fleet will consist of Bombardier Challenger 300 series and Embraer Phenom 300 series premium aircraft.

As of September 30, 2025, our controlled aircraft fleet consisted of:

Category	Owned	Leased	Total
Premium Jets:
Bombardier Challenger 300/350	3	2	5
Embraer Phenom 300/350	18	1	19
Large Jets:
Gulfstream G-IVSP	—	2	2
Super-Midsize Jets:
Cessna Citation X	—	23	23
Midsize Jets:
Cessna Citation Excel/XLS	9	3	12
Light Jets:
Cessna Citation CJ3	—	2	2
Hawker 400XP	16	4	20
Total Jets	46	37	83
Turboprops(1)	35	—	35
Total Aircraft	81	37	118

To achieve our fleet transition, we expect to engage in strategic acquisitions, dispositions and leases of aircraft as we continue the orderly divestiture of legacy private jet models and scale our premium jet fleets. In the first quarter of 2025, we sold our fleet of owned Cessna Citation X aircraft to an unrelated third-party buyer, entered into leases for a portion of the sold aircraft and amended existing Cessna Citation X leases with the same buyer. In the second quarter of 2025, we retired our legacy Cessna Citation CJ3 fleet from revenue service and expect to return our last leased aircraft of that model to the lessor by the end of 2025. In the third quarter of 2025, we sold seven of our owned Hawker 400 XP aircraft to an unrelated third-party buyer and entered into short-term leases for a portion of the aircraft sold. We believe that our cash and cash equivalents, including cash received from any sales of our owned aircraft, operating cash flows, available borrowings under the Revolving Equipment Notes Facility (as defined below), and the execution of strategic transactions in the future, such as potential acquisitions of private aviation operators, strategic leasing arrangements or additional debt or equity financings, will provide us the flexibility to opportunistically transform our controlled aircraft fleet to achieve our fleet modernization strategy.

Recent Developments

~~Signature~~Commitment ~~Membership~~Letter ~~Launch~~for $100 million Unsecured Term Loan

InOn ~~early~~May ~~September~~10, ~~2025~~2026, wethe ~~launched~~Company entered into a commitment letter, pursuant to which certain of the Company’s existing lenders, Delta, Cox Investment Holdings, LLC (“CIH”) and CK Wheels LLC Up(“CK ~~Signature~~Wheels” ~~Membership~~and, ~~that~~collectively ~~provides~~with ~~our~~Delta ~~members~~and ~~access~~CIH, the “Lead Lenders”), committed to ~~our~~provide ~~Bombardier~~a ~~Challenger~~$100 million ~~300~~unsecured ~~series~~term ~~and~~loan ~~Embraer~~credit ~~Phenom~~facility ~~300~~(the ~~series~~“Proposed ~~aircraft~~2026 Term Loan”) to the Company, inwhich ~~addition~~is expected to ~~our~~close ~~legacy~~in ~~aircraft~~the ~~fleet~~second quarter of 2026. The ~~This~~anticipated ~~latest~~maturity ~~membership~~date ~~program~~for the Proposed 2026 Term Loan is athe ~~direct~~earlier ~~result~~of three years after the initial closing date of the ~~scale~~Proposed we2026 ~~have~~Term ~~built~~Loan and ~~expect~~91 days prior to ~~continue~~the ~~building~~scheduled ~~through~~maturity ~~execution~~date under the Credit Agreement (as defined herein). The commitment of ~~our~~the ~~fleet~~Lead ~~modernization~~Lenders ~~strategy~~to provide the Proposed 2026 Term Loan to the Company is subject to the satisfaction or waiver of certain customary conditions, including the conditions precedent to closing specified in the term sheet filed as Exhibit 99.3 ~~Details~~to ~~about~~the Company’s Current Report on Form 8-K filed with the ~~Wheels~~U.S. Securities Upand ~~Signature~~Exchange ~~Membership~~Commission ~~are~~on ~~included~~May 11, 2026, ~~under~~and the ~~caption~~delivery ~~“Wheels~~of Upcustomary ~~Membership”~~closing ~~above~~documentation substantially consistent with the Credit Agreement, as modified by such term sheet. The Company anticipates that the expected aggregate net proceeds of approximately $100 million (before transaction-related expenses) from the closing of the Proposed 2026 Term Loan will be used for (i) certain working capital and general corporate purposes, (ii) the payment of transaction costs, and (iii) any other items agreed to by the parties in the Proposed 2026 Term Loan definitive documentation. In addition, the Company anticipates that certain conforming amendments to the Credit Agreement will be made to permit the Proposed 2026 Term Loan.

~~Update on~~ Efficiency, Productivity and Cost Reduction Initiatives

We ~~are~~first announced in August 2025 that we were in the process of implementing initiatives that are expected to drive approximately $7050 million in annual cash cost savings following implementation through the efficiency, productivity and overhead cost reduction actions associated with our fleet modernization plan and other actions. ~~over~~In ~~the~~November ~~next~~2025, ~~several~~we ~~quarters.~~increased Weour ~~recently~~estimate ~~identified~~of ~~additional~~the annual cash cost savings ~~opportunities~~from ~~expected~~$50 million to ~~deliver~~$70 anmillion ~~incremental~~due ~~$20 million~~to inadditional ~~annual~~savings ~~cash~~measures ~~cost~~identified. ~~savings~~These onactions ~~top~~are ofongoing ~~our~~and ~~original~~are ~~$50 million~~expected ~~estimate~~to ~~announced~~continue onthrough ~~August 7, 2025~~the second quarter of 2026. We anticipate that we will realize a portion of the expected savings on a rolling basis as actions, including those described below, are taken, with the full impact of the anticipated cost savings expected to be reflected in our financial results beginning in the third quarter of 2026 relative to a second quarter of 2025 baseline.

~~Our~~In ~~efficiency~~the first quarter of 2026, ~~productivity~~we announced the unification of our global private jet sales teams under the Wheels Up brand to provide a single, personalized team to manage private aviation membership, global private charter, group charter and ~~overhead~~flexible private-commercial travel through our first-of-its-kind partnership with Delta. In connection with the implementation of our newly integrated commercial model, we anticipate realizing run-rate net cost ~~reduction~~savings ~~actions~~from ~~are~~expected ~~ongoing~~efficiencies in our sales, marketing, account management, and ~~during~~service delivery organizations, as well as separate back-end platforms and processes. We also continue to implement discrete cost reductions across our organization in areas that do not impact the ~~third~~member ~~quarter~~and ofcustomer ~~2025~~experience, ~~included:~~safety and operational reliability.

~~•rationalizing~~Fleet our maintenance footprint and headcount at our Palm Beach International Airport (Florida) and Teterboro Airport (New Jersey) locations as we continue to transition to Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft that have historically been more operationally reliable than our legacy aircraft fleets; andUpdate

~~•further~~In ~~streamlining~~October 2024, we announced our ~~business~~fleet bymodernization ~~selling~~strategy, ~~three~~the ~~non-core~~goal ~~services~~of ~~businesses~~which -was ~~Baines~~to ~~Simmons~~transition from the operation of our legacy aircraft fleets to premium Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft. Since announcement, ~~Kenyon~~we ~~International~~have ~~Emergency~~made ~~Services~~tremendous progress to scale our premium Challenger and ~~Redline~~Phenom ~~Assured~~fleets, ~~Security~~retire ~~(collectively~~legacy aircraft fleets from revenue service, improve the ~~“Non~~member and customer experience, enhance our operating performance and reliability, and evolve our commercial offerings to fit the needs of individual and business travelers. In April 2026, we completed our fleet modernization strategy approximately 18 months ahead of our original goal upon retiring our remaining legacy jet aircraft -~~Core~~ ~~Services~~our ~~Businesses”)~~Cessna Citation X and Hawker 400XP fleets - from revenue service. As of the date of this Quarterly Report, we have shifted our on-fleet jet operations to anour ~~unrelated~~premium ~~third~~Bombardier ~~party~~Challenger 300 and Embraer Phenom 300 series jet aircraft. We are now fully focused on scaling our premium jet fleets, which we expect to nearly double between the end of 2025 and 2026.

We are also in the process of unifying the Wheels Up and Air Partner brands and commercial teams, with the intent to deliver personalized service and customer engagement across our offerings. As we work to integrate the Wheels Up and Air Partner sales teams in the coming months, we anticipate a shift to a “trusted advisor” model selling tailored aviation solutions across our membership program, global charter and hybrid travel connected to Delta.35

36As of March 31, 2026, our controlled aircraft fleet consisted of:

At-the-Market Common Stock Offering Program


Category	Owned	Leased	Total
Premium Jets:
Bombardier Challenger 300/350	3	7	10
Embraer Phenom 300/350	14	12	26
Total Premium Jets:	17	19	36
Large Jets:
Gulfstream G-IVSP(1)	—	2	2
Super-Midsize Jets:
Cessna Citation X(2)	—	19	19


Light Jets:

Hawker 400XP(2)	12	4	16
Total Jets	29	44	73
Turboprops(2)(3)	26	—	26
Total Aircraft	55	44	99

On August 29, 2025, we entered into an ATM Equity OfferingSM Sales Agreement (the “ATM Sales Agreement”) with BofA Securities, Inc. and Jefferies LLC (each, a “Sales Agent” and together, the “Sales Agents”), pursuant to which we may sell, from time to time, up to an aggregate sales price of $50.0 million of our Class A common stock, $0.0001 par value per share (“Common Stock”), through the Sales Agents (the “ATM Program”). This Quarterly Report is not an offer to sell or the solicitation of any offer to buy shares of Common Stock under the ATM Program, nor shall there be an offer, solicitation or sale of such shares of Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.__________

~~Key~~(1) Gulfstream ~~Investor Lock~~G-UpIVSP ~~Extension~~aircraft support special missions contracts and do not operate regular member and charter customer flights.

~~On September 21, 2025~~ (the “Amendment Date”), we entered into Amendment No. 3 to Investment and Investor Rights Agreement (the “Third Investor Rights Agreement Amendment”), with each of Delta, CK Wheels LLC (“CK Wheels”), Cox Investment Holdings, LLC (“CIH” and, collectively with Delta and CK Wheels, the “Lead Investors”), and each of Kore Air LLC, Pandora Select Partners, L.P., Whitebox GT Fund, LP, Whitebox Multi-Strategy Partners, L.P., Whitebox Relative Value Partners, L.P. (collectively, the “Additional Investors” and, collectively with the Lead Investors, the “Investors”), to amend and extend, among others, certain transfer restrictions set forth in the Investor Rights Agreement, dated September 20, 2023, by and among, us and the Investors (as amended by Amendment No. 1 thereto, dated as of November 15, 2023, as further amended by Amendment No. 2 ~~thereto, dated as of September 22, 2024, as further amended by the Third Investor Rights Agreement Amendment, and the joinders to such agreement, collectively, the “Investor Rights Agreement”~~). In ~~Pursuant~~April to the Third Investor Rights Agreement Amendment: (i) the Lead Investors agreed to extend the lock-up restriction applicable to all of their shares of Common Stock issued pursuant to the Investor Rights Agreement (“Investor Shares”) through May 22, 2026 ~~(the “Extended Lock-Up Expiration”)~~, ~~subject~~we toretired ~~limited~~our ~~exceptions~~Cessna ~~for transfers to Permitted Transferees (as defined in the Investor Rights Agreement); and (ii) the Additional Investors agreed to extend the lock-up restriction with respect to 29% of their Investor~~Citation ~~Shares through January 2~~X, ~~2026, subject to limited exceptions for transfers to Permitted Transferees; provided, that any transfers or sales of Investor~~Hawker ~~Shares~~400XP ~~held by the Additional Investors after the Amendment Date~~ and ~~until~~turboprop ~~the~~aircraft ~~Extended~~from ~~Lock-Up~~revenue ~~Expiration~~service. ~~may~~We ~~not~~intend ~~occur during specified periods, are subject~~ to ~~certain~~sell ~~volume~~or ~~limitations~~return ~~and~~such ~~may~~aircraft ~~not be at a price less than the minimum price per share, in each case as specified in the Third Investor Rights Agreement Amendment. Pursuant~~ to ~~the~~their ~~Third Investor Rights Agreement Amendment, approximately 86~~lessors.~~4% and 83.6% of our outstanding shares of Common Stock as of the Amendment Date will remain subject to a lock-up restriction until January 2, 2026 and May 22, 2026, respectively.~~

~~On the Amendment Date, the holders that collectively beneficially own in excess of 66.67% of the Registrable Securities~~ (as3) Consists ~~defined in the Registration Rights Agreement, dated as~~ of ~~September~~Beechcraft ~~20, 2023, by~~ and ~~among~~Textron ~~the~~King ~~Company~~Air ~~and~~350i ~~the~~turboprop equity holders set forth on Schedule 1 thereto) extended the deadline by which we must file an initial shelf registration statement to register the Investor Shares under the Securities Act of 1933, as amended, to May 22, 2026aircraft.

