Wheels Up Experience Inc.

Wheels Up is a leading global provider of on-demand private aviation with a large, diverse aircraft fleet and a network of safety-vetted charter operators, all committed to safety and service. Our offering is delivered through a mix of our membership program and charter solutions that strategically utilize our controlled aircraft fleet and charter operators to deliver a greater range of 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.

Our Offerings and Services

As part of the multi-year business transformation that we are continuing to execute, our membership program and global charter offerings have evolved to meet the varying needs of private flyers across the markets we serve. 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. Flight revenue includes revenue earned from a member’s use of funds advanced to us for the cost of future flight services and other incidental costs, such as catering and ground transportation (a “Membership Fund,” formerly referred to as a “Prepaid Block”), and from on-demand and wholesale charter flights. We generate Membership revenue from fees paid for Wheels Up’s membership program, which provides members with access to our large, diverse controlled aircraft fleet. We also generate Other revenue from activities and services that complement our core private aviation business, such as cargo flights, and government and defense solutions. We expect our service offerings will continue to evolve as we advance our fleet modernization strategy and continue to tailor to the needs of our members and customers.

Wheels Up Signature Membership

Wheels Up’s membership program provides varying benefits and services that we believe suit a range of existing and potential individual and business private flyers. Our membership program offers a simplified on-ramp to private flying with less complexity and lower up-front cost compared to other private aviation programs currently available. In September 2025, we announced the Wheels Up Signature Membership, an evolution enabled by our fleet modernization strategy that provides members access to our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft, in addition to our legacy aircraft fleet. The Wheels Up Signature Membership is designed to give our members flexibility, certainty and premium benefits that make flying simpler and more rewarding. Private flyers with predictable annual spend can become a Signature member, where a small monthly fee and the purchase of a Membership Fund unlock increased flexibility, allowing our members to choose between the Dynamic Access Plan, which provides discounted, dynamically-priced hourly rates, and the Fixed Access Plan, which provides predictability and consistency in hourly rates to private flyers. Each access plan includes guaranteed availability and recovery for flights in the Contiguous U.S., within 225 miles of the Canada and Mexico borders, and for select other international destinations, such as the Bahamas and Cabo San Lucas, Mexico. We also continue to provide Custom Enterprise Solutions to larger corporate customers.

Our first-of-its-kind partnership with Delta gives Wheels Up members the opportunity to earn Delta SkyMiles® Diamond Medallion® status based on their qualifying Wheels Up spend and use their Membership Fund to purchase discounted Delta flights and receive other benefits with Delta, in each case subject to certain terms and conditions. Signature members also have access to an enhanced lifestyle program of events, experiences and member benefits. All membership options provide access through the Wheels Up mobile app and website to charter flights.

Prior to the introduction of our Signature Membership, our membership program was tailored to our legacy aircraft fleets and provided members capped hourly rate pricing in high density travel regions in the U.S. along the east coast, west coast and travel in between, specified aircraft availability on peak demand days, access across cabin classes and, depending on the size of the Membership Fund, guaranteed availability and recovery within the continental U.S., U.K. and Europe, subject to certain terms and conditions. While we continue to offer and serve members under the legacy fleet-focused membership program in accordance with their terms, we have provided those existing members with a streamlined on-ramp to Signature Membership and access to our Bombardier

Challenger 300 series and Embraer Phenom 300 series aircraft. As we continue to scale our Challenger and Phenom fleets, we expect an increasing percentage of Membership Fund purchases by new and existing members will be for the Wheels Up Signature Membership product versus legacy fleet-focused products.

Under our membership program and Custom Enterprise Solutions, our members and customers pay for their flights based on either a capped or fixed rate, or dynamic pricing depending on the terms of their Membership Fund and specific mission. The cost of a flight is based on the quoted amount at time of booking. For trips that are charged based on a capped or fixed rate, the cost of the trip is calculated by multiplying the applicable capped or fixed rate by the estimated flight and taxi time, subject to minimum flight hours for each cabin class, and then adding applicable fuel costs, fees and taxes.

Wheels Up Charter Solutions

For travelers looking to pay as they go, Wheels Up’s charter solutions allow members and customers to book charter trips with no upfront costs for everything from a family vacation to a multi-stop, international business itinerary. Wheels Up offers 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- and 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 program and provide a leading solution for members and customers wishing to fly globally through attractive market-based pricing and personalized alternatives.

Through our first-of-its-kind partnership with Delta, Wheels Up’s charter customers are eligible to earn Delta Diamond Medallion® status after achieving qualifying flight spend, subject to certain terms and conditions. In addition, we have transitioned our legacy Connect and Core “pay-as-you-fly” memberships to our charter business. We believe that Wheels Up’s charter solutions provide users of our platforms with a greater range of flight alternatives and are an important part of our value proposition and position in the private aviation industry.

In general, charter customers pay for their flights based on dynamic pricing depending on the specific mission. Individual and business members can utilize their Membership Fund to pay for charter flights outside of the terms of their Membership Fund, providing them with additional flexibility to select the right aircraft for their mission anywhere in the world. Our ability to source a wide variety of aircraft from a geographically diverse set of operators, as well as our own controlled aircraft to the extent there is excess capacity, allows us to present an array of travel options to our charter customers. The cost of a charter flight is based on the quoted amount at time of booking and includes applicable fuel costs, fees and taxes.

