Wheels Up Experience Inc.
For the period ended May 21, 2026. Filed May 26, 2026.
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May 21, 2026 · Filed May 26, 2026
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Contents
Cautionary Note Regarding Forward-Looking Statements
This Current Report and Exhibit 99.1 furnished herewith contain certain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside of the control of the Company. These forward-looking statements include, but are not limited to, statements regarding: (i) the Revolving Equipment Notes Facilities, including the Series B NPA and Trust Indenture related thereto and the financing transactions contemplated thereby, and the ability to use the net proceeds therefrom as described in Item 1.01 of this Current Report; (ii) the ability of the Company to reborrow under the Revolving Equipment Notes Facilities, subject to any restrictions under the definitive documentation thereunder or pursuant to the 2023 Credit Agreement, in the future and to use the net proceeds from such reborrowings as described in Item 1.01 of this Current Report; (iii) the terms of, the Company’s ability to sign and close, and the impact on the Company of, any potential debt financings and the receipt of net proceeds therefrom, including the Proposed 2026 Term Loan and any potential impacts on the trading prices and trading market for the Company’s Common Stock; and (iv) the impact of activities and transactions involving certain investors on the Company’s business and financial prospects and future success. 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 the Company under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 10, 2026, under Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 11, 2026 and the Company’s other filings with the SEC from time to time. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company does not intend to update any of these forward-looking statements after the date of this Current Report.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit Number | Description |
| 4.1*+^ | Note Purchase Agreement, dated as of May 21, 2026, among Wheels Up Partners LLC, Wheels Up Class B-1 Loan Trust 2024-1 and Wilmington Trust, National Association, as subordination agent and trustee (2024-1 Series B-1 Revolving Equipment Notes) |
| 4.2* | Amended and Restated Intercreditor Agreement, dated as of May 21, 2026, by and among Wheels Up Experience Inc., Wheels Up Partners Holdings LLC, Wheels Up Partners LLC, Wheels Up Private Jets LLC, Delta Air Lines, Inc., Wheels Up Class A-1 Loan Trust 2024-1, Wheels Up Class B-1 Loan Trust 2024-1 and Wilmington Trust, National Association, not in its individual capacity except as expressly stated therein but solely as subordination agent and trustee (2024-1 Revolving Equipment Notes Facilities) |
| 4.3*+^ | Joinder and Amendment No. 1 to Participation Agreement, dated as of May 21, 2026, by and among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly provided therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2024-1, Wheels Up Class B-1 Loan Trust 2024-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly provided therein, but subordination agent (with a conformed version of the Participation Agreement through and including Amendment No. 1 thereto provided in Exhibit A thereto) (2024-1 Revolving Equipment Notes Facilities) |
| 4.4*+^ | Amendment No. 1 to Trust Indenture and Mortgage, dated as of May 21, 2026, by and between Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee (with a conformed version of the Trust Indenture through and including Amendment No. 1 thereto provided in Exhibit A thereto) (2024-1 Revolving Equipment Notes Facilities) |
| 4.5* | Form of Equipment Notes (included in Exhibit 4.4) |
| 4.6* | Amended and Restated Guarantee, dated as of May 21, 2026, from each person listed in Schedule I thereto and each other person that becomes an additional guarantor pursuant thereto, to the parties listed in Schedule II thereto (2024-1 Revolving Equipment Notes Facilities) |
| 4.7*^ | Class B Loan Agreement, dated as of May 21, 2026, by and among Wheels Up Class B-1 Loan Trust 2024-1, the initial lender thereunder and each lender from time to time party thereto, and their permitted successors and assigns, and Wilmington Trust, National Association, as facility agent for the lenders and not in its individual capacity, except as expressly stated therein, but as facility agent and security trustee for the lenders (2024-1 Series B-1 Revolving Equipment Notes) |
| 4.8* | Security Agreement, dated as of May 21, 2026, among Wheels Up Class B-1 Loan Trust 2024-1 and Wilmington Trust, National Association, not in its individual capacity but solely as security trustee and the facility agent (2024-1 Series B-1 Revolving Equipment Notes) |
| 10.1* | Amendment No. 4 to Investment and Investor Rights Agreement, dated May 23, 2026, by and among Wheels Up Experience Inc. and the Investors listed on the signature pages thereto |
| 99.1** | Press Release, dated May 26, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
| ** | Furnished herewith. |
| + | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC or its staff upon request. |
| ^ | Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item (601)(b)(10) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted information to the SEC or its staff upon request. |
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