~~Extension~~Commercial ~~of Revolving Credit Facility Availability Period~~Update

AsWe ~~previously~~continue ~~announced,~~to wesee ~~entered~~success ~~into~~with ~~Amendment~~sales ~~No.~~of 3Wheels toUp ~~Credit~~Signature ~~Agreement~~Membership, ~~dated~~which ~~April~~we launched in September ~~30,~~ 2025, ~~(the~~to ~~“Third~~new ~~Credit~~customers ~~Agreement~~and ~~Amendment”)~~existing members, byalongside growth in our Custom Enterprise Solutions for corporate customers and ~~among~~charter offerings. As of the ~~Company,~~date asof ~~borrower~~this Quarterly Report, ~~the~~we ~~other~~have ~~Loan~~sold ~~Parties~~more ~~(as~~than ~~defined~~800 Signature ~~herein)~~Memberships ~~party~~to ~~thereto,~~new asand ~~guarantors,~~existing ~~Delta~~members and ~~the~~Signature ~~Agent~~Members ~~(as~~now ~~defined~~comprise ~~herein),~~approximately ~~pursuant~~one-third toof ~~which~~our ~~Delta~~total ~~extended~~membership base. In addition, the ~~period~~average ~~during~~Membership ~~which~~Fund size grew 33% year-over-year in the ~~$100~~first quarter of 2026.~~0 million~~ This ~~Revolving~~success, ~~Credit~~paired ~~Facility~~with ~~(as~~continued ~~defined~~expansion ~~herein)~~of isour ~~available~~premium toChallenger beand ~~drawn~~Phenom fleets, led us to ~~September~~discontinue our legacy membership options for new customers in January 2026 and existing members on March 2031, 2026. We Asbelieve ofthat ~~each~~concentrating our sales and service efforts on growth of ~~September 30,~~our ~~2025~~Signature Membership focused on our premium Challenger and ~~the~~Phenom ~~date~~fleets is aligned with our goal of profitable growth. We also believe that this ~~Quarterly~~evolution ~~Report,~~aligns nowith ~~amounts~~our ~~were~~newly ~~outstanding~~integrated ~~under~~commercial ~~the~~model ~~Revolving~~and ~~Credit~~commitment ~~Facility~~to providing elevated customer experiences.

Share Repurchase Program

As previously announced, on April 30, 2025, our Board of Directors (the “Board”) approved the repurchase by Wheels Up from time to time of up to $10.0 million of shares of Common Stock (the “Share Repurchase Program”). Repurchases of shares of Common Stock by us may be made from time to time at management's discretion using a variety of methods, including open market purchases or other privately negotiated transactions. The Share Repurchase Program has no expiration date, but may be suspended or discontinued at any time in the Board’s discretion.

Non-GAAP Financial Measures

In addition to our results of operations below, we report certain key financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures are in addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to any performance measures derived in accordance with GAAP. We believe that these non-GAAP financial measures provide useful supplemental information to investors about Wheels Up. However, there are certain limitations related to the use of these non-GAAP financial measures and their nearest GAAP measures, including that they exclude significant expenses that are required to be recorded in Wheels Up’s financial measures under GAAP. Other companies may calculate non-GAAP financial measures differently or may use other measures to calculate their financial performance, and therefore, our non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies. Accordingly, you are cautioned not to place undue reliance on this information.

Adjusted EBITDA and Adjusted EBITDAR

We calculate Adjusted EBITDA as Net income (loss) adjusted for (i) Interest income (expense), (ii) Income tax expense, (iii) Depreciation and amortization, (iv) Equity-based compensation expense, ~~(v) Acquisition~~ and ~~integration related expenses and~~ (viv) other items not indicative of our ongoing operating performance, including but not limited to, restructuring and integration-related charges. We calculate Adjusted EBITDAR as Adjusted EBITDA, as further adjusted for aircraft lease costs. We include Adjusted EBITDA and Adjusted EBITDAR as supplemental measures for assessing operating performance and for the following:

•To be used in conjunction with bonus program target achievement determinations, strategic internal planning, annual budgeting, allocating resources and making operating decisions; and

•To provide useful information for historical period-to-period comparisons of our business, as each measure removes the effect of certain non-cash expenses and other items not indicative of our ongoing operating performance.

Adjusted EBITDAR is included as a supplemental measure, because we believe it provides an alternate presentation to adjust for the effects of financing in general and the accounting effects of capital spending and acquisitions of aircraft, which may be acquired outright, acquired subject to acquisition debt, including under the Revolving Equipment Notes Facility (as defined herein), by capital lease or by operating lease, each of which may vary significantly between periods and results in a different accounting presentation.

38The following table reconciles each of Adjusted EBITDA and Adjusted EBITDAR to Net loss, which is the most directly comparable GAAP measure (in thousands):

The following table reconciles Adjusted EBITDA and Adjusted EBITDAR to Net loss, which is the most directly comparable GAAP measure (in thousands):


	Three Months Ended March 31,
		2026		2025
Net loss		$	(82,958)	$	(99,313)
Add back (deduct):
Interest expense		25,307		19,880
Interest income		(242)		(1,148)
Income tax expense		509		78
Other expense (income), net		11		(301)
Depreciation and amortization		11,714		20,210


Loss (gain) loss on disposal of assets, net		117		(3,289)
Equity-based compensation expense		11,388		12,661
Integration and transformation expense(1)		494		1,183
Fleet modernization expense(2)		—		5,147


Legacy fleet retirement(3)		4,984		—

Other(4)		613		20,742
Adjusted EBITDA		$	(28,063)	$	(24,150)
Aircraft lease costs(5)		9,762		5,358
Adjusted EBITDAR		$	(18,301)	$	(18,792)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net loss	$	(83,730)	$	(57,731)	$	(265,342)	$	(252,097)
Add back (deduct):
Interest expense	23,510		16,041		65,474		47,263
Interest income	(631)		(907)		(2,615)		(1,248)
Income tax expense	1,332		405		2,369		732
Other (income) expense, net	(4)		149		165		499
Depreciation and amortization	13,926		12,484		47,626		43,472
Change in fair value of warrant liability	—		(107)		—		(9)
Gain on divestiture	(1,833)		—		(1,833)		(3,403)
(Gain) loss on disposal of assets, net	(480)		(70)		(3,749)		1,757
Equity-based compensation expense	12,499		7,885		33,455		33,364
Integration and transformation expense(1)	2,866		—		4,232		—
Fleet modernization expense(2)	8,697		—		21,816		—
Restructuring charges(3)	—		970		—		7,485
Atlanta Member Operations Center set-up expense(4)	—		—		—		3,481
Certificate consolidation expense(5)	—		1,143		—		5,955
Other(6)	624		(244)		21,991		6,183
Adjusted EBITDA	$	(23,224)	$	(19,982)	$	(76,411)	$	(106,566)
Aircraft lease costs(7)	3,573		8,387		12,849		25,127
Adjusted EBITDAR	$	(19,651)	$	(11,595)	$	(63,562)	$	(81,439)

__________________

(1)Consists of expenses associated with the Company’s global integration efforts, including charges for employee separation programs and third-party advisor costs.

(2)Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy, as well as certain cash and non-cash costs incurred associated with exiting legacy private jet models.

(3)Includes ~~charges~~expenses ~~for~~related ~~contract~~to ~~termination~~the ~~fees~~retirement ~~and~~of ~~employee~~our ~~separation~~legacy ~~programs~~aircraft as part of our ~~cost~~fleet ~~reduction~~transition and ~~strategic~~efficiency ~~business~~and cost reduction initiatives.

(4)Consists of expenses associated with establishing our Member Operations Center located in the Atlanta, Georgia area (“Atlanta Member Operations Center”) and its operations primarily including redundant operating expenses during the transition period, relocation expenses for employees and costs associated with onboarding new employees. The Atlanta Member Operations Center began operating on May 15, 2023.37

(54)~~Consists~~For ofthe ~~expenses~~three ~~incurred~~months toended ~~execute~~March ~~the~~31, ~~consolidation~~2026, primarily consists of on-going lease costs for our Uformer New York City corporate office space, which we vacated during the first quarter of 2025.S. ~~Federal~~For ~~Aviation~~the ~~Administration~~three ~~(“FAA”)~~months ~~operating~~ended ~~certificates~~March 31, 2025, primarily ~~related~~includes toa ~~pilot~~one-time ~~training~~$20.2 million ~~and~~non-cash ~~retention~~pre-tax ~~programs,~~right-of-use ~~and~~asset ~~consultancy~~impairment ~~fees~~charge associated with ~~planning~~our ~~and~~former ~~implementing~~New ~~the~~York ~~consolidation~~City ~~process~~corporate office space.

(65)~~For~~Aircraft the nine months ended September 30, 2025, primarily includes a one-time $20.2 million non-cash pre-tax right-of-use asset impairment charge associated with vacating our former New York City corporate office space for a smaller, centralized location and related on-going lease costs ~~for~~are ~~the~~reflected ~~vacated space while we seek a sublease tenant. For the three and nine months ended September 30, 2024, includes (i) collections of certain aged receivables which were added back to Net loss~~ in ~~the~~Cost ~~reconciliation presented for the twelve months ended December 31, 2022, (ii) reserves and/or write-off~~ of ~~certain~~revenue ~~aged receivables associated with the aircraft management business which was divested~~ on ~~September 30, 2023, (iii) expenses associated with litigation matters and (iv) amounts reserved during~~ the ~~second~~condensed ~~quarter~~consolidated ofstatement ~~2024 related to Parts and supplies inventory deemed in excess after revision~~ of ~~future~~operations ~~business~~for ~~needs~~the ~~associated~~applicable ~~with strategic business initiatives~~period.

(7)Aircraft lease costs are reflected in Cost of revenue on the condensed consolidated statement of operations for the applicable period.

Adjusted Contribution and Adjusted Contribution Margin

We calculate Adjusted Contribution as Gross profit (loss) excluding Depreciation and amortization and adjusted further for equity-based compensation included in Cost of revenue and other items included in Cost of revenue that are not indicative of our ongoing operating performance. Adjusted Contribution Margin is calculated by dividing Adjusted Contribution by total ~~revenue~~Revenue. We include Adjusted Contribution and Adjusted Contribution Margin as supplemental measures for assessing operating performance and for the following:

•To be used to understand our ability to achieve profitability over time through scale and leveraging costs; and

•To provide useful information for historical period-to-period comparisons of our business and to identify trends.

The following table reconciles Adjusted Contribution to Gross ~~profit (~~loss), which is the most directly comparable GAAP measure (in thousands, except percentages):

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Revenue	$	~~185~~168,~~486~~922	$	~~193~~177,~~903~~530	$	~~552,653~~	$	~~587,289~~
Less: Cost of revenue	(~~172~~159,~~878~~196)		(~~166~~158,~~859~~424)		~~(505,257)~~		~~(556,809)~~
Less: Depreciation and amortization	(1311,~~926~~714)		(1220,~~484~~210)		~~(47,626)~~		~~(43,472)~~
Gross profit (loss)	(1,318)		14,560		(230)		(12,992)
Gross loss	(1,988)		(1,104)
Gross margin	(01.72)%		7(0.56)%		—%		~~(2.2)%~~
Add back (deduct):
Depreciation and amortization	1311,~~926~~714		1220,~~484~~210		~~47,626~~		~~43,472~~
Equity-based compensation expense in Cost of revenue	2450		~~535~~78		~~202~~		~~2,097~~
Integration and transformation expense in Cost of revenue(1)	~~2,523~~15		—363		~~2,886~~		—
Fleet modernization expense in Cost of revenue(2)	~~8,681~~—		—3,057		~~19,463~~		—
Restructuring charges in Cost of revenue(3)	—		172		—		3,875
Legacy fleet retirement(3)	4,984		—
Atlanta Member Operations Center set-up expense in Cost of revenue(4)	—		—		—		1,860
Other in Cost of revenue(4)	—		(163)
Certificate consolidation expense in Cost of revenue(5)	—		1,032		—		4,503
Adjusted Contribution	$	14,775	$	22,441
Other in Cost of revenue(6)	(336)		(25)		(936)		3,256
Adjusted Contribution Margin	8.7%		12.6%
Adjusted Contribution	$	23,500	$	28,758	$	69,011	$	46,071
Adjusted Contribution Margin	12.7%		14.8%		12.5%		7.8%

__________________

(1)Consists of expenses associated with the Company’s global integration efforts including charges for employee separation programs.

(3)~~Primarily~~Includes ~~includes~~expenses ~~charges~~related ~~for~~to ~~employee~~the ~~separation~~retirement ~~programs~~of our legacy aircraft as part of our ~~ongoing~~fleet ~~cost~~transition ~~reduction~~and efficiency and ~~strategic~~cost ~~business~~reduction initiatives.

(4)Consists of ~~expenses~~amounts ~~associated~~recovered ~~with~~on ~~establishing~~Parts ~~the Atlanta Member Operations Center~~ and ~~its~~supplies ~~operations~~inventory ~~primarily~~reserved ~~including redundant operating expenses~~ during ~~the~~prior ~~transition~~periods ~~period,~~related ~~relocation~~to ~~expenses~~Parts ~~for employees~~ and ~~costs~~supplies ~~associated~~inventory ~~with~~deemed ~~onboarding~~in ~~new~~excess ~~employees.~~after ~~The~~revision ~~Atlanta~~of ~~Member~~future ~~Operations~~business ~~Center~~needs ~~began~~associated ~~operating~~with onstrategic ~~May~~business 15initiatives, ~~2023~~including fleet modernization.

(5)Consists of expenses incurred to execute the consolidation of our FAA operating certificates, primarily including pilot training and retention programs and consultancy fees associated with planning and implementing the consolidation process.38

(6)Consists of amounts recovered on Parts and supplies inventory reserved during prior periods related to Parts and supplies inventory deemed in excess after revision of future business needs associated with strategic business initiatives, including fleet modernization.