Other Activities & Services

In addition to our membership program and charter solutions, we generate Other revenue from activities and services that complement our core private aviation business, including, but not limited to, cargo flights and government and defense solutions. We believe that these activities and services complement our core private aviation business and provide diversified opportunities for incremental revenue growth.

Service Delivery

Our Controlled Fleet

We fulfill flights under our membership program and charter solutions using our owned and leased fleet of aircraft (our “controlled fleet” or “controlled aircraft”), depending on the specific mission. We believe that use of our controlled aircraft to fulfill member and charter customer flights provides distinct advantages, including: allowing us to better control our operations and cost structure; driving increased efficiency in our operations, aircraft utility and incremental revenue generation opportunities during periods of higher aircraft availability; enhancing the value proposition for our dynamically-priced flights; and maintaining high levels of service and satisfaction. As part of our multi-year business transformation, we are continuing to execute our current fleet modernization strategy by transitioning our controlled fleet from legacy aircraft models to Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft. We believe that tailoring the composition and size of our controlled fleet to meet the varying demands of private flyers will continue to be an important part of our service delivery and long-term strategy. See “Aircraft Assets” included in Part I, Item 2 “Properties” in this Annual Report for more information about our controlled fleet and our current fleet modernization strategy.

Our Third-Party Network

We complement flight activity on our controlled fleet with flights fulfilled by independent third-party operators, which widens the aperture of dynamically-priced flights we can offer our members and customers. Our relationships with third-party operators provide access to a wide variety of aircraft to meet the specific mission of our members and customers, and supply additional aircraft to more efficiently service flight requests in diverse geographies and during peak demand periods. The availability of third-party aircraft also enhances our ability to provide more cost-efficient, guaranteed availability and recovery within our service areas. Our dedicated team of charter brokers and other aviation professionals in the U.S. and globally leverage our relationships with third-party operators to facilitate global private jet, cargo, group charter and government and defense solutions on behalf of our customers. We believe our growing relationships with third-party operators will support continued expansion of our charter offerings alongside our membership program.

Member & Customer Experience

We are dedicated to delivering our members and customers a premium flight experience worth repeating. As part of the multi-year business transformation that we are continuing to execute, we have refined the member and customer experience by introducing a newly integrated commercial model that provides a single, personalized team to manage private aviation membership, global private charter, group charter and hybrid private-commercial itineraries through our partnership with Delta. These organizational changes bring together previously separate membership program and charter solutions sales, marketing, account management and service delivery organizations, as well as separate back-end platforms and processes. We believe our concierge-level customer engagement model will enhance the member and customer experience and be an essential element of our premium service delivery over the long-term.

Sales & Account Management

The acquisition of new, and retention of existing, members and customers is essential to the growth of our business and efficient utilization of our controlled aircraft. We have meticulously revamped our membership program to meet the varying needs of individual and business private flyers, and to feature our modernized Bombardier Challenger 300 series and Embraer Phenom 300 series. We redesigned our sales organization within our newly introduced concierge-level customer engagement model to capitalize on the various lead generation efforts and customer acquisition channels available to us. We have also partnered with Delta to expand our reach to its individual and business customers, and realize cross-selling opportunities that provide members and customers the ability to seamlessly travel using our private flight solutions and premium commercial travel on Delta. We believe that our sales efforts and integration with Delta’s sales teams are a unique differentiator for us from our competitors and enhance our long-term value proposition to our members and customers.

Members and customers are paired with dedicated, industry and regionally focused sales and service teams that own the customer relationship and are responsible for sales, booking, trip support, and service coordination across every phase of each trip. Our experienced sales team members include specialists ready to serve an array of travelers, including high net worth individuals, small, medium and large businesses, cargo and group charter customers, and customers with specialized needs, such as musicians, entertainers, athletes and business executives. Our integrated sales teams handle private aviation membership, global private charter, group charter and hybrid private-commercial itineraries with Delta, allowing our members and customers to take full advantage of the suite of aviation solutions we offer.

Competition & Strategic Outlook

The private aviation industry is highly competitive and fragmented. We compete with operators that have different business models than us, such as fractional aircraft ownership, aircraft management, lease-based models, jet cards, alternative membership programs, charter solutions and wholesale operations. In addition, many potential members and customers have the option to pursue whole aircraft ownership. These different service models result in significantly different business plans, operating models, and up-front and ongoing financial commitments by the customer. We believe that our diversified offering of both a membership program and global charter solutions is advantageous to our target customers, gives us a competitive advantage over our competitors and can be scaled to meet the varying needs of a wider array of private flyers across our global platform.

The private aviation industry has historically experienced periods of rapid expansion that result in short-term supply constraints, followed by periods of more moderate growth that provide opportunities for consolidation. Economic cycles have historically impacted customer behavior in the private aviation industry and result in varying flight volumes and switching between various private flight options. We expect that competition in the private aviation industry will remain strong and that industry participants will continue to innovate.

We look to take advantage of our market opportunities by elevating the following priorities:

Creating Exceptional Member & Customer Experiences

Our goal is to create an exceptional member and customer experience worth repeating. We have built an industry-leading brand that creates broad consumer awareness, offerings designed to attract new, and retain existing, members and customers, and a first-of-its-kind partnership with Delta that provides our members and customers with unmatched premium commercial travel benefits. We believe that our membership program and charter solutions uniquely position us to provide these experiences to members and customers with varying needs. We also offer our members unique perks and experiences, including celebrations around popular sports and cultural events, partnerships with certain of the world’s top lifestyle brands and other benefits, such as third-party luxury concierge, vacation and travel experience providers, that enhance the member experience beyond our core aviation offerings. We expect to continue to build and tailor our platform to meet the varying needs of private flyers.

