Wheels Up Experience Inc.

For the period ended Jun 9, 2026. Filed Apr 24, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 9, 2026 · Filed Apr 24, 2026

UP$2.84-0.7%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

Wheels Up Experience Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 9, 2026

To the Stockholders of Wheels Up Experience Inc.:

I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Wheels Up Experience Inc., a Delaware corporation (referred to herein as the “Company”, “Wheels Up”, “we”, “us” or “our”), which will be held online atwww.virtualshareholdermeeting.com/UP2026, at 8:15 a.m., Eastern Time on Tuesday, June 9, 2026. You may submit questions and vote online during the virtual Annual Meeting.

The Annual Meeting will be held for the following purposes, as more fully described in the accompanying Proxy Statement (“Proxy Statement”):

(1)	To elect each of the four Class II director nominees named in the Proxy Statement to serve until the 2029 annual meeting of stockholders or until the election and qualification of their respective successors (“Proposal No. 1”);

(2)	To provide a non-binding, advisory vote to approve named executive officer compensation for the fiscal year ended December 31, 2025 (“Proposal No. 2”);

(3)	To ratify, on a non-binding, advisory basis, the appointment of Grant Thornton LLP (“GT”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal No. 3”);

(4)

To approve an amendment (the “LTIP Amendment”) to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 (as previously amended by each of Amendment No. 1 thereto and Amendment No. 2 thereto, the “A&R 2021 LTIP”), to increase the aggregate number of shares of the Company’s Class A common stock, $0.0001 par value per share (“Common Stock”), available for awards made under the A&R 2021 LTIP and extend the termination date of such plan to March 31, 2036 (“Proposal No. 4”); and

(5)	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Proxy Statement accompanying this Notice of Annual Meeting of Stockholders includes additional details on the foregoing proposals. Only stockholders who owned Common Stock of the Company at the close of the trading day on April 10, 2026 can vote at the Annual Meeting or any adjournments or postponements thereof.

Wheels Up’s Board of Directors recommends that you vote:

(1)	Proposal No. 1—“FOR” the election of each of the four Class II director nominees named in Proposal No. 1 of the Proxy Statement to serve until the 2029 annual meeting of stockholders or until the election and qualification of their respective successors;

(2)	Proposal No. 2—“FOR” the non-binding, advisory vote to approve named executive officer compensation for the fiscal year ended December 31, 2025, as described in Proposal No. 2 of the Proxy Statement;

(3)	Proposal No. 3—“FOR” ratification, on a non-binding, advisory basis, of the appointment of GT as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, as described in Proposal No. 3 of the Proxy Statement; and

(4)	Proposal No. 4—“FOR” approval of the LTIP Amendment to increase the aggregate number of shares of Common Stock available for awards made under the A&R 2021 LTIP and extend the termination date of such plan to March 31, 2036, as described in Proposal No. 4 of the Proxy Statement.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting online, we encourage you to read the accompanying Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and submit your proxy as soon as possible using one of the voting methods described under the caption titled “Information About the Proxy Process and Voting” in the Proxy Statement. If you receive more than one set of proxy materials or notices of internet availability because your shares are registered in different names or under different addresses, each proxy card or voting instruction card should be signed and submitted to ensure that all your shares will be voted. Any stockholder attending the Annual Meeting may vote online at the meeting, even if the stockholder has already returned a proxy card or voting instruction card. However, if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy card or voting instruction card issued in your name from that record holder.

We appreciate your continued support of Wheels Up and look forward to receiving your proxy.

By Order of the Board of Directors

Adam Zirkin

Chairperson of the Board

April 24, 2026

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.