Key Operating Metrics

In addition to financial measures, we regularly review certain key operating metrics to evaluate our business, determine the allocation of resources and make decisions regarding business strategies. We believe that these metrics can be useful for understanding the underlying trends in our business.

The following table summarizes our key operating metrics:

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025			2024			% Change
	2026			2025			% Change
Total Gross Bookings(1)	$	~~266~~267,~~627~~167		$	~~255~~241,~~102~~902		510	%
Private Jet Gross Bookings(1)	$	~~209~~193,~~695~~159		$	~~204~~205,~~289~~293		3(6)	%
Live Flight Legs	117,~~593~~793			1210,~~776~~895			(928)	%
Private Jet Gross Bookings per Live Flight Leg	$	1824,~~088~~786		$	1518,~~990~~843		1332	%
Utility(2)	4337.16			38.1			13(1)	%
Completion Rate	9998.9		%	9896.9		%	12 pp
On-Time Performance (D-60)	89		%	85		%	4 pp
On-Time Performance (A-30)	82.7		%	74.3		%	8 pp
	Nine Months Ended September 30,
On-Time Performance (D-60)	91.8		%	85.9		%	6 pp
	2025			2024			% Change
3+ Hour Delay Rate	2.0		%	5.0		%	(3) pp
Total Gross Bookings(1)	$	770,477		$	729,965		6	%
Private Jet Gross Bookings(1)	$	623,314		$	597,738		4	%
Live Flight Legs	34,459			37,385			(8)	%
Private Jet Gross Bookings per Live Flight Leg	$	18,089		$	15,989		13	%

__________________

(1) Amount shown in thousands.

(2) For the three months ended ~~September~~March 3031, ~~2025~~ 2026, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 5647.6, 5356.1 and 4029.2 hours, respectively. We ~~did~~For ~~not~~the ~~have~~three ~~any~~months ended March 31, 2025, Utility for the Embraer Phenom 300 series, or Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet ~~during~~were ~~the three months ended September 30~~34.5, ~~2024,~~11.0 and ~~Utility~~36.3 ~~for~~hours, ~~that period reflects the legacy fleet aircraft that we operated during that period~~respectively.

Definitions of our key operating metrics are below. From time to time, we may adjust the definitions and calculations of our key operating metrics to reflect changes in our business or new data types, or to improve the accuracy and usefulness of such metrics. Our calculation of our key operating metrics may not be comparable to similarly titled measures reported by other companies.

Total Gross Bookings and Private Jet Gross Bookings

We define Total Gross Bookings as the total gross spend by our members and customers on all private jet flight services under our membership program and charter offerings, all group charter flights, which are charter flights with 15 or more passengers (“Group Charter Flights”), and all cargo flight services (“Cargo Services”). We believe Total Gross Bookings provides useful information about the scale of the overall global aviation solutions that we provide our members and customers.

We define Private Jet Gross Bookings as the total gross spend by our members and customers on all private jet flight services under our membership program and charter offerings (excluding Group Charter Flights and Cargo Services). We believe Private Jet Gross Bookings provides useful information about the aggregate amount our members and customers spend with Wheels Up versus our competitors.

4139

~~Services). We~~For ~~believe~~each ~~Private~~of ~~Jet~~Total Gross Bookings ~~provides~~and ~~useful~~Private ~~information~~Jet ~~about~~Gross Bookings, the ~~aggregate~~total ~~amount~~gross spend by our members and customers ~~spend~~is ~~with~~the ~~Wheels~~amount Upinvoiced ~~versus~~to the member or customer and includes the cost of the flight and related services, such as catering, ground transportation, certain taxes, fees and surcharges. We use Total Gross Bookings and Private Jet Gross Bookings for historical period-to-period comparisons of our business and to identify trends, including relative to our competitors.

For each of Total Gross Bookings and Private Jet Gross Bookings, the total gross spend by our members and customers is the amount invoiced to the member or customer and includes the cost of the flight and related services, such as catering, ground transportation, certain taxes, fees and surcharges. We use Total Gross Bookings and Private Jet Gross Bookings to provide useful information for historical period-to-period comparisons of our business and to identify trends, including relative to our competitors. Our calculation of Total Gross Bookings and Private Jet Gross Bookings may not be comparable to similarly titled measures reported by other companies.

Live Flight Legs

We define Live Flight Legs as the number of completed one-way revenue generating private jet flight legs in the applicable period, excluding empty repositioning legs, ~~and~~Group ~~owner~~Charter ~~legs~~Flights ~~related~~and toCargo ~~aircraft under management~~Services. We believe Live Flight Legs is a useful metric to measure the scale and usage of our platform, and our ability to generate Flight revenue.

Private Jet Gross Bookings per Live Flight Leg

We use Private Jet Gross Bookings per Live Flight Leg to measure the average gross spend by our members and customers on all private jet flight services under our membership program and charter offerings ~~(excluding Group Charter Flights and Cargo Services)~~ for each Live Flight Leg.

Utility

We define Utility for the applicable period as the total revenue generating flight hours flown on our controlled aircraft fleet, excluding empty repositioning legs, divided by the monthly average number of available aircraft in our controlled aircraft fleet. Utility is expressed as a monthly average. We measure the revenue generating flight hours for a given flight on our controlled aircraft as the actual flight time from takeoff to landing. We determine the number of aircraft in our controlled aircraft fleet available for revenue generating flights at the end of the applicable month and exclude aircraft then classified as held for sale. We use Utility to measure the efficiency of our operations, our ability to generate a return on our assets and the impact of our fleet modernization strategy.

Completion Rate

We define Completion Rate as the percentage of total scheduled flights operated and completed, excluding customer-initiated flight cancellations.

On-Time Performance (A-30)

We define On-Time Performance (A-30) as the percentage of total flights flown that arrived within 30 minutes of the scheduled time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.

On-Time Performance (D-60)

We define On-Time Performance (D-60) as the percentage of total flights flown that departed within 60 minutes of the scheduled time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.

~~Beginning~~3+ ~~with~~Hour ~~the~~Delay ~~Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, we changed the presentation of Completion~~ Rate and On-Time Performance (D-60) to include wholesale flights, which we believe better aligns those metrics to information that we use internally to evaluate our operations and reported Live Flight Legs, which includes wholesale flights. Completion Rate and On-Time Performance (D-60) for the three and nine months ended September 30, 2025 and 2024 reported in the table above includes wholesale flights, which were previously excluded from such metrics in the Company’s filings with the SEC beginning with the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024 through and including our Annual Report. Completion Rate and On-Time Performance (D-60) reported in the Company’s previously filed Quarterly Report on Form 10-Q for the three months ended September 30, 2024, which excluded wholesale flight activity, were 98% and 82%, respectively.

42We define 3+ Hour Delay Rate as the percentage of total flights flown that were impacted by a departure delay of longer than three hours after the scheduled departure time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.

Results of Operations

Results of Operations for the Three Months Ended ~~September~~March 3031, ~~2025~~2026 Compared to the Three Months Ended ~~September~~March 3031, ~~2024~~2025

The following table sets forth our results of operations for each of the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 (in thousands):

	Three Months Ended September 30,				Change in
	Three Months Ended March 31,				Change in
	2025		2024		$		%
	2026		2025		$		%
Revenue	$	~~185~~168,~~486~~922	$	~~193~~177,~~903~~530	$	(8,~~417~~608)	(45)	%
Costs and expenses:
Cost of revenue (exclusive of items shown separately below)	~~172~~159,~~878~~196		~~166~~158,~~859~~424		~~6,019~~772		4—	%
Technology and development	108,~~170~~739		910,~~594~~524		~~576~~(1,785)		6(17)	%
Sales and marketing	22,~~084~~183		2022,~~029~~161		~~2,055~~22		10—	%
General and administrative	3126,~~982~~837		2756,~~058~~817		4(29,~~924~~980)		18(53)	%
Depreciation and amortization	1311,~~926~~714		1220,~~484~~210		1(8,~~442~~496)		12(42)	%
Gain on sale of aircraft	(3,737)		(190)		(3,547)		n/m
Gain on sale of aircraft held for sale	(2,508)		(6,551)		4,043		n/m
(Gain) loss on disposal of assets, net	(480)		(70)		(410)		n/m
Loss (gain) on disposal of assets, net	117		(3,289)		3,406		n/m
Total costs and expenses	~~246~~226,~~823~~278		~~235~~258,~~764~~296		11(32,~~059~~018)		5(12)	%
Loss from operations	(6157,~~337~~356)		(4180,~~861~~766)		~~(19~~23,~~476)~~410		~~(47)~~29	%
Other income (expense)
Other (expense) income
Gain on divestiture	1,833		—		1,833		n/m
Loss on extinguishment of debt	(17)		(38)		21		n/m
Loss on extinguishment of debt	(19)		(289)		270		n/m
Interest income	242		1,148		(906)		(79)	%
Change in fair value of warrant liability	—		107		(107)		n/m
Interest expense	(25,307)		(19,880)		(5,427)		27	%
Interest income	631		907		(276)		(30)	%
Other (expense) income, net	(11)		301		(312)		n/m
Interest expense	(23,510)		(16,041)		(7,469)		47	%
Total other (expense) income	(25,093)		(18,469)		(6,624)		36	%
Other income (expense), net	4		(149)		153		n/m
Loss before income taxes	(82,449)		(99,235)		16,786		17	%
Total other income (expense)	(21,061)		(15,465)		(5,596)		36	%
Income tax expense	(509)		(78)		(431)		n/m
Loss before income taxes	(82,398)		(57,326)		(25,072)		(44)	%
Net loss	(82,958)		(99,313)		16,355		16	%
Income tax expense	(1,332)		(405)		(927)		n/m
Net loss	(83,730)		(57,731)		(25,999)		(45)	%
Less: Net loss attributable to non-controlling interests	—		—		—		—	%
Net loss attributable to Wheels Up Experience Inc.	$	(8382,~~730~~958)	$	(5799,~~731~~313)	$	~~(25~~16,~~999)~~355	~~(45)~~16	%

__________________

n/m Not meaningful

4341

Revenue

Revenue decreased for the three months ended ~~September~~March 3031, ~~2025~~2026 compared to the three months ended ~~September~~March 3031, ~~2024~~2025, as follows (in thousands).

	Three Months Ended September 30,				Change in
	Three Months Ended March 31,				Change in
	2025		2024		$		%
	2026		2025		$		%
Membership	$	6,~~313~~018	$	139,~~231~~189	$	(63,~~918~~171)	(5235)	%
Flight	~~155~~143,~~169~~538		~~155~~147,~~355~~568		(~~186~~4,030)		(~~0.1~~3)	%
Other	2419,~~004~~366		2520,~~317~~773		(1,~~313~~407)		(57)	%
Total	$	~~185~~168,~~486~~922	$	~~193~~177,~~903~~530	$	(8,~~417~~608)	(45)	%

The decrease in Membership revenue was primarily driven by a decrease in members year-over-year due largely to streamlining our membership offering and shifting less frequent ~~fliers~~flyers to our charter offerings.

The marginal decrease in Flight revenue was ~~relatively~~primarily ~~flat~~driven ~~year-over-year,~~by asa ~~the~~ $1442.40 million reduction attributable to a 928% decrease in Live Flight Legs year-over-year which was substantially offset by a $1438.20 million increase attributable to a 1036% increase in Flight revenue per Live Flight Leg. asThis was a result of a greater mix of flights on larger cabin and premium jets generally associated with higher hourly rates.

The decrease in Other revenue was primarily attributable to the absence of $15.41 million in services revenue following the divestiture of ~~residual~~certain ~~aircraft~~non-core ~~management~~services ~~revenue.~~businesses Wein ~~divested~~the third quarter of 2025 (see Note 5, Acquisition and Divestitures in the ~~aircraft~~Notes ~~management~~to ~~business~~Financial onStatements ~~September~~in 30Part II, ~~2023~~Item 8 “Financial Statements and Supplementary Data” in our Annual Report) and the absence of $1.7 million in ground services revenue due to the sale of our fixed-base operator activities in the first quarter of 2025. These decreases were partially offset by an increase of $5.3 million in group charter-related revenue associated with multiple geopolitical events in the first quarter of 2026, which increased demand.

Cost of Revenue

Cost of revenue ~~increased~~was byrelatively ~~$6.0~~flat ~~million, or 4%,~~ for the three months ended ~~September~~March 3031, ~~2025~~2026 compared to the three months ended ~~September~~March 3031, ~~2024~~2025. The marginal increase was primarily driven by a $1122.36 million ~~increase~~rise in third -party operator spend, ~~$8.7~~due ~~million~~to ofour ~~one-time~~decision ~~expenses related~~ to ~~certain~~strategically ~~costs~~shift ~~incurred~~a ~~associated~~greater ~~with~~number ~~exiting~~of ~~legacy~~flights ~~private~~to ~~jet~~third-party ~~models,~~operators ~~$2.4~~as ~~million~~we ofscale ~~headcount~~down ~~reduction costs aligned with~~ our ~~cost~~legacy ~~savings~~controlled ~~initiatives~~fleet ~~implemented~~as inpart ~~the third quarter~~ of ~~2025~~our ~~and~~fleet transition, a $25.30 million increase in ~~non-cash~~reserves ~~charges related to the reserve~~ for ~~certain~~ parts inventory ~~deemed~~associated ~~obsolete~~with orretiring inlegacy ~~excess~~controlled ofaircraft ~~forecasted~~and ~~demand~~a ~~for~~$4.4 million increase in aircraft ~~maintenance~~lease costs. ~~The~~These increases were partially offset by a $422.83 million decrease in ~~aircraft~~compensation ~~lease~~expense ~~costs,~~due ~~and~~to headcount reductions as a ~~$3.5~~result ~~million~~of ~~reduction~~our inpreviously-announced ~~fuel~~efficiency and cost ~~and~~reduction initiatives, an $28.0 million ~~reduction~~decrease in ~~pilot~~fuel ~~travel~~ costs, ~~both~~and ~~driven~~airport byfees primarily due to lower ~~flight~~Live ~~activity~~Flight Legs on our controlled ~~fleet,~~aircraft and ~~the~~a ~~absence of~~ $1.0 .9 million decrease in ~~FAA~~maintenance ~~certificate~~expense ~~consolidation-related~~attributable ~~expenses~~to ~~incurred~~lower inrates ~~the~~on ~~third~~engine ~~quarter~~programs offor ~~2024.~~our premium jet fleets versus legacy fleets.