Leveraging the Scale of Our Network

We have made, and expect to continue to make, significant investments in our aircraft fleet, service offerings, sales network, brand and technology. Our membership program and charter solutions are designed to address the needs of a wide range of individual, business and other private flyers. We utilize our controlled aircraft to support both member and charter customer flights depending on the specific mission. We also have access to a large global network of safety-vetted charter operators. Together, our controlled fleet and global network of third-party operators position us to provide our members and customers with the right aircraft for their mission, and give them the opportunity to select a mode of travel that works best for their specific needs. We believe that leveraging the scale of our operations and breadth of our global charter relationships are important drivers of our long-term member and customer value proposition, as well as financial performance.

We also believe that the varying needs of individual, business and other travelers present an opportunity to drive long-term growth and profitability outcomes. Historically, individual leisure travelers utilize our private aviation services most heavily on weekends, holidays and warmer months, while business travelers utilize our services more evenly over weekdays and outside of peak holiday periods. These natural demand patterns present an opportunity to leverage our scale and network to drive aircraft utility, more profitable flying and the value proposition for our members and customers. We are continuously improving our operations and maintenance activities to increase aircraft availability and operational reliability while supporting higher flight volumes and driving aircraft utility. We believe the opportunity to scale our business while maintaining balanced growth among individual and business members and customers will contribute meaningfully to our overall growth and ability to reach and sustain profitable growth in the future.

Deepening Our Strategic Relationship with Delta

Our first-of-its-kind partnership with Delta, anchored by our long-term Commercial Cooperation Agreement with Delta (as amended and restated, the “CCA”), uniquely positions us to address a wider array of member and charter customer flight needs by providing seamless travel options across both private aviation and premium commercial airline travel. This includes the January 2026 launch of industry-first self-booking for Delta commercial flights directly within the Wheels Up app, which enables members and charter customers to plan, book and manage premium commercial travel alongside private aviation in one integrated digital experience. Wheels Up members and charter customers can earn Delta Diamond Medallion® status and receive other benefits with Delta, subject to certain terms and conditions. Our cross-selling efforts with Delta’s sales teams, and the continued integration of Delta’s commercial offerings into our digital platform, greatly expand our ability to target individual, business and other potential customers through coordinated sales initiatives and co-branded experiences.

We believe that our ability to work alongside Delta to enhance our sales and marketing efforts, operations and corporate management, including through shared technology and customer-facing innovation, enhances our value proposition and is a key differentiator of us from our competitors. We also anticipate that our partnership with Delta will allow us to further evolve our service offerings and innovate our business in the future in a way that others in the private aviation industry cannot, which we believe will provide additional growth and profitability opportunities as we continue our multi-year business transformation. We continue to explore additional commercial and strategic partnerships with Delta to provide our members and customers with premium travel experiences worth repeating.

Evolving Our Strategic Development & Integration Initiatives

We are in the process of executing a multi-year business transformation. As we focus on delivering exceptional member and customer experiences and achieving more profitable operations, our execution plan includes the following priorities:

•Our Fleet Modernization Strategy — In October 2024, we announced our current fleet modernization strategy, which we expect will result in the transition from the operation of four legacy private jet models - Cessna Citation CJ3, X, and Excel/XLS and Hawker 400XP aircraft - to two different private jet models - Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft - while we continue to operate a smaller fleet of King Air 350i turboprop aircraft. We have made substantial progress on our fleet transition and believe that our strategy, latest membership program changes and the growth of our charter offerings position us well to deliver a greater range of global travel alternatives and leverage our network for future growth. See “Aircraft Assets” included in Part I, Item 2 “Properties” in this Annual Report for more information about our current fleet modernization strategy.

•Driving Demand to Our Platform — We believe that we have created a dynamic service offering that meets the diverse flying needs of individual, business and other customers. We believe that our sales and marketing efforts are crucial to identifying and converting potential members and customers. In addition, our strategic relationship with Delta provides exposure to high-value Delta individual and corporate customers. Our ability to drive member and customer demand to increase utilization of our controlled aircraft and charter solutions, including by delivering exceptional flight experiences, will be important drivers of our long-term success.

•Realizing the Benefits of Our Efficiency Actions — We are continuously reviewing all aspects of our business, operations and cost structure in an effort to optimize our operations, realize cost savings, rationalize our asset portfolio and provide better service to our members and customers. We have implemented, and continue to pursue, efficiency and cost reduction measures in areas of our business that do not directly impact the member and customer experience. We expect that our continued efforts to optimize our operations, control costs and consistently deliver high levels of member and customer service will be important to achieving profitable long-term growth.

Effective Deployment of Leading Technology

We believe that technology and innovation are important to advancing our operations and strategic decision making in the future. Our global aviation solutions platform comprises three main elements: intuitive digital front-end interfaces; a middle tier supported by data-driven optimization and pricing algorithms; and a back-end featuring a comprehensive flight operations platform, with connectivity to a network of third-party operators, supported by our cloud-based flight management system, UP FMS. Our investments in technology and data intelligence platforms to support our global aviation solutions through industry-leading mobile and web experiences, provide a springboard to accelerate the implementation of automated processes, improve real-time decision making across our operations and streamline our integration with Delta’s commercial teams.

