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Wheels Up Experience Inc.

For the period ended Dec 17, 2025. Filed Dec 19, 2025.

View on SEC.gov

About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Dec 17, 2025 · Filed Dec 19, 2025

Use the contents to explore the available documents and sections.

UP$2.84-0.7%Stored close · as of Nov 6, 2026
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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 impact of the Notice and Potential Reverse Split with respect to the Common Stock, if any, on the Company’s business, results of operations, financial condition, and the trading prices, liquidity, trading volume, volatility and marketability of the Common Stock; (ii) the Company’s ability to cure compliance with Section 802.01C, including by effecting Potential Reverse Split with respect to the Common Stock, if any, or any other action intended to cure compliance with Section 802.01C, or at all; (iii) the availability or success of other options that the Company may undertake that are intended to cure compliance with Section 802.01C; (iv) the Company’s ability to maintain compliance with the other requirements of the NYSE’s continued listing standards; (v) public perception of the Potential Reverse Split with respect to the Common Stock, if any, in light of the Company’s past reverse stock split and the history of reverse stock splits for other companies, and the potential impacts on the trading market or price of the Common Stock; and (vi) the likelihood that Potential Reverse Split with respect to the Common Stock, if any,

or other action that the Company may take with the intent to regain compliance with Section 802.01C will result in any permanent increase in the trading price per share of Common Stock. The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 11, 2025 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 NumberDescription
99.1Press Release, dated December 19, 2025
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
ContentsView on SEC.gov

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