Wheels Up Experience Inc.

Aircraft Assets

Wheels Up has one of the largest and most diverse mixes of available aircraft in the industry. We utilize our owned and leased aircraft fleet to support both Wheels Up’s membership program and charter flights depending on the specific mission. We use a “floating fleet” model, which means that our controlled aircraft are geographically dispersed and do not return to a home base. We believe this model allows us to most efficiently address the flight needs of our members and customers, limit costly repositioning flights and provide a meaningful cost advantage. We also 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 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.

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 — 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 operating a smaller fleet of King Air 350i turboprop aircraft. We have made substantial progress to advance our fleet transformation, including the following:

•in November 2024, we acquired 17 Embraer Phenom 300 series aircraft from a third-party operator, which resulted in the immediate introduction of that aircraft type into our controlled fleet;

•in February 2025, we sold our owned Cessna Citation X aircraft to an unrelated third-party buyer, and entered into leases for a portion of the aircraft sold and amended existing leases with the buyer;

•in April 2025, we introduced our first Bombardier Challenger 300 series aircraft into our controlled fleet;

•in June 2025, we retired our legacy Cessna Citation CJ3 fleet from revenue service and in the fourth quarter of 2025, returned the last leased Citation CJ3 to its lessor;

•in September 2025, we sold seven of our owned Hawker 400XP aircraft to an unrelated third-party buyer and entered into short-term leases for a