Operations

Controlled Fleet Air Carrier Operations

Wheels Up currently provides its passenger air carrier services through two U.S. Federal Aviation Administration (“FAA”) Part 135 (as defined below) operating certificates held by Wheels Up Private Jets LLC (“WUPJ”) and Wheels Up Partners LLC (“WUP LLC”). WUPJ is our primary provider of private aircraft charter services, while WUP LLC is the registered owner of our owned aircraft fleet, including Wheels Up branded aircraft. We simplified our flight operations by harmonizing our procedures across the entire company and reducing the number of FAA operating certificates under which we operate from five at the beginning of 2023 to two at the end of 2024. We believe that our FAA operating certificate consolidation and related operational efficiency efforts will continue to contribute meaningfully to our service delivery, fleet transition and financial results in future periods. See “Principal Domestic Regulatory Authorities” below for additional information on our FAA Part 135 operating certificate operations.

Our operations team is integral to our ability to provide flight and non-flight services to our members and charter customers. Our operations team operates primarily from our Atlanta Member Operations Center and includes team members that facilitate booking, flight scheduling, destination transportation and other member services. Centralizing our operations center has allowed us to continually make incremental improvements to our service delivery and operations. We believe that our experienced operations team is vital to providing the premium experiences that our members and customers expect and adhering to our high safety standards.

Charter Operations

Our global private jet charter solutions are supported by our concierge-level customer teams that include charter brokers and other aviation professionals in the U.S. and globally. We leverage our charter brokers’ deep expertise with global private jet, cargo, group charter and government and defense solutions to provide the right aircraft for the member’s or customer’s mission. We believe that our ability to provide global charter solutions to our members and customers is an important aspect of our business model, value proposition and growth plans. We have devoted, and expect to continue to devote, significant resources to growing our global charter offerings alongside our membership program.

Fuel

Our operations are impacted by changes in the price and availability of aircraft fuel. We have pricing agreements with various fuel providers located across the U.S., primarily at fixed-base operators (“FBOs”) or with local airport authorities, that provide agreed upon pricing for fuel and handling or facility fees at each location. For Wheels Up-operated flights, we apply a fuel surcharge to the cost of the flight when the cost of Jet A fuel, as published by the Argus U.S. Jet Fuel Index TM, is more than $2.00 per gallon. We calculate the fuel surcharge based on estimated billable flight time. Charter customers pay fuel costs for charter flights on third-party operated aircraft as part of the total invoiced cost of the flight. Our direct exposure to fluctuations in aircraft fuel prices for such arrangements is limited; however, changes in aircraft fuel prices can result in fluctuations in the demand for certain aircraft types and private aviation services generally. We are currently able to obtain adequate supplies of aircraft fuel in the areas in which we operate. See the caption titled “Increases in fuel costs could adversely affect our business, results of operations and financial condition” in Part I, Item 1A “Risk Factors” in this Annual Report for additional information about risks related to aircraft fuel.

We also bill flyers for a carbon offset fee for each hour of flight time, which is intended to offset the costs related to the environmental impact from our flight operations. In partnership with Delta, we are able to offer certain charter customers the ability to purchase sustainable aviation fuel (“SAF”) environmental attributes to decarbonize their flight activity.

Seasonality

The private aviation industry is subject to seasonal fluctuations and changes in economic conditions. Our operations, including Flight revenue, have historically been favorably affected by increased utilization of our services in the summer months and close in time to major holidays. In addition, we have historically experienced the highest volume of Membership Fund purchases in the fourth quarter of each calendar year.

Safety

At Wheels Up, safety is a cornerstone of our culture, and we have adopted an uncompromising commitment to safety as our core value. We view compliance with FAA regulations as a minimum baseline for our commitment to safety. We go beyond FAA minimum requirements by setting higher safety standards for, among others, pilot experience, certification (licensing), training and safety programs.

For our controlled fleet operations, we have implemented and maintain a voluntary Safety Management System (“SMS”) across our FAA operating certificates that conforms to FAA regulatory requirements for SMS. SMS is a formal, top-down, organization-wide means to identify hazards, mitigate the risk associated with those hazards, collect safety data and act on that data to improve the safety of our operations. Our SMS is managed by a Director of Safety and a team of dedicated professionals trained on the elements of SMS. A key component of our SMS is the Aviation Safety Action Program (“ASAP”). ASAP is a non-punitive safety program that enables employees such as pilots, maintenance technicians and dispatchers to report safety related events for review by us and the FAA with the purpose of implementing corrective actions. Additional non-punitive safety reporting programs are in place for employees that are not covered by the ASAP.

For our charter solutions platform, our third-party aircraft operators must satisfy our rigorous and stringent safety standards for aircraft, crew and operations. To become approved for use, the operator must complete a multi-step risk-based assessment process to verify compliance with our standards. This is an assessment of how well the operator manages their organizational safety performance across all areas of operations, as well as their underlying culture. Additionally, we verify compliance with our crew and aircraft standards using a safety database system for every flight. Under the terms of our agreements with approved third-party operators, they provide service to members and customers subject to continued compliance with our flight standards. Approved operators are subject to recurring assessments.

In addition to our internal safety management efforts, our operating entities are voluntary participants in audits from third-party aviation safety organizations and independent audits by certain corporate clients, as well as the U.S. Department of Defense. These audits are opportunities to have outside experts review and contribute to the continuous improvement of our SMS.