Adjusted Contribution Margin decreased 210 basis points for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily attributable to the realization of cost savings as a result of restructuring actions taken during fiscal year 2024 and other discrete cost and operational efficiency measures. See “Non-GAAP Financial Measures” above for a definition of Adjusted Contribution Margin, information regarding our use of Adjusted Contribution Margin and a reconciliation of Gross profit and Adjusted Contribution to Revenue.

Other Operating Expenses

Technology and Development

Technology and development expenses ~~increased~~decreased by $01.68 million, or 617%, for the three months ended ~~September~~March 3031, ~~2025~~2026 compared to the three months ended ~~September~~March 3031, ~~2024,~~2025. ~~primarily~~The ~~attributable~~decrease towas aprimarily ~~higher~~driven ~~mix~~by ofa ~~costs~~$2.3 ~~expensed~~million reduction in ~~the~~employee ~~period~~compensation ~~that~~and ~~were~~allocable ~~not~~costs ~~eligible~~due ~~for~~to ~~capitalization,~~reduced ~~which~~headcount ~~resulted~~and in a $10.39 million ~~increase~~decrease in ~~expenses~~enterprise ~~during~~software ~~the~~and ~~period~~other IT-related spend, in each case as a result of our previously-announced efficiency and cost reduction initiatives. ~~The~~These ~~increase~~decreases ~~was~~were partially offset by a ~~net~~ $1.14 million ~~decrease~~increase in ~~enterprise~~expenses ~~software~~driven ~~and~~by ~~other~~lower ~~IT-related~~capitalization ~~spend~~of expenses as a result of ~~cost~~reduced headcount and ~~operational~~consultant ~~efficiency actions~~spend.

4442

Sales and Marketing

Sales and marketing ~~expenses~~expense ~~increased~~was byrelatively ~~$2.1~~flat ~~million, or 10%,~~ for the three months ended ~~September~~March 3031, ~~2025~~2026, compared to the three months ended ~~September~~March 3031, ~~2024~~2025, ~~primarily~~largely ~~attributable~~due to acost ~~$0.9~~controls ~~million~~implemented ~~increase~~as inpart ~~employee~~of ~~compensation~~our ~~and~~previously-announced ~~allocable~~efficiency ~~costs due to increased headcount~~ and acost ~~$0.9~~reduction ~~million increase in events-related spend~~initiatives.

General and Administrative

General and administrative expenses ~~increased~~decreased by $430.90 million, or 1853%, for the three months ended ~~September~~March 3031, ~~2025~~2026 compared to the three months ended ~~September~~March 3031, ~~2024,~~2025. ~~attributable~~The todecrease was primarily driven by the absence of a $420.82 million ~~increase~~right-of-use asset impairment recorded in ~~equity-based~~the ~~compensation~~first ~~expense~~quarter ~~related~~of to2025 ~~the~~associated ~~Executive~~with ~~Performance~~vacating ~~Awards~~our former New York City corporate office space and ~~RSUs~~a ~~(each~~$9.6 million reduction in employee compensation and allocable costs as ~~defined~~a inresult ~~Note~~of ~~10)~~reduced headcount as a result of our previously-announced efficiency and cost reduction initiatives.

Depreciation and Amortization

Depreciation and amortization expenses ~~increased~~decreased $18.45 million, or 1242%, for the three months ended ~~September~~March 3031, ~~2025~~2026 compared to the three months ended ~~September~~March 3031, ~~2024~~2025, primarily ~~attributable~~driven toby ~~aircraft~~higher ~~purchases~~expense asrecognized wein ~~execute~~the first quarter of 2025 for amortization of capitalized software and a one-time impairment of certain leasehold improvements and furniture and fixtures associated with vacating our ~~fleet~~former ~~modernization~~New ~~strategy.~~York City corporate office space (see Note 8, Leases of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report).

Interest Income

Interest income decreased $0.39 million for the three months ended ~~September~~March 3031, ~~2025~~2026 compared to the three months ended ~~September~~March 3031, ~~2024~~2025, primarily driven by a decrease in cash equivalents held in money market funds and lower interest rates versus the prior year period.

Interest Expense

Interest expense increased $7.5.4 million, or 4727%, for the three months ended ~~September~~March 3031, ~~2025~~2026 compared to the three months ended ~~September~~March 3031, ~~2024~~2025, primarily attributable to paid-in-kind interest expense associated with the Term Loan and Credit Support Premium (as each is defined below).

Other Expense, Net

Other expense, net was relatively consistent for the three months ended ~~September~~March 3031, ~~2025~~2026 compared to the three months ended ~~September~~March 3031, ~~2024~~2025.

4543

Results of Operations for the Nine Months Ended September 30, 2025 compared to the Nine Months Ended September 30, 2024

The following table sets forth our results of operations for each of the nine months ended September 30, 2025 and 2024 (in thousands):

	Nine Months Ended September 30,				Change in
	2025		2024		$		%
Revenue	$	552,653	$	587,289	$	(34,636)	(6)	%
Costs and expenses:
Cost of revenue (exclusive of items shown separately below)	505,257		556,809		(51,552)		(9)	%
Technology and development	30,052		31,204		(1,152)		(4)	%
Sales and marketing	68,630		62,946		5,684		9	%
General and administrative	119,031		99,244		19,787		20	%
Depreciation and amortization	47,626		43,472		4,154		10	%
Gain on sale of aircraft	(12,491)		(2,680)		(9,811)		n/m
(Gain) loss on disposal of assets, net	(3,749)		1,757		(5,506)		n/m
Total costs and expenses	754,356		792,752		(38,396)		(5)	%
Loss from operations	(201,703)		(205,463)		3,760		2	%
Other income (expense)
Gain on divestiture	1,833		3,403		(1,570)		n/m
Loss on extinguishment of debt	(79)		(2,800)		2,721		n/m
Change in fair value of warrant liability	—		9		(9)		n/m
Interest income	2,615		1,248		1,367		110	%
Interest expense	(65,474)		(47,263)		(18,211)		39	%
Other income (expense), net	(165)		(499)		334		n/m
Total other income (expense)	(61,270)		(45,902)		(15,368)		33	%
Loss before income taxes	(262,973)		(251,365)		(11,608)		(5)	%
Income tax expense	(2,369)		(732)		(1,637)		n/m
Net loss	(265,342)		(252,097)		(13,245)		(5)	%
Less: Net loss attributable to non-controlling interests	—		—		—		—	%
Net loss attributable to Wheels Up Experience Inc.	$	(265,342)	$	(252,097)	$	(13,245)	(5)	%

__________________

n/m Not meaningful

Revenue

Revenue decreased for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, as follows (in thousands).

	Nine Months Ended September 30,				Change in
	2025		2024		$		%
Membership	$	22,976	$	46,131	$	(23,155)	(50)	%
Flight	461,067		469,968		(8,901)		(2)	%
Other	68,610		71,190		(2,580)		(4)	%
Total	$	552,653	$	587,289	$	(34,636)	(6)	%

The decrease in Membership revenue was primarily driven by a decrease in members year-over-year as a result of streamlining our membership offering and shifting less frequent fliers to our charter offerings.

The decrease in Flight revenue was primarily driven by a $36.8 million reduction attributable to an 8% decrease in Live Flight Legs year-over-year, which was partially offset by a $27.9 million increase attributable to a 6% increase in Flight Revenue per Live Flight Leg as a result of a greater mix of flights on larger and premium jets generally associated with higher hourly rates.

The decrease in Other revenue was primarily attributable to the absence of $7.6 million of residual aircraft management revenue. The decrease was also attributable to a $2.4 million decrease in ground services revenue following the sale of our fixed-base operator activities in the first quarter of 2025 and a $1.2 million decrease in sales of inventory aircraft following our decision to reduce our focus on whole aircraft sales after the first quarter of 2024. The decreases were partially offset by higher revenue from group charter and cargo flights.

Cost of Revenue

Cost of revenue decreased by $51.6 million, or 9%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. In addition to the general decrease attributable to the decrease in Flight and Other revenue noted above, the decrease in Cost of revenue was primarily driven by the realization of the benefits of our cost and operational efficiency actions, including a $26.2 million reduction in employee compensation and allocable costs driven by reduced headcount, inclusive of the absence of $3.9 million of restructuring charges associated with certain actions taken during the second quarter of 2024, a $12.4 million decrease in fuel cost due in part to lower fuel prices, a $12.3 million decrease in aircraft lease costs and a $6.7 million reduction in pilot travel costs. The decrease is also attributable to the absence of $4.5 million in FAA certificate consolidation-related expense in the first nine months of 2024 and $1.9 million incurred in 2024 related to establishing our Atlanta Member Operations Center. The decreases were partially offset by $19.5 million of expenses related to our fleet modernization strategy, a $13.4 million increase in third party operator spend, and a $2.4 million of headcount reduction costs aligned with our cost and operational efficiency initiatives announced in the third quarter of 2025.

Adjusted Contribution Margin increased 470 basis points for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily attributable to the realization of cost savings as a result of restructuring actions taken during fiscal year 2024 and the nine months ended September 30, 2025, and other discrete cost and operational efficiency measures. See “Non-GAAP Financial Measures” above for a definition of Adjusted Contribution Margin, information regarding our use of Adjusted Contribution Margin and a reconciliation of Gross profit and Adjusted Contribution to Revenue.

Other Operating Expenses

Technology and Development

Technology and development expenses decreased by $1.2 million, or 4%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily attributable to a $2.7 million decrease in enterprise software and other IT-related spend as a result of cost and operational efficiency actions. The decrease was partially offset by a higher mix of costs expensed in the period that were not eligible for capitalization, which resulted in a $1.6 million increase in expenses during the period.

Sales and Marketing

Sales and marketing expenses increased by $5.7 million, or 9%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily attributable to a $4.5 million increase in employee compensation and allocable costs due to increased headcount and a $2.7 million increase in advertising, media and marketing events-related spend. The increases were partially offset by the absence of a $1.6 million one-time charge to terminate a consultancy agreement during the first quarter of 2024 and a $0.6 million reduction in spend on marketing flights and partnership-related expenses.

General and Administrative

General and administrative expenses increased by $19.8 million, or 20%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by a by a one-time $20.2 million non-cash, pre-tax right-of-use asset impairment charge associated with vacating our former New York City corporate office space during the three months ended March 31, 2025 (see Note 9) and a $1.3 million increase in equity-based compensation expense related to the Executive Performance Awards and RSUs (each as defined in Note 10). The increase was partially offset by the absence of a $1.3 million charge to bad debt expense associated with certain aged receivables related to the aircraft management business sold in the third quarter of 2023 that were recorded during first quarter of 2024, a $1.4 million reduction in consulting spend and the absence of $1.0 million in spend related to strategic planning activities in the prior year period.

Depreciation and Amortization

Depreciation and amortization expenses increased $4.2 million, or 10%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by a one-time impairment of certain leasehold improvements and furniture and fixtures associated with vacating our former New York City corporate office space (see Note 9). The increase was also driven by aircraft purchases as we execute our fleet modernization strategy.

Interest Income

Interest income increased by $1.4 million, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by an increase in the average amount of cash equivalents held in money market funds versus the prior year period.

Interest Expense

Interest expense increased $18.2 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily attributable to paid-in-kind interest expense associated with the Term Loan and Credit Support Premium (each as defined below).

Other Expense, Net

Other expense, net was relatively consistent for nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Liquidity and Capital Resources

Overview and Liquidity Outlook

Our principal sources of liquidity have historically consisted of financing activities, including proceeds from debt financing transactions and the ATM Program (as defined below), proceeds from asset sales aligned with our long-term business strategies, and operating activities, primarily from deferred revenue associated with the sale of Membership Funds. As of ~~September~~March 3031, ~~2025~~2026, we had $~~125~~54.31 million of Cash and cash equivalents and $3034.56 million of Restricted cash, and our long-term debt obligations consisted primarily of approximately $~~282~~196.49 million aggregate principal amount outstanding of Revolving Equipment Notes (as defined below), and approximately $~~484~~501.26 million ~~aggregate principal amount outstanding under the Term Loan (as defined below)~~, ~~inclusive~~$40.7 ofmillion ~~capitalized paid-in-kind interest~~ and ~~approximately~~ $79.09 million aggregate principal amount outstanding inunder ~~connection~~the ~~with~~Term ~~the~~Loan, Revolving Credit Facility and Credit Support Premium (as each term is defined below), ~~portion~~respectively, ofin ~~the~~each ~~Revolving~~case ~~Credit~~inclusive ~~Facility~~of ~~(as~~capitalized ~~defined~~paid-in-kind ~~below)~~interest. In addition, we had a working capital deficit of $~~639~~689.26 million as of ~~September~~March 3031, ~~2025~~2026, and Net cash used in operating activities was $~~147~~99.96 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026. See the caption titled “~~Our~~Any ~~obligations~~inability into ~~connection~~satisfy ~~with~~the terms of our contractual agreements, including operating leases and debt financing obligations, could ~~impair~~adversely ~~our~~affect ~~liquidity and thereby harm~~ our business, results of operations and financial condition” in Part I, Item 1A “Risk Factors” in our Annual Report for more information about our contractual obligations.

~~Pursuant~~We expect to ~~the~~meet ~~Credit~~our ~~Agreement~~liquidity ~~(as~~needs ~~defined~~for ~~below),~~the ~~Delta~~next ~~has~~12 ~~provided~~months with a ~~commitment~~combination ~~for~~of ~~the~~cash ~~Revolving~~and ~~Credit~~cash ~~Facility~~equivalents, incash ~~the~~flows ~~aggregate~~from ~~original~~operations, ~~principal~~strategic ~~amount~~dispositions of ~~$100.0~~legacy ~~million~~aircraft assets, ~~which~~proceeds ~~may~~from beborrowings ~~drawn~~ under ~~certain~~the ~~circumstances~~Proposed ~~and~~2026 isTerm ~~subject~~Loan expected to ~~liquidity-driven~~be ~~repayment~~provided ~~conditions.~~by Asthe ofLead ~~each~~Lenders ~~of September 30~~and, ~~2025~~depending ~~and~~on ~~the~~market ~~date~~conditions, sales of ~~this~~shares ~~Quarterly~~of ~~Report,~~Common noStock ~~amounts were outstanding~~ under the ~~Revolving~~ATM ~~Credit~~Program ~~Facility~~or ~~with~~other ~~respect~~debt toor ~~Delta’s~~equity ~~$100~~financings.0 ~~million~~Our ~~commitment,~~ability ~~which~~to ~~remains~~satisfy ~~available~~our tolong-term beliquidity ~~drawn~~needs ~~through~~will ~~September~~depend 20on, ~~2026.~~among ~~See~~others, ~~“Sources~~our ~~and~~ability ~~Uses~~to ofgenerate ~~Liquidity—Long-Term~~cash ~~Debt—Term~~flows ~~Loan~~from operations and ~~Revolving~~enter ~~Credit~~into ~~Facility”~~additional ~~below~~or ~~for~~alternate ~~more~~financing ~~information about the Revolving Credit Facility~~arrangements.

We expect to meet our liquidity needs for the next 12 months with a combination of cash and cash equivalents, cash flows from operations, strategic dispositions of underutilized assets, proceeds from borrowings under the Revolving Equipment Notes, if needed and depending on market conditions, sales of shares of Common Stock under the ATM Program or other equity financings, and, if needed and to the extent available to be drawn, borrowings under the Revolving Credit Facility with respect to Delta’s $100.0 million commitment. Our ability to satisfy our long-term liquidity needs will depend on, among others, our ability to generate cash flows from operations and enter into additional or alternate financing arrangements.

Sources and Uses of Liquidity

Long-Term Debt

The terms of our material long-term debt arrangements are briefly summarized below. See Note 76, Long-Term Debt in the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report for more information about the Revolving Equipment Notes, Credit Support Premium, Term Loan and Revolving Credit Facility (as each term is defined below). As of March 31, 2026, scheduled maturities of our long-term debt: (i) for the remainder of 2026 were expected to be approximately $16.3 million; (ii) from 2027 through 2029 were expected to range between $22.8 million and $182.2 million annually; and (iv) in and after 2030 were nil.

Revolving Equipment Notes Facility

InThe ~~November 2024, Wheels Up Partners LLC, an indirect subsidiary of the Company (“WUP LLC”), entered into a~~ Note Purchase Agreement, dated as of November 13, 2024 (the “~~Initial~~NPA”), ~~Revolving~~by ~~Equipment~~and ~~Notes~~among ~~Closing~~Wheels ~~Date”~~Up ~~and~~Partners ~~such agreement~~LLC, ~~the~~an ~~“2024~~indirect ~~Note~~subsidiary ~~Purchase~~of ~~Agreement~~the Company (“WUP LLC”), ~~with~~ Wilmington Trust, National Association, as subordination agent and trustee, and Wheels Up Class A-1 Loan Trust 2024-1, a Delaware statutory trust (the “2024-1 Trust”), ~~which~~ provides for the revolving issuance from time to time by WUP LLC of Series A-1 equipment notes (the “Revolving Equipment Notes”) in an aggregate principal amount up to $332.0 million (the “Revolving Equipment Notes Facility”). The Revolving Equipment Notes mature on November 13, 2029 (the “Revolving Equipment Notes Maturity Date”) and require annual amortization of principal amount equal to 10% per annum on and from November 13, 2024 to November 13, 2027 (the “Availability Period”) and 12% per annum thereafter to the Revolving Equipment Notes Maturity Date, in each case payable in cash quarterly on the same dates as interest payments. The Revolving Equipment Notes bear interest at the variable rate of the then applicable three-month secured overnight funds rate (“SOFR”) plus 1.75% per annum onduring ~~and~~the Availability Period, SOFR plus 2.25% immediately after the ~~Initial~~end of the Availability Period to November 13, 2028, and SOFR plus 2.75% from November 13, 2028 to the Revolving Equipment Notes ~~Closing~~Maturity Date. ~~and~~Interest toon the Revolving Equipment Notes is payable in cash quarterly on February 15, May 15, August 15 and November 13 15 of each year, ~~2027~~ (and on the ~~“Availability~~Revolving ~~Period”),~~Equipment ~~SOFR~~Notes ~~plus~~Maturity Date. WUP LLC must also pay a customary commitment fee on unused amounts available to be borrowed under the Revolving Equipment Note Facility.

4944

~~2.25%~~Any ~~immediately~~amounts ~~after the end~~ of ~~the~~principal ~~Availability~~under ~~Period~~a toRevolving ~~November~~Equipment ~~13,~~Note ~~2028,~~repaid ~~and~~by ~~SOFR~~WUP ~~plus~~LLC ~~2.75%~~prior ~~from~~to ~~November~~the 13Availability Period, ~~2028~~either tothrough ~~the~~regular ~~Revolving~~principal ~~Equipment~~amortization ~~Notes~~payments ~~Maturity~~or ~~Date,~~from ~~with~~the ~~annual~~early ~~amortization~~redemption of principal ~~amount~~amounts ~~equal~~related to ~~10%~~any ~~per~~aircraft ~~annum~~secured ~~through~~by the ~~end~~Revolving ofEquipment ~~the~~Notes ~~Availability~~Facility, ~~Period~~will ~~and~~become ~~12%~~available ~~per~~to ~~annum~~be ~~thereafter~~reborrowed toby ~~the~~WUP ~~Revolving~~LLC ~~Equipment~~for ~~Notes~~the ~~Maturity~~purchase ~~Date.~~of ~~Interest~~additional onaircraft ~~the~~to ~~Revolving~~be ~~Equipment~~secured ~~Notes~~by issuch ~~payable~~facility ~~quarterly~~during onthe ~~February~~Availability 15Period, ~~May~~subject ~~15,~~to ~~August~~certain 15conditions. ~~and~~WUP ~~November~~LLC 15may ofredeem ~~each~~any ~~year,~~Revolving ~~which~~Equipment ~~began~~Note onin ~~February~~connection ~~15,~~with ~~2025,~~the ~~and~~sale onof ~~the~~an aircraft that constitutes Revolving Equipment Notes ~~Maturity~~Collateral ~~Date.~~(as ~~Principal~~defined ~~payments~~in onNote ~~the~~6, ~~Revolving~~Long-Term ~~Equipment~~Debt in the Notes ~~are~~to ~~scheduled~~Condensed ~~for~~Consolidated ~~payment~~Financial onStatements) ~~the~~or ~~same~~otherwise, ~~dates~~at asany ~~interest~~time, ~~payments.~~and ~~WUP~~is ~~LLC~~not ~~must~~required ~~also~~to pay aany ~~customary~~prepayment ~~commitment~~premiums ~~fee~~in onconnection ~~unused~~with ~~amounts~~such ~~available~~early redemptions. We are subject to becertain ~~borrowed~~covenants under the Revolving Equipment ~~Note~~Notes Facility summarized in Note 6, Long-Term Debt in the Notes to Condensed Consolidated Financial Statements.

~~Pursuant~~During to the ~~2024~~three ~~Note~~months ~~Purchase~~ended ~~Agreement~~March 31, ~~any~~2026, ~~amounts of principal repaid by~~ WUP LLC ~~prior~~redeemed toin-full the ~~Availability~~Revolving ~~Period,~~Equipment ~~either~~Notes ~~through~~for ~~regular~~nine ~~principal~~aircraft, ~~amortization~~which ~~payments~~reduced ~~or from~~ the ~~early~~aggregate ~~redemption of~~ principal ~~amounts~~amount ~~related~~outstanding tounder ~~any aircraft secured by~~ the Revolving Equipment Notes Facility, ~~will~~by ~~become~~$31.9 million, ~~available~~and toissued benew ~~reborrowed~~Revolving byEquipment ~~WUP~~Notes ~~LLC~~ for ~~the~~nine ~~purchase of additional~~ aircraft toin bethe ~~secured~~aggregate byprincipal ~~such~~amount ~~facility~~of ~~during~~$60.7 million. ~~the~~As ~~Availability~~of ~~Period~~March 31, ~~subject~~2026, tounder ~~certain~~the ~~conditions. WUP LLC may redeem any~~ Revolving Equipment ~~Note~~Notes inFacility: (i) ~~connection~~approximately ~~with~~$196.9 ~~the~~million ~~sale~~aggregate ofprincipal anamount ~~aircraft~~of ~~that constitutes~~ Revolving Equipment Notes ~~Collateral~~were outstanding; (asii) ~~defined~~approximately in$135.1 ~~Note~~million 7,was ~~Long-Term~~available ~~Debt~~to inbe ~~the~~borrowed ~~Notes~~ to ~~Condensed~~fund ~~Consolidated~~future ~~Financial~~aircraft ~~Statements)~~acquisitions; orand ~~otherwise,~~(iii) atthe ~~any~~carrying ~~time,~~value ~~and~~of isthe 55 aircraft ~~not~~that ~~required~~were subject to ~~pay~~first-priority ~~any~~liens ~~prepayment~~under ~~premiums~~outstanding inRevolving ~~connection~~Equipment ~~with~~Notes ~~such~~was ~~early~~$238.0 ~~redemptions~~million.

During the nine months ended September 30, 2025, WUP LLC redeemed in-full the Revolving Equipment Notes for 19 aircraft, which reduced the aggregate principal amount outstanding under the Revolving Equipment Notes Facility by $45.3 million, and issued new Revolving Equipment Notes for four aircraft in the aggregate principal amount of $33.9 million. As of September 30, 2025, approximately $282.4 million aggregate principal amount of Revolving Equipment Notes were outstanding, approximately $49.6 million was available to be borrowed under the Revolving Equipment Notes Facility to fund future aircraft acquisitions and the carrying value of the 81 aircraft that were subject to first-priority liens under outstanding Revolving Equipment Notes was $292.9 million.

Credit Support

~~In connection with the initial closing of the Revolving Equipment Notes Facility,~~ Delta ~~agreed~~provides ~~to provide~~ credit support for the Revolving Equipment Notes Facility, which effectively guarantees WUP LLC’s payment obligations thereunder upon the occurrence and continuation of specified events of default, in exchange for an annual fee as a percentage of the aggregate principal amounts drawn under the Revolving Equipment Notes Facility that is payable-in-kind by the Company and accrues interest over the life of the Revolving Equipment Notes Facility (the “Credit Support Premium”). The Credit Support Premium constitutes a revolving loan payable to Delta under the Revolving Credit Facility pursuant to the Second Credit Agreement Amendment (as defined below). Amounts in respect of the Credit Support Premium accrue while the Revolving Equipment Notes are outstanding and include interest that is compounded and capitalized on the last day of each calendar quarter; however, any such accrued amounts do not reduce Delta’s $100.0 million commitment ~~available to be borrowed by the Company from time to time~~ under the Revolving Credit Facility. The Credit Support Premium will become due and payable in-full upon the earlier of repayment and extinguishment of the Revolving Equipment Note Facility and the termination of Delta’s obligation to provide credit support for the Revolving Equipment Notes Facility.

Term Loan & Revolving Credit Facility

The Company is party to a Credit Agreement, dated as of September 20, 2023 (as amended by Amendment No. 1 thereto, dated as of November 15, 2023, as further amended by Amendment No. 2 thereto, dated as of November 13, 2024 (the “Second Credit Agreement Amendment”), and as further amended by the Third Credit Agreement Amendment, the “Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors (collectively with the Company, the “Loan Parties”), Delta, CK Wheels ~~LLC~~, ~~Cox~~CIH ~~Investment Holdings LLC~~ and certain other lenders party thereto from time to time (collectively, the “Lenders”), and U.S. Bank Trust Company, N.A., as administrative agent for the Lenders and as collateral agent for the secured parties (the “Agent”), pursuant to which as of ~~September~~March 3031, ~~2025~~2026 (i) the Lenders have provided a term loan facility (the “Term Loan”) in the aggregate original principal amount of $390.0 million and (ii) Delta has provided a commitment for a revolving loan facility (the “Revolving Credit Facility” and together with the Term Loan, the “Credit Facility”) in the aggregate original principal amount of $100.0 million.

50The scheduled maturity date for the Term Loan is September 20, 2028, and the scheduled maturity date for the Revolving Credit Facility is the earlier of September 20, 2028 and the first date after September 20, 2026 on which all amounts owed under the Revolving Credit Facility have been repaid, subject in each case to earlier termination upon acceleration or termination of any obligations upon the occurrence and continuation of an event of default. Interest on the Term Loan and any borrowings under the Revolving Credit Facility (each, a “Loan” and, collectively, the “Loans”) accrues at a rate of 10% per annum on the unpaid principal balance of the Loans then outstanding. Accrued interest on each Loan is payable-in-kind as compounded interest and capitalized to the principal amount of

“Revolving Credit Facility” and together with the Term Loan, the “Credit Facility”) in the aggregate original principal amount of $100.0 million, which remains available to be drawn through September 20, 2026.45

~~The scheduled maturity date for~~ the Term Loan is September 20, 2028, and the scheduled maturity date for the Revolving Credit Facility is the earlier of September 20, 2028 and the first date after September 20, 2026 on which all amounts owed under the Revolving Credit Facility have been repaid, subject in each case to earlier termination upon acceleration or termination of any obligations upon the occurrence and continuation of an event of default. Interest on the Term Loan and any borrowings under the Revolving Credit Facility (each, a “Loan” and, collectively, the “Loans”) accrues at a rate of 10% per annum on the unpaid principal balance of the Loans then outstanding. Accrued interest on each Loan is payable-in-kind as compounded interest and capitalized to the principal amount of the applicable Loan on the last day of each of March, June, September and December each year, and the applicable maturity date.

As part of the Credit Facility, Delta has provided a commitment for the Revolving Credit Facility in the aggregate original principal amount of $100.0 million, ~~under~~which ~~the Credit Agreement. The $100.0 million commitment from Delta~~ is separate and apart from the portion with respect to the Credit Support Premium. The Company may ~~request~~borrow toavailable ~~make~~amounts ~~borrowings~~ under the Revolving Credit Facility at any time through September 20, 2026 in an amount and to the extent that after giving pro forma effect to any borrowing thereunder, the Company’s Unrestricted Cash Amount (as defined in the Credit Agreement) will not exceed $100.0 million. The Company generally must promptly repay any borrowings under the Revolving Credit Facility prior to maturity as follows: (i) at any time prior to September 20, 2026, to the extent the Unrestricted Cash Amount (as defined in the Credit Agreement) isexceeds ~~greater than~~ $100.0 million and (ii) on or after September 20, 2026 but prior to maturity, to the extent that the Unrestricted Cash Amount (as defined in the Credit Agreement) isexceeds ~~greater than~~ $125.0 million and if Consolidated Cash Flow (as defined in the Credit Agreement) has been positive for any fiscal quarter since September 20, 2023. As of ~~each of September~~March 3031, ~~2025~~2026 and the date of this Quarterly Report, no$40.0 ~~amounts~~million ~~were~~and $100.0 million, respectively, aggregate principal amount was outstanding under the Revolving Credit Facility (excluding capitalized paid-in-kind interest) and $60.0 million and nil, respectively, remained available to be drawn thereunder with respect to Delta’s $100.0 million commitment.

At-the-Market Common Stock Offering Program

OnIn August ~~29,~~ 2025, the Company entered into an ATM Equity OfferingSM Sales Agreement (the “ATM Sales Agreement”) with BofA Securities, Inc. and Jefferies LLC (together, the “Sales Agents”), pursuant to which ~~the~~we ~~Company~~ may sell, from time to time, up to an aggregate sales price of $50.0 million of our Class A common stock, $0.0001 par value per share (“Common Stock”), ~~under~~through the Sales Agents (the “ATM Program”). Sales of shares of Common Stock under the ATM Sales Agreement, if any, may be made by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (“Securities Act”), including sales made in ordinary brokers’ transactions on The New York Stock Exchange or otherwise at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices and block trades. During the three months ended ~~September~~March 3031, ~~2025~~2026, the Company ~~issued~~did ~~21,157,534~~not issue any shares of Common Stock under the ATM Program ~~for~~and had approximately $490.46 million inof ~~aggregate~~capacity ~~gross~~to ~~proceeds,~~issue ~~resulting~~shares of Common Stock thereunder in ~~aggregate~~the ~~net~~future. ~~proceeds~~This Quarterly Report is not an offer to sell or the ~~Company~~solicitation of ~~approximately~~any ~~$47.6 million~~offer ~~after~~to ~~deducting~~buy ~~sales~~shares ~~commissions~~of Common Stock under the ATM Program, nor shall there be an offer, solicitation or sale of such shares of Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Cash Flows

The following table summarizes our cash flows for each of the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 (in thousands):

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024
	2026		2025
Net cash used in operating activities	$	(~~147~~99,~~926~~631)	$	(~~115~~47,~~814~~924)
Net cash provided by investing activities	$	43,384	$	26,058
Net cash (used in) provided by investing activities	$	(38,663)	$	16,113
Net cash provided by (used in) financing activities	$	1163,~~376~~424	$	(528,~~961~~686)
Effect of exchange rate changes on Cash and cash equivalents and Restricted cash	$	2,476	$	(1,274)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	$	(902)	$	1,092
Net decrease in Cash and Cash equivalents and Restricted cash	$	(9075,~~690~~772)	$	(~~143~~39,~~991~~405)

Cash Flow from Operating Activities

The cash outflow from operating activities consisted of our Net loss during the respective periods, net of non-cash items of $~~135~~48.73 million and $~~106~~61.5 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively, and the balance from a general decrease in net operating assets and liabilities. During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, we sold $~~387~~91.98 million of Membership Funds, which was a 431% decrease from the $~~405~~133.30 million of Membership Funds sold during the nine months ended September 30, 2024. The decrease was primarily attributable to changes in our membership program offerings aimed at attracting and retaining higher spending, more frequent flyers. Membership Funds are generally non-refundable cash deposits that are accounted for as Deferred revenue until the time at which they are used by members or customers in accordance with the terms applicable to such Membership Fund.

Membership Funds sold during the three months ended March 31, 2025. The decrease was primarily attributable to our shift to selling our Signature Membership offering, which is aimed at attracting higher spending members that generally fly more frequently and primarily utilize our premium jet fleets, and our decision to discontinue sales of legacy fleet-focused Membership Funds to new customers in January 2026 and existing legacy product members in March 2026. Membership Funds are generally non-refundable cash deposits that are accounted for as Deferred revenue until the time at which they are used by members or customers in accordance with the terms applicable to such Membership Fund.

Cash Flow from Investing Activities

The cash ~~inflow~~outflow from investing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 was primarily attributable to cash outflows of $8464.43 million infor ~~proceeds~~capital ~~from~~expenditures, ~~sales~~including of$61.3 ~~aircraft~~million ~~that~~related ~~were~~to ~~classified~~fleet asmodernization ~~held for sale~~ and $201.79 million ~~in proceeds from the sale~~ of ~~the~~capitalized ~~Non-Core~~software ~~Services~~development ~~Businesses~~costs. The cash ~~inflows~~outflows were partially offset by ~~cash outflows of~~ $6225.96 million ~~for~~in ~~capital~~proceeds ~~expenditures,~~from ~~including~~sales ~~$50.0~~of ~~million~~aircraft ~~related~~that towere ~~fleet~~classified ~~modernization~~as ~~and~~held ~~$9.1~~for ~~million of capitalized software development costs~~sale.

Cash Flow from Financing Activities

The cash inflow from financing activities was primarily attributable to the issuance ~~and sale~~ of ~~shares of Common Stock under the ATM Program for approximately $47.6 million in aggregate net proceeds after deducting sales commissions and the issuance of~~ new Revolving Equipment Notes for ~~four~~nine aircraft in the aggregate principal amount of $3360.97 million and $40.0 million of borrowings under the Revolving Credit Facility, partially offset by ~~prepayments~~payments of long-term debt of $6937.01 million.

Future Obligations and Commitments

As of ~~September~~March 3031, ~~2025~~2026, our principal ongoing commitments consisted of contractual cash obligations to pay principal and interest payments under the Revolving Equipment Notes, principal and accrued interest under the Credit Agreement when due at maturity (including any amounts in respect of the Credit Support Premium), operating leases for ~~certain~~our controlled aircraft, ~~leased~~offices ~~facilities, including our corporate headquarters, other office space~~ and operational facilities, ~~such~~aircraft ~~as hangars and~~ maintenance ~~facilities~~costs, trade payables and ordinary course arrangements involving our obligation to provide future services for which we have already received deferred revenue. For further information about the foregoing obligations and commitments, see the following Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report: Note 2, Revenue; Note 76, Long-Term Debt; and Note 98, Leases. In addition, the $10.0 million Share Repurchase Program gives management the discretion to purchase shares of Common Stock from time to time, and any open order or executory contract to acquire shares of Common Stock in the future would constitute a cash contractual commitment by the Company to the extent it is not cancelled prior to trade execution.

ToAs ~~execute~~we continue to scale our ~~fleet~~premium ~~modernization~~jet ~~strategy~~fleet, we ~~will need to~~anticipate, among other things, ~~continue to strategically acquire aircraft, which may include~~ purchasing or leasing aircraft, acquiring other private aviation operators or entering into alternative financing structures or business arrangements to provide aircraft supply. From time to time, ~~and~~we ~~sell~~enter ~~current~~into ~~owned~~purchase agreements for premium jet aircraft, which are subject to customary representations, warranties, covenants, closing conditions and ~~return~~termination ~~certain~~rights. ~~current~~Such ~~leased~~agreements ~~aircraft~~typically require us to make up-front deposits prior to multi-week inspections and maintenance events required before paying the balance of the purchase price to complete the purchase. ~~This~~We ~~strategy~~expect isthis ~~expected~~next phase of growth to be capital intensive and ~~will~~ require significant internal and external resources ~~over the multi-year transition period~~. As of the date of this Quarterly Report, we expect that we will fund any fleet transition-related obligations or commitments ~~in connection with our fleet modernization strategy~~ using cash and cash equivalents on-hand, including cash received from any sales ofor sale-leaseback transactions involving our owned aircraft, operating cash flows, available borrowings under the Revolving Equipment Notes Facility, ~~and~~ the ~~execution~~expected ofproceeds ~~strategic~~from ~~transactions~~the inProposed ~~the~~2026 ~~future~~Term Loan, ~~such~~and as potential ~~acquisitions~~future ofnet ~~private~~proceeds ~~aviation~~from ~~operators, strategic leasing arrangements or~~ additional debt or equity financings. See “~~Our Fleet Modernization Strategy & Progress Update” above and the caption titled “~~We may not be ~~unable~~able to ~~execute~~successfully implement our ~~fleet~~growth ~~modernization~~strategies ~~strategy on the timeline that we currently anticipate~~ or ~~may fail to~~ realize the expected benefits ~~from~~of ~~such~~our ~~strategy~~strategic initiatives, ~~which~~including ~~may~~changes ~~adversely~~in ~~impact~~ our ~~business,~~commercial ~~prospects~~offerings, ~~operations,~~operational ~~results~~efficiency ofand ~~operations~~cost reduction actions, and ~~financial~~our ~~condition~~fleet modernization strategy” in Part III, Item 1A “Risk Factors” in ~~our~~this ~~Annual~~Quarterly Report for more information ~~about our fleet modernization strategy~~.

53Further, we are in the process of selling legacy owned aircraft and returning legacy leased aircraft to their lessors. While the contractual commitments we enter into to sell aircraft generally result in the payment of net proceeds to the Company upon execution of the sale, we may incur significant expenditures over time to maintain, repair, store and prepare aircraft for sale and incur gains and losses upon the sale of aircraft. Similarly, our aircraft leases generally have multi-year terms, require us to pay for maintenance costs associated with the aircraft and return the aircraft to the lessor in a specified condition, each of which may require significant cash expenditures, including upon strategic early termination or non-renewal of a lease. See “The residual value of our owned aircraft may be less than estimated in our depreciation policies” and “We may incur substantial costs related our leased

aircraft, including for return obligations” in Part I, Item 1A “Risk Factors” in our Annual Report for more information.

In addition, the Share Repurchase Program (as defined in Part II, Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds”) gives management the discretion to purchase shares of Common Stock from time to time, and any open order or executory contract to acquire shares of Common Stock in the future would constitute a cash contractual commitment by the Company to the extent it is not cancelled prior to trade execution.

Off-Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2025~~2026, we were not a party to any off-balance sheet arrangements (as defined in Regulation S-K) that have or are reasonably likely to have a current or future material effect on our financial condition, results of operations or cash flows.

Critical Accounting Policies and Estimates

For further information about our critical accounting policies and estimates, and recent accounting pronouncements, see Note 1, Summary of Business and Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report and the caption titled “Critical Accounting Policies and Estimates” in Part II, Item 7 “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” included in our Annual Report, as applicable. There have not been any material changes to our significant and critical accounting policies and estimates since the filing of our Annual Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the ordinary course of operating our business, we are exposed to market risks. Market risk represents the risk of loss that may impact our financial position or results of operations due to adverse changes in financial market prices and rates. Our principal market risks relate to interest rates, aircraft fuel and foreign currency exchange. There have not been any material changes to the market risks described in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” included in our Annual Report.