Pilots

Every Wheels Up flight is operated by pilots that meet stringent training and flight-hour requirements, which exceed the FAA’s requirements and training criteria. Each Captain must hold a FAA Airline Transport Certificate. Each pilot is required to be qualified pursuant to our FAA approved training program in the aircraft they fly, as well as hold a valid First-Class Medical Certificate. We have long-term agreements with multiple industry leading third-party suppliers to provide factory-authorized training for our pilots. These agreements provide training availability to Wheels Up pilots throughout the year for both initial and recurrent pilot training in exchange for a fixed price per training slot.

We have a rigorous pilot selection process that includes background and safety record screenings. This screening process includes in-person technical interviews and written examinations, as well as a flight simulator assessment if appropriate. Successful candidates must also complete mandatory initial and recurrent advanced aircraft ground and flight training in a full-motion simulator. This training is also completed annually.

Aircraft Maintenance & Repairs

We maintain and repair our controlled aircraft for the safety of our passengers, assets and the surrounding environment where we operate. Aircraft maintenance and repair consists of scheduled and unscheduled maintenance performed during line maintenance and other maintenance events. Our maintenance and repair process also includes procedures designed to maintain the FAA airworthiness certificate of each controlled aircraft in good standing.

Line maintenance consists of daily and weekly scheduled maintenance inspections, including pre-flight, daily, weekly and overnight checks. Line maintenance also includes any unscheduled items requiring repair on an as-needed basis. Based on the location where line maintenance occurs, work may be performed by a Wheels Up mobile service unit (“MSU”) team or by a FAA-authorized third-party maintenance provider.

Scheduled airframe maintenance inspections are defined by the applicable original equipment manufacturer (“OEM”) maintenance inspection program and are a function of flight hours, flight cycles and/or calendar-based intervals. We attempt to package these airframe maintenance inspections into strategically timed maintenance periods, with the goal of minimizing maintenance downtime while meeting the OEM’s requirements. This work is most often performed by a qualified third-party maintenance provider.

Scheduled engine hot section repairs and overhauls are performed in accordance with the OEM’s requirements and vary by engine model. Engine repairs and overhauls are primarily driven by engine hours, engine cycles and/or calendar-based intervals. Except for certain basic maintenance activities which Wheels Up is able to perform itself, engine maintenance, scheduled or unscheduled, is performed by Wheels Up’s contracted third-party maintenance providers. We are also a party to engine maintenance program agreements covering certain engine maintenance and overhauls on aircraft engines for certain of our controlled aircraft. We attempt to negotiate long-term maintenance agreements covering our controlled aircraft depending on market dynamics, aircraft condition and aircraft model.

In support of the maintenance of our fleet, we maintain in-house maintenance personnel, facilities and MSUs under FAA Part 135 in support of our planned and unplanned maintenance activities where we have both the capability and the capacity. Due in part to progress with our fleet modernization strategy, we have streamlined our internal maintenance footprint and headcount and repositioned our MSUs throughout the U.S. to perform line-maintenance work. If Wheels Up does not have the capability and/or capacity to perform maintenance or repairs in-house, we have entered into long-term agreements with qualified vendors to perform maintenance on certain of our aircraft, aircraft components and engines, generally at agreed upon work-scopes, pricing and availability requirements.

Government Regulation

We are subject to government regulation at federal, state, local and international levels. The scope of these regulations is exceedingly broad, covering a wide range of subjects that includes, but is not limited to, those summarized below.

Principal Domestic Regulatory Authorities

U.S. Department of Transportation (“DOT”)

DOT is the principal regulator of economic matters in the aviation industry. As applied to our business, under Title 14 of the Code of Federal Regulations (“14 C.F.R.”) Part 298, DOT oversees the operations of our subsidiaries that operate as air taxis, or on-demand operators of small aircraft with less than 20 passenger seats. This includes economic authority to conduct business as an on-demand air carrier, as well as consumer protection and insurance requirements that are applied to the conduct of such business. In 14 C.F.R. Part 380 (“Part 380”), DOT also approves and oversees the performance of public charters that may be arranged by a non-air carrier public charter operator for the purpose of offering to the public charter flights that will be performed by an identified air carrier at a predetermined date and time (in contrast to the on-demand, or as-needed/where-needed, character of our air taxi operations).

DOT also regulates how we advertise and hold out services. In 14 C.F.R. Part 295 (“Part 295”), DOT oversees the sale, holding out and arrangement of single entity charter air transportation (or the entire capacity of an aircraft, in contrast to public charter flights which are sold by the seat). We are subject to DOT jurisdiction as an “air charter broker” under Part 295 in offering and selling our membership program for single-entity charters and in acting as an agent for members and customers in arranging flights. We are also subject to DOT’s jurisdiction as a “ticket agent” as defined by 49 U.S.C. Section 40102(a)(45). In every aspect of our business subject to DOT’s jurisdiction, we are subject to DOT’s statutory and regulatory authorities to prohibit and enforce against engaging in “unfair” or “deceptive” practices and unfair methods of competition pursuant to 49 U.S.C. Section 41712. DOT also promulgates and enforces consumer protection regulations to which we are subject.

Importantly, DOT also enforces U.S. laws governing the citizenship of air carriers. For our air carrier subsidiaries to maintain their air carrier licenses, registrations and other authorizations to hold out and operate services, we must ensure that DOT’s citizenship requirements are satisfied. This means that those air carriers must be under the actual control of U.S. citizens (as defined in 49 U.S.C. Section 40102(a)(15)) and must satisfy certain other requirements, including that each air carrier’s president/chief executive officer and at least two-thirds of its board and other managing officers are U.S. citizens and that at least seventy-five percent of its stock entitled to vote is owned and controlled, directly and indirectly, by U.S. citizens. The amount of non-voting stock that may be owned or controlled by non-U.S. citizens is limited as well.

U.S. Federal Aviation Administration

The FAA is the principal regulator of safety matters in the aviation industry. The FAA’s regulations touch on many aspects of civil aviation, such as the:

•design and manufacturing of aircraft, engines, propellers, avionics and other key components (collectively the “aircraft,” as used below), including engine noise and other environmental standards;

•inspection, maintenance, repair and registration of aircraft;

•training, licensing or authorizing and performance of duties by pilots, cabin attendants and maintenance technicians;

•testing of safety-sensitive personnel for prohibited drug use or alcohol consumption;

•design, construction and maintenance of runways and other airport facilities;

•operation of air traffic control systems, including the management of complex air traffic at busy airport facilities;

•certification and oversight of air carriers;

•establishment and use of SMS by air carriers;

•promotion of voluntary systems to encourage the disclosure of data that may aid in enhancing safety; and

•oversight and operational control of air carriers by key personnel, including directors of operations, directors of maintenance, chief pilots, chief inspectors and directors of safety.

Numerous FAA regulations impact our operations and business, and include the following Parts of 14 C.F.R.:

•“Part 5” contains the rules that govern the requirements and processes of SMS applicable to air carriers operating pursuant to Part 135. These rules govern the methods and tools used to identify hazards, mitigate the risk associated with those hazards, collect safety data, act on that data to improve the safety of air carrier operations and an affirmative requirement to promote a safety culture.

•“Part 91” contains the general operating rules for flight safety. These rules govern all flight operations, including private and commercial operations, except to the extent that the commercial operations are subject to additional rules found in other parts of the FAA regulations.

•“Part 135” contains additional rules that apply to commercial “on-demand” operations. “On-demand” operations include flights for which the departure location, departure time and arrival location are specifically negotiated with the customer or the customer’s representative as well as passenger-carrying operations conducted as a public charter under Part 380.

As the operator of our nation’s air traffic control system, the FAA has an especially vital role to play in the management of air traffic, including congestion at the busiest airports and in the busiest air corridors. Also, in the case of a security threat, unusual environmental risk, or other emergency, the FAA has authority to shut down segments of airspace or even the entire U.S. airspace to civilian use.

U.S. Transportation Security Administration (“TSA”)

As an agency of the U.S. Department of Homeland Security (“DHS”), TSA is the principal regulator of security matters in the aviation industry. Among other things, the TSA regulates the standard security programs in use by U.S. airports and aircraft operators. These programs include elements relating to the training of flight crews, checking the identity and screening of passengers, application of security watch lists and cooperation in threat assessments and responses.

U.S. Customs and Border Protection (“CBP”)

CBP, also an agency of DHS, is the principal regulator of customs and immigration matters affecting the aviation industry and enforcer of certain public health matters affecting the aviation industry. If our air carrier operations include an international flight segment, we must provide CBP with an advance disclosure of passenger information, facilitate CBP’s inspection of baggage and help ensure the proper disposal of any foreign-originating refuse on the aircraft. CBP also oversees entry and clearance into the U.S., including with respect to exports and imports, and issues landing rights approvals for aircraft arriving in the U.S. from abroad.

U.S. Environmental Protection Agency (“EPA”)

The EPA is the principal federal environmental regulator. In January 2021, the EPA promulgated new rules relating to the greenhouse gas emissions from carbon fuels used in aircraft engines for aircraft manufactured or in-production on or after January 1, 2028. This will bring about a change in future aircraft engine designs and approvals and eventually require replacement of engines in future years. This area of regulation is still subject to change based on domestic and international laws and standards intended to address global environmental issues, making it difficult to predict future impacts on our business. Our costs to comply with environmental laws were insignificant for the years ended December 31, 2025, 2024 and 2023.

Local Airport Authorities

The vast majority of airports where we fly are owned and operated by state and local government entities. These airport authorities claim the right to impose certain safety, security and other regulations so long as they do not conflict with U.S. federal law. Airport authorities also have extensive property rights that empower them to impose conditions on leasing and using airport facilities. The terms on which an airport authority might lease or allow use of its property (or other property and services at an airport) can, at times, be on terms less favorable than would be customary for real estate or other transactions outside of an airport environment.

These regulatory authorities have the ability to stop a part or all of our business and flight operations such as by suspending or revoking our certifications or other authorizations. They also have the ability to impose monetary fines and other civil penalties and to make referrals for criminal prosecution. These actions may occur with little or no notice, depending on the circumstances as perceived by the regulators in their discretion.

Foreign Regulatory Authorities

We are also subject to laws and regulations of various foreign governments and regulatory authorities in the areas in which we operate, where our employees reside and where we have a physical presence. Most foreign countries have their own regulatory authorities that parallel those found in the U.S. The complexity of interaction with the foreign regulators can be magnified by the nature of our operations or presence in the foreign country, as well as differences in language, culture, legal and social norms, tax and budgetary practices and perspective on economic development and competition.

Privacy and Data Protection

We process personal information and other customer data, including sensitive data for certain members, customers and employees, and we rely in part on third-parties that are not directly under our control to manage certain of these operations and to process such personal information, including payment information. Our internal cyber team manages our cybersecurity and data privacy and protection measures, and we use outside consultants and software to assist with threat protection. Our technology platform is an integral aspect of our business. Our compliance with laws governing processing and protecting personal data is necessary for us to achieve our objective of continuously enhancing the user experience of our mobile application and marketing site.

We are subject to increasing requirements by regulatory authorities and other third parties regarding the processing of personal information and other data relating to individuals. A variety of federal, state, local, municipal and foreign laws and regulations, as well as industry standards (such as the payment card industry standards) govern the processing and security of this information including but not limited to, the European Union’s (“EU”) General Data Protection Regulation (“GDPR”) and the U.K. Data Protection Act 2018 (“U.K. DPA”). Laws and regulations relating to privacy and data protection are continually evolving and subject to potentially differing interpretations. These requirements may not be harmonized, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another, or may conflict with other rules or our practices. As a result, our practices may not have complied or may not comply in the future with all such laws, regulations, requirements and obligations. The failure to comply with such data protection and privacy regulations can result in fines, penalties and the enforcement of any non-compliance, which could significantly impact our business operations. See the caption titled “Privacy concerns in the territories in which we operate could result in additional costs and liabilities to us,” in Part I, Item 1A “Risk Factors” in this Annual Report for more information about risks related to our technology and data privacy practices.

Intellectual Property

Protecting our technology and other intellectual property is an important aspect of our business. We seek to protect our intellectual property, including our technology and confidential information, through a combination of patents, trademarks and trade secret protections, as well as contractual commitments and security procedures. We own certain trademarks important to our business and brand, such as the “Wheels Up” and “Air Partner” words and design marks, and certain domain names, including “wheelsup.com” and “airpartner.com.” We also hold a patent for our proprietary schedule optimizer software, which is integrated into our booking and scheduling systems for on-demand private flights. We generally require our employees and consultants to enter into confidentiality agreements and certain third parties to enter into non-disclosure agreements. We regularly review our technology development efforts and branding strategy to identify and assess the protection of new intellectual property.

Environmental

Federal, state, local and foreign laws, regulations and ordinances relating to, among other things, the protection of the environment and noise, including those relating to emissions to the air and the use, management, disposal and release of, and exposure to, hazardous substances, oils and waste materials, have the potential to adversely impact our operations and the private aviation industry. Our primary controlled aircraft operating locations are in the U.S.; however, we conduct charter operations and other services globally. Our maintenance and operations facilities are subject to numerous regulations, ordinances and permitting requirements depending on the locale. We have controls and procedures for our environmental compliance processes and continue to evolve these processes as we expand.

Climate change concerns and future legislation may play a significant role in how we develop our business, the availability of new technologies that we may be required to implement and the jurisdictions in which we operate. New laws may come in various forms, including more stringent emissions requirements, the mandated use of certain aviation fuel types or fuel efficiency requirements, or required public disclosures about climate change-related risks, our emissions or other aspects of our carbon footprint. We are committed to reducing the environmental impact of our operations, including through our fleet modernization strategy that we expect will result in the replacement of older, higher emitting and less fuel efficient aircraft with newer, more fuel efficient models and other sustainable practices, such as waste reduction initiatives. We may adopt or provide our members and customers with choices intended to offset emissions from our flight operations through, among others, SAF purchase options or carbon offset fees, which we currently offer for certain flights.

Employees

As of December 31, 2025, Wheels Up and its consolidated subsidiaries had 1,250 employees, including 1,247 full-time employees and three part-time employees. As of December 31, 2025, approximately 80% of our total employees were based in the U.S., with the remaining employees most heavily concentrated in the U.K., France, Germany, Italy and the United Arab Emirates. We continuously review our staffing needs considering operational demand, the impact of our fleet modernization strategy and our ongoing efficiency and cost reduction efforts. As we advance our fleet modernization strategy, we expect to continue onboarding or re-training pilots and certain operations and maintenance personnel to support our growing Bombardier Challenger 300 series and Embraer Phenom 300 series fleets and as we exit our legacy fleets. As of December 31, 2025, we employed approximately 300 pilots across our controlled fleet.

Our success is built upon creating and delivering highly competitive rewards for our employees by taking a progressive approach to comprehensive benefits. Our goal is to maximize the impact of the Wheels Up team by attracting, engaging and retaining talented, dedicated and passionate people in the marketplace. We consistently evaluate our rewards programs in light of changes in market practices and seek to design comprehensive compensation programs that align the goals of employees with those of our stockholders. We currently offer an array of attractive benefits that we believe are aligned with industry practice and the needs expressed by our employees.

Corporate History and Structure

Overview

Wheels Up was formed on July 1, 2013. On July 13, 2021 (the “Business Combination Closing Date”), Wheels Up Partners Holdings LLC, a Delaware limited liability company (“WUP”), completed a business combination with Aspirational Consumer Lifestyle Corp. (“Aspirational”), a New York Stock Exchange (“NYSE”) listed blank check company (the “Business Combination”), after which WUP became a subsidiary of Wheels Up Experience Inc. Our shares of Class A common stock, $0.0001 par value per share (“Common Stock”), began trading on the NYSE under the ticker symbol “UP” on July 14, 2021.

Wheels Up is a holding company with no direct operations. Wheels Up conducts its business through its direct subsidiary, WUP, and WUP’s operating subsidiaries, including, among others, its primary air carrier subsidiaries - WUPJ and WUP LLC. Wheels Up conducts substantially all of its operations outside of North America through Air Partner Limited, its U.K.-based subsidiary, and its subsidiaries, which operate across four continents.

2023 Credit Agreement & Common Stock Issuances

On September 20, 2023, Wheels Up 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”), Cox Investment Holdings, LLC (“CIH” and, collectively with Delta and CK Wheels, the “Initial 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”), which was subsequently amended by Amendment No. 1 to Credit Agreement, dated November 15, 2023 (the “First Credit Agreement Amendment” and, collectively with Amendment No. 2 to Credit Agreement, dated November 13, 2024, Amendment No. 3 to Credit Agreement, dated April 30, 2025, and the Original Credit Agreement, the “Credit Agreement”), by and among Wheels Up, as borrower, the other Loan Parties party thereto, as guarantors, the Initial Lenders, certain other lenders named therein (collectively, the “Incremental Term Lenders” and together with the Initial Lenders, the “Lenders”), and the Agent. Pursuant to the Credit Agreement, (i) the Lenders provided a term loan facility (the “Term Loan”) in the aggregate original principal amount of $390.0 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.

In connection with the transactions contemplated by the Credit Agreement, Wheels Up entered into an Investment and Investor Rights Agreement on September 20, 2023 (the “Original Investor Rights Agreement”), by and among Wheels Up and the Initial Lenders, which was subsequently amended by Amendment No. 1 to Investment and Investor Rights Agreement, dated as of November 15, 2023 (the “First Investor Rights Agreement Amendment” and, collectively with the Original Investor Rights Agreement, Amendment No. 2 thereto, dated September 22, 2024, Amendment No. 3 thereto, dated September 21, 2025, and the Investor Rights Agreement Joinders (as defined below), the “Investor Rights Agreement”), by and among Wheels Up and Initial Lenders. Substantially concurrently with entering into the First Investor Rights Agreement Amendment, the Company and Initial 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 certain rights and obligations thereunder, including the right to receive a pro rata portion of the Investor Shares (as defined below). Pursuant to the Investor Rights Agreement, the Company issued, in two separate private placements on September 20, 2023 and November 15, 2023, 671,239,941 shares of Common Stock in the aggregate to the Lenders. Such shares of Common Stock were issued such that as of November 15, 2023, each Lender had been issued a pro rata portion of such shares equal to the proportion of its participation in the Term Loan.

The Investor Rights Agreement sets forth, among other things, certain rights and obligations applicable to the Lenders and Wheels Up, which include, among others, the rights of Delta and CK Wheels to each designate and remove four directors to the Board so long as such stockholder continues to hold at least 75% of the shares of Common Stock issued to it pursuant to the Investor Rights Agreement, and CIH to designate and remove one director to the Board, so long as it holds at least 30% of the shares of Common Stock issued to it pursuant to the Investor Rights Agreement.

In addition, certain Lenders have agreed to limit the number of shares of Common Stock they are entitled to vote at any meeting of Wheels Up’s stockholders or for the purpose of consummating any consent solicitation, as follows:

•CK Wheels may not vote more than 24.9%, less the Whitebox Non-U.S. Voting Percentage (as defined below, if any), of the Company’s issued and outstanding shares of Common Stock as a result of restrictions on voting imposed on holders who may be deemed not to be a “citizen of the United States” pursuant to 49 USC § 40102(a)(15)(C) (the “Citizenship Limitation”), Article X of the Company’s Amended and Restated Certificate of Incorporation, dated as of November 15, 2023 (the “Certificate of Incorporation”), and the Investor Rights Agreement;

•Each of Pandora Select Partners, L.P., Whitebox Multi-Strategy Partners, L.P. and Whitebox Relative Value Partners, L.P. (collectively, the “Whitebox Non-U.S. Entities”) may not vote more than 0.043%, 0.595% and 0.362% (collectively, the “Whitebox Non-U.S. Voting Percentage”), respectively, of the Company’s issued and outstanding shares of Common Stock as a result of the Citizenship Limitation and pursuant to Article X of the Certificate of Incorporation and the Investor Rights Agreement; and

•by agreement with Delta, any shares of Common Stock in excess of 29.9% held by Delta will be neutral shares with respect to voting rights and voted in proportion to all other votes cast (“for,” “against” or “abstain”) other than by Delta.

The additional shares owned by CK Wheels in excess of 24.9%, less the Whitebox Non-U.S. Voting Percentage (if any), and the additional shares owned by the Whitebox Non-U.S. Entities in excess of the Whitebox Non-U.S. Voting Percentage, in each case will not be counted as issued and outstanding for purposes of counting votes and will not count for purposes of determining whether a quorum is present at any meeting of the Company’s stockholders.

Information About the Company

Wheels Up’s corporate headquarters is located at 2135 American Way, Chamblee, Georgia 30341. Our telephone number is (212) 257-5252 and our internet address iswww.wheelsup.com. The information on, or that can be accessed through, such website is not deemed incorporated in, and does not form a part of, this Annual Report. The website address is included as an inactive textual reference only.

Available Information

We make available free of charge on our website atwww.wheelsup.com/investors, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and amendments to those reports as soon as reasonably practicable after these reports are filed with or furnished to the U.S. Securities and Exchange Commission (“SEC”). The SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The Company’s filings with the SEC are available to the public on the SEC’s website atwww.sec.gov. The information on, or that can be accessed through, such websites is not deemed incorporated in, and does not form a part of, this Annual Report. These website addresses are included as inactive textual references only.