5448

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

WeAs ~~maintain~~required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in ~~Rule~~Rules 13a-15(e) and ~~Rule~~ 15d-15(e) of the Exchange Act) ~~of 1934,~~ as ~~amended~~of (the ~~“Exchange~~period ~~Act”)),~~covered ~~that~~by ~~are~~this ~~designed~~Quarterly toReport. ~~provide~~Based ~~reasonable~~upon ~~assurance~~ that ~~information~~evaluation, ~~required~~our toChief beExecutive ~~disclosed~~Officer inand ~~our~~Chief ~~Exchange~~Financial ~~Act~~Officer ~~reports~~have isconcluded ~~recorded,~~that ~~processed,~~our ~~summarized~~disclosure controls and ~~reported~~procedures ~~within~~were ~~the~~effective ~~time~~as ~~periods~~of ~~specified~~March 31, in2026, ~~the~~to ~~SEC’s~~ensure ~~rules and forms and~~ that ~~such~~material information iswas accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow ~~for~~ timely decisions regarding required disclosure. It should be noted that, because of inherent limitations, our disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the disclosure controls and procedures are met.

As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2025 due to the on-going remediation efforts associated with the material weaknesses in internal control over financial reporting described in Part II, Item 9A “Controls and Procedures” in our Annual Report and the need for impacted controls to operate for a sufficient period of time and for management to conclude, through testing, that the controls are designed and operating effectively.

Notwithstanding the pending remediation efforts described below, based on additional analysis and other post-closing procedures performed, management believes that the financial statements included in this report present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.

Remediation Plans to Address Material Weaknesses

To date, we have implemented certain measures to address the controls and procedures deficiencies identified in Part II, Item 9A of our Annual Report.

Since the date of our Annual Report, we have executed on the following remediation actions:

•redesigned access administration procedures to include steps to ensure retention of documentation supporting requests and approvals;

•enhanced user access review procedures to ensure timely reviews of elevated access, removal of terminated users and appropriateness of user roles;

•reviewed elevated access entitlements in the systems supporting our financial processes and have further restricted access or developed compensating controls;

•redesigned change management procedures to ensure effective monitoring controls and retention of documentation supporting requests and approvals;

•developed and implemented change management monitoring controls for key information used in the preparation of our financial statements; and

•engaged external advisors to assist with evaluating and documenting the design and operating effectiveness of our IT general controls.

Our remediation plan currently includes additional actions that management intends to undertake during the year ending December 31, 2025:

•enhancing training programs addressing IT general controls and policies, including educating control owners concerning the principles and requirements of each control;

•increasing the frequency of testing to monitor IT general controls with a specific focus on systems supporting our financial reporting processes; and

•hiring additional personnel with relevant compliance expertise to support the ongoing design and maintenance of effective IT general controls.

We are working aggressively and prioritizing the above actions to complete our remediation plan before December 31, 2025. We believe that these actions, when fully implemented, will remediate the deficiencies identified in Part II, Item 9A of our Annual Report. Those deficiencies will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that the applicable controls are designed and operating effectively. As we continue to evaluate and improve the applicable controls, management may take additional remedial measures or modify the remediation plan described above.

Changes in Internal Control over Financial Reporting

~~Except~~There ~~for the items referred to above, there~~ were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) identified in connection with the evaluation required by ~~Rule~~Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the ~~three~~quarter ~~months~~ ended ~~September~~March 31, 302026, ~~2025~~ that have materially affected, or are reasonably likely to materially affect, our internal ~~controls~~control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Control over Financial Reporting and Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented ~~by the individual acts of some persons, by collusion of two~~ or ~~more people or by management override of the controls~~overridden. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;. ~~over~~Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected or preventable.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, wethe Company and/or its consolidated subsidiaries are subject to various legal proceedings and claims, either asserted or unasserted, which may arise in the ordinary course of business. The outcome of these matters cannot be predicted with certainty. See Note 1312, Commitments and Contingencies ofin the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report for a discussion of loss contingencies, if any. Below is a discussion of ~~the Company’s~~ significant pending legal proceedings involving the Company and/or its consolidated subsidiaries:

GRP Litigation

OnAs ~~July~~of 5,the ~~2023~~date of this Quarterly Report, we ~~filed~~have aan active lawsuit against Exclusive Jets, LLC d/b/a flyExclusive, a subsidiary of flyExclusive, Inc. (“FE”), in the United States District Court for the Southern District of New York (“NY Federal Court”), which was re-filed against FE in the Supreme Court of the State of New York in New York County (“NY State Court”) on August 23, 2023. We instituted the action to enforce our rights and remedies for wrongful termination by FE of the Fleet Guaranteed Revenue Program Agreement, dated November 1, 2021, between WUP and FE (the “GRP Agreement”). On June 30, 2023, FE notified us in writing of its immediate termination of the GRP Agreement. We believe that FE wrongfully terminated such agreement in breach thereof. We are seeking compensatory damages, including the return of material deposits held by FE under the GRP Agreement (collectively, the “GRP Deposit”) that were recorded in Other non-current assets on the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, as well as attorneys’ fees and costs.

Following remand to the NY State Court after removal to the NY Federal Court by FE, on April 9, 2025, FE filed in the NY State Court an answer and its defenses to the Company’s claims, as well as counterclaims for amounts it claims it is owed under the GRP Agreement. On July 23, 2025, the Company filed a motion to amend and proposed amended complaint against FE in NY State Court (the “Amended Complaint”), which included, among other things, additional breach of contract claims and added Thomas James Segrave Jr., FE’s founder and Chief Executive Officer, as a defendant for a claim based on piercing the corporate veil. On September 9, 2025, FE and Mr. Segrave filed their answer and affirmative defenses to the Company’s Amended Complaint, FE reasserted counterclaims for amounts it claims it is owed under the GRP Agreement, and FE filed a motion to dismiss on jurisdictional grounds, to which the Company filed its answer, defenses and opposition on October 22, 2025. The parties are actively engaged in the discovery process.49

We“GRP ~~intend~~Agreement”). toOn ~~vigorously~~June ~~pursue~~30, ~~the~~2023, ~~action~~FE tonotified ~~recover~~us ~~the~~in ~~outstanding~~writing ~~deposits~~of ~~and~~its ~~other~~immediate ~~damages~~termination ~~from~~of FEthe ~~and~~GRP ~~defend~~Agreement. ~~against~~We ~~any~~believe ~~related~~that ~~counterclaims,~~FE ~~but~~wrongfully ~~there~~terminated ~~can~~such beagreement noin ~~assurance~~breach asthereof. toWe are seeking compensatory damages, including the ~~outcome~~return of ~~the~~material ~~dispute~~deposits ~~with~~held by FE. ~~Our~~under ~~success~~the inGRP ~~recovering~~Agreement (collectively, the ~~amounts~~“GRP ~~from~~Deposit”) FEthat ~~will~~were ~~depend~~recorded onin ~~several~~Other ~~factors,~~non-current ~~including~~assets on the ~~availability~~condensed consolidated balance sheets as of ~~funds~~each byof FEMarch 31, ~~for~~2026 ~~the~~and ~~recoverable~~December 31, ~~amounts~~2025, inas ~~light~~well ofas ~~the~~attorneys’ ~~following:~~fees and costs.

On July 5, 2023, we originally filed a complaint against FE to enforce our rights under the GRP Agreement in the United States District Court for the Southern District of New York. In August 2023, we re-filed the complaint against FE in the Supreme Court of the State of New York in New York County (“NY State Court”). On December 2, 2025, the NY State Court dismissed our complaint without prejudice, citing its lack of personal jurisdiction over FE and declining to render any decision on the merits of the case. On December 23, 2025, FE’s related counterclaim in NY State Court was discontinued without prejudice.

On December 30, 2025, we re-filed the complaint to enforce our rights under the GRP Agreement against each of FE and Thomas James Segrave Jr., FE’s founder and Chief Executive Officer, as a defendant for a claim based on piercing the corporate veil, in the General Court of Justice, Superior Court Division in Wake County, North Carolina (case #25CV047093-910) (the “NC Complaint”). The Company’s NC Complaint includes factual allegations regarding FE’s wrongful termination of the GRP Agreement and, among other things, claims for breach of contract, conversion, violations of the North Carolina Unfair and Deceptive Trade Practices Act, fraudulent misrepresentation, breach of the implied covenant of good faith and fair dealing, and unjust enrichment. On January 23, 2026, we served the first set of discovery requests on FE and Mr. Segrave. On March 6, 2026, FE and Mr. Segrave filed their answer and affirmative defenses to the NC Complaint, FE asserted counterclaims for amounts it claims it is owed under the GRP Agreement, and FE filed a partial motion to dismiss certain claims on procedural grounds. The Company filed its motion to dismiss, affirmative defenses and answer to FE’s counterclaims on April 3, 2026. The parties are actively engaged in the litigation process.

•In its Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on May 1, 2024, FE disclosed that upon termination of the GRP Agreement, it applied a portion of the GRP Deposit against certain receivable balances that FE claims it was owed under the GRP Agreement. As a result, the GRP Deposit liability owed to the Company that was formerly reflected in FE’s financial statements was fully eliminated as of June 30, 2023 and the remainder of the GRP Deposit continues to be withheld from Wheels Up.

•In its ~~Quarterly~~Annual Report on Form 10-QK for the ~~three~~year ~~months~~ ended ~~June~~December 3031, 2025 filed with the SEC on ~~August 13~~March 5, ~~2025~~ 2026, FE disclosed: (i) a net loss of $1667.1 million for the ~~three~~year ~~months~~ ended ~~June~~December 3031, 2025 and that it “expects to incur operating losses in the near term” asdue ~~[FE]~~to ~~advances~~ongoing ~~its~~business ~~fleet modernization and associated cost savings~~ initiatives”; (ii) ~~net cash flows used in operating activities of $10.1 million during the three months ended June 30, 2025; (iii)~~ that as of ~~June~~December 3031, 2025, it had cash and cash equivalents of $1529.83 million (versus $31.7 million as of December 31, 2024), ~~nil~~and $0 in investments in securities (versus $65.5 million as of December 31, 2024) ~~and available borrowing capacity of $12.2 million under existing debt facilities~~, against a working capital deficit of $~~194~~195.6 million (versus $150.8 million as of December 31, 2024); (iii) it did not intend to explore renewal of a term loan credit facility under which it previously had the ability to borrow; and (iv) as of ~~August~~March 133, ~~2025~~2026, that cash and cash equivalents on hand, operating cash flows and proceeds from its fractional program will be sufficient to fund FE’s operations, including capital expenditure requirements, for at least 12 months thereafter, but it might need additional capital to fund growth plans or as circumstances change, which FE disclosed it could obtain through equity issuances, refinancing existing debt or new borrowings, and if FE is not able to raise capital, its business, prospects, operating results and financial condition could be negatively impacted.

57We are in the process of evaluating the effects of the foregoing events and we cannot make a reasonable estimate of any outcome, recovery or loss at this time. See the caption titled “If third-party operators that we rely on to provide certain flights to our members and charter customers do not perform adequately or unexpectedly

expenditure requirements, for at least 12 months, but it might need additional capital to fund growth plans or as circumstances change, which it disclosed it could obtain through equity issuances, refinancing existing debt or new borrowings, and if FE is not able to raise capital, its business, prospects, operating results and financial condition could be negatively impacted. 50

We are in the process of evaluating the effects of the foregoing events and we cannot make a reasonable estimate of any outcome, recovery or loss at this time. See the caption titled “Some of our business is dependent on our third-party operators to provide flights for our members and customers. If such third-party operators do not perform adequately or terminate their relationships with us, our costs may increase and our business, operations, ~~liquidity,~~results ~~financial~~of ~~condition,~~operations and ~~results~~financial ofcondition ~~operations~~ could be adversely affected” in Part I, Item 1A “Risk Factors” in our Annual Report for further information.

ITEM 1A. RISK FACTORS

In addition to the risks set forth below and the information set forth in this Quarterly Report, you should carefully consider the ~~disclosures~~“Risk ~~included~~Factors” inunder Part I, Item 1A “Risk Factors” in our Annual Report. and in our other filings with the SEC from time to time. You should be aware that these risk factors and other information may not describe every risk facing Wheels Up. ~~Our business is subject to numerous risks and uncertainties that represent challenges that we face in connection with our go-forward strategy and growth plans.~~ Additional risks and uncertainties not currently known to us or that we currently deem to be ~~insignificant~~immaterial could adversely affect our business, ~~prospects~~liquidity, ~~results of operations and~~ financial condition. ~~All~~and ~~defined~~results ~~terms~~of ~~used in the following risk factor are defined in our Annual Report~~operations.

~~The~~Our ~~price~~ability ofto obtain additional financing, refinance our ~~Common~~existing ~~Stock~~debt ~~and~~obligations ~~Warrants~~in the future on terms we deem attractive or access the capital markets may be ~~volatile~~limited.

~~The~~We ~~price~~require ~~per~~sufficient ~~share~~liquidity oflevels for our ~~Common~~operations ~~Stock,~~and asstrategic ~~well~~business ~~as for the Warrants~~initiatives, ~~may~~including ~~fluctuate~~our ~~due~~ongoing tomulti-year abusiness ~~variety~~transformation ~~of factors within~~ and ~~outside~~scaling of our ~~control,~~premium ~~including:~~jet ~~(i) changes~~fleets. inWe ~~the~~have ~~private~~existing ~~aviation~~debt ~~industry~~obligations and ~~general~~we ~~demand~~expect ~~for~~to ~~travel~~from ~~services;~~time ~~(ii) changes~~to intime ~~general~~incur ~~market~~additional ~~conditions~~debt ~~and~~obligations ~~macro-economic~~or ~~conditions,~~other ~~including~~arrangements ~~the~~to ~~price~~fund ofworking ~~aircraft~~capital ~~fuel;~~requirements, ~~(iii) developments~~other ~~involving~~debt ~~our~~service ~~competitors~~obligations, ~~such~~strategic astransactions, ~~material~~capital ~~announcements~~expenditures ~~or new offerings~~ and ~~services;~~strategic ~~(iv) changes~~initiatives, inincluding ~~applicable~~to ~~laws~~scale ~~and~~our ~~regulations~~premium ~~affecting~~jet ~~our~~fleets ~~business~~ and ~~operations;~~fund ~~(v) variations~~future inbusiness ~~our~~growth. ~~operating~~Factors ~~performance~~that ~~and~~may ~~the~~affect ~~performance of~~ our ~~competitors~~ability into ~~general;~~obtain ~~(vi) changes~~additional infinancing, ~~our~~refinance ~~levels~~existing ofdebt ~~liquidity and indebtedness~~obligations, ~~other~~close ~~contractual~~announced ~~obligations~~ or ~~credit~~committed ~~ratings~~financings ~~and the terms~~ or ~~covenants~~access ~~associated~~the ~~with~~capital ~~our~~markets ~~indebtedness~~on orterms ~~contractual~~attractive ~~obligations;~~to ~~(vii) actual~~us, or ~~anticipated~~at ~~fluctuations~~all, in include: our ~~quarterly~~financial orperformance, ~~annual~~ operating ~~results~~cash flows and liquidity; the ~~public’s~~timing ~~reaction~~of tocapital ~~our~~requirements ~~press~~or ~~releases,~~strategic ~~our~~initiatives; ~~other~~changes ~~public~~in ~~announcements~~the ~~and~~market for our ~~filings~~equity ~~with~~securities ~~the~~and ~~SEC;~~conditions ~~(viii) publication~~in ofthe ~~research~~capital ~~reports~~markets bygenerally; ~~securities~~our ~~analysts~~credit ~~about~~status us or ~~our~~credit ~~competitors~~ratings; ormarket ~~our~~conditions ~~industry~~in or the ~~cessation~~private ofaviation ~~such coverage~~industry; ~~(ix) actions~~general byeconomic ~~stockholders,~~conditions ~~including~~and ~~sales~~geopolitical byevents; ~~stockholders~~and ofthe ~~any~~ability ofto ~~their~~use ~~shares~~our ofassets ~~our~~as ~~Common~~collateral ~~Stock;~~for ~~(x) increases~~future financings, refinancings or ~~decreases~~sale-leaseback intransactions. ~~reported~~We ~~holdings~~may byalso ~~insiders~~be orrequired ~~significant~~to ~~stockholders,~~seek ~~including~~the ~~shares~~consent of ~~Common~~third ~~Stock~~parties ~~held~~under bythe ~~our~~agreements ~~Lenders;~~governing ~~(xi)~~our ~~the~~existing ~~issuance~~debt obligations and ~~sale~~the ofInvestor ~~shares~~Rights ofAgreement ~~our~~for ~~Common~~any ~~Stock~~new orfinancing, ~~securities~~refinancing ~~exercisable~~or ~~for~~capital ormarkets ~~convertible~~activity. orIn ~~exchangeable~~addition, ~~into~~incurring ~~shares~~additional ofindebtedness ~~Common~~may ~~Stock,~~hinder ~~including~~our ~~under~~ability ~~the~~to ~~Company’s~~obtain ~~ATM~~future ~~Program;~~debt ~~(xii)~~or ~~the~~equity ~~timing~~financing, ~~and~~result ~~magnitude~~in ofcertain ~~repurchases~~counterparties ofbeing ~~shares~~unwilling ofto ~~Common~~enter ~~Stock~~business byrelationships ~~the~~with ~~Company~~us, ~~under~~or ~~any~~adversely ~~stock~~impact ~~repurchase~~our ~~program~~financial ~~approved~~performance bydue ~~the~~to, ~~Board;~~among ~~(xiii)~~other ~~fluctuations~~things, inexisting ~~trading~~debt ~~volume~~levels and the ~~volume~~timing of ~~shares~~maturity of our ~~Common~~debt ~~Stock~~obligations, ~~available~~our ~~for~~debt ~~public~~service ~~sale~~obligations, ~~including~~the ~~upon~~unavailability ~~expiration or extension~~ of ~~lock-ups~~unencumbered collateral or ~~other~~relative ~~restrictions~~lien onpriority, ~~trading~~or ~~shares~~our ofcredit ~~Common~~ratings ~~Stock~~or ~~applicable~~profile. toExternal ~~certain~~financing ~~stockholders;~~may ~~(xiv)~~not ~~additions~~be ~~and~~timely ~~departures~~available ofto ~~key~~us ~~personnel;~~on ~~(xv)~~terms ~~commencement~~that ~~of,~~we ~~involvement~~deem inattractive, or ~~the~~at ~~outcome of~~all, ~~litigation~~to orfund ~~disputes~~the ~~involving us; (xvi) changes in our~~ capital ~~structure,~~needs ~~such as future issuances~~ of ~~equity~~our ~~securities~~business ~~or the incurrence of debt~~ and ~~grants~~satisfy ~~of equity awards under~~ our ~~equity~~obligations ~~incentive~~in ~~plans;~~the ~~and~~ordinary ~~(xvii)~~course ~~general~~of ~~economic~~business. ~~and~~Any ~~political~~inability ~~conditions,~~to ~~such~~timely assource ~~the~~additional ~~effects~~financing ofon ~~recessions,~~terms ~~changes~~we indeem ~~inflation and interest rates~~attractive, ~~taxes,~~or ~~tariffs~~at ~~and trade policies~~all, ~~government~~could ~~shutdowns~~adversely oraffect ~~funding~~our ~~changes~~business, ~~the~~ results of ~~local~~operations, ~~and~~financial ~~national elections~~condition, ~~fluctuations~~liquidity ~~in fuel prices~~ and ~~international~~ability ~~currency~~to ~~rates,~~timely ~~and~~execute ~~the~~our ~~impact~~strategic ~~of corruption, political instability and acts of war or terrorism~~goals.

58Additionally, we have announced the Proposed 2026 Term Loan and may from time to time announce our intention to enter into other future financing transactions or enter into commitments with capital providers for potential financing transactions that have not closed. Such potential financing transactions are generally subject to certain terms and conditions that must be satisfied, including the completion of definitive documentation and/or due diligence reviews, in order to enter into and close such potential transactions. We can provide no assurance that we will be able to close such potential financing transactions on the terms and timeline that we initially anticipate, or at all, or that we will realize the anticipated benefits from such financings or commitments to provide available liquidity, including with respect to any such transactions that are intended to fund strategic transactions, working capital needs or our multi-year business transformation or other strategic goals. Any inability to timely close any announced or committed potential financing transaction on terms we deem attractive, or at all, could adversely affect our business, results of operations, financial condition and liquidity.

Our ability to meet our debt service obligations, including required principal and interest payments on our outstanding indebtedness, will depend on future performance, which is subject to financial, economic, competitive, regulatory, and other factors beyond our control. If our cash flows and capital resources are insufficient to fund our

debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital, or restructure or refinance our indebtedness. We may not be able to implement any of these alternatives on satisfactory terms, or at all. Failure to meet our debt service obligations would have a material adverse effect on our business, results of operations, financial condition and liquidity.

A decrease in demand for the private aviation services we offer could adversely affect our business, results of operations and financial condition.

Demand for private aviation services has historically fluctuated due to economic cycles, geopolitical events, the COVID-19 pandemic, the impact of aviation fuel prices and other events that influence the behavior of private flyers. Any general downturn in economic, business and financial conditions, including outsized impacts in larger metropolitan areas in the U.S., U.K. and Europe where our members and charter customers are more concentrated, that has an adverse effect on our members’ or customers’ spending habits could decrease their demand for travel and, to the extent they travel, increase their use of other modes of travel. In addition, various factors within and outside of our control may impact the demand for our services, our ability to acquire new and retain existing members and customers, and our ability to sell Membership Funds and charter offerings, differently than other participants in the private aviation industry, including due to, among other things, changes in our service offerings, business model, sales efforts or success, asset base, financial condition, results of operations or liquidity outlook, or the impact and perception of announced, committed or closed transactions, including debt financings. If demand for private aviation and other services we offer, our success in selling our services or the perception of us held by our members, customers or potential customers, were to decrease for any reason, we could experience slower than expected growth, lower demand for flight services, a reduction in flight spend or the utilization of our aircraft, lower purchases or usage of Membership Funds, or a general shift from our membership program (where Membership Funds received up front are typically applied to future flying over a multi-month period), to our charter solutions (where funds for a flight are received close in time to booking), each of which could have an adverse effect on our business, results of operations, financial condition and financial goal achievement. In addition, the timing and magnitude of one or more of these events could amplify the adverse impact to our business, results of operations, financial condition and financial goal achievement for periods after the conclusion of such events.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities for the Three Months Ended ~~September~~March 3031, ~~2025~~2026

The table below sets forth information regarding purchases of our Common Stock during the three months ended ~~September~~March 3031, ~~2025~~2026:

Period	Total Number of Shares Purchased(1)	Average Price Paid Per Share		Total number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)	Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased under the Plans or Programs(2)(3)
	Total Number of Shares Purchased(1)	Average Price Paid Per Share		Total number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)	Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased under the Plans or Programs(2)
July 1, 2025 through July 31, 2025	341,166	$	1.09	341,166	$	9,372,705
January 1, 2026 through January 31, 2026	44	$	13.20	—	$	9,372,705
August 1, 2025 through August 31, 2025	15,405	3.00		—	$	—
February 1, 2026 through February 28, 2026	15,012	13.20		—	9,372,705
September 1, 2025 through September 30, 2025	100,237	2.21		—	$	—
March 1, 2026 through March 31, 2026	212	11.20		—	9,372,705
For the three months ended September 30, 2025	456,808	$	2.32	341,166	$	9,372,705
For the three months ended March 31, 2026	15,268	$	13.20	—	$	9,372,705

_________________

(1)~~The~~Reflects ~~total number of~~ shares ~~purchased during three months ended September 30, 2025 includes shares~~ of Common Stock ~~(i)~~ withheld for payment of tax liability arising from the vesting of restricted stock units for certain ~~officers~~executive ~~and (ii) repurchased under the Share Repurchase Program (as defined below)~~officers.

(2)On ~~April 30~~May 1, 2025, the ~~Board~~Company ~~approved~~announced a $10.0 million share repurchase program (the “Share Repurchase Program”) under which the Company may repurchase shares of Common Stock from time to time at management's discretion using a variety of methods, including open market purchases or privately negotiated transactions. The Share Repurchase Program has no expiration date, but may be suspended or discontinued at any time in the Board’s discretion. The amount reported in the table above excludes the impact of excise taxes on share repurchases in excess of issuances, which is recognized as part of the cost basis of the shares of Common Stock repurchased as reflected in the condensed consolidated statements of equity.

~~(3)Excludes~~We ~~excise~~have ~~tax~~retrospectively onadjusted all share ~~repurchases~~counts inand ~~excess~~per ofshare ~~issuances, which is recognized as part~~ of ~~the~~Common ~~cost~~Stock ~~basis~~amounts ofin the ~~shares~~table ofabove ~~Common~~to ~~Stock~~reflect ~~repurchased~~the asestimated ~~reflected~~impact inof the ~~condensed~~Reverse ~~consolidated~~Stock ~~statements of equity~~Split.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a) None.

(b) None.

(c) During the three months ended ~~September~~March 3031, ~~2025~~2026, no director or officer of the Company adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as each term is defined under Item 408(a) of Regulation S-K.

5953

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

No.						Description of Exhibit
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 ~~By-Laws~~Certificate of Incorporation of Wheels Up Experience Inc., ~~effective~~filed ason ofApril ~~November 15~~24, ~~2023~~2026 (incorporated by reference to Exhibit 3.2 to the Registrant’s ~~Annual~~Current Report on Form 108-K, filed with the SEC on ~~March~~April 727, ~~2024~~2026)
10.1						ATM Equity OfferingSM Sales Agreement, dated August 29, 2025, by and among Wheels Up Experience Inc. and each of BofA Securities, Inc. and Jefferies LLC (each as sales agent) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 29, 2025)
3.3						Amended and Restated By-Laws of Wheels Up Experience Inc., effective as of November 15, 2023 (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 7, 2024)
10.2						Amendment No. 3 to Investment and Investor Rights Agreement, dated September 21, 2025, by and among Wheels Up Experience Inc. and the Investors listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 22, 2025)
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 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 27, 2026)
31.1*						Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**						Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**						Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document


*						Filed herewith.
**						Furnished herewith.

6054

SIGNATURES

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

	WHEELS UP EXPERIENCE INC.
Date: November 5, 2025		/s/ George Mattson
Date: May 11, 2026		/s/ George Mattson
	Name:	George Mattson
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: November 5, 2025		/s/ Alex Chatkewitz
Date: May 11, 2026		/s/ Alex Chatkewitz
	Name:	Alex Chatkewitz
	Title:	Chief Accounting Officer
		(Principal Accounting Officer)

6155

Filing Compare · Wheels Up Experience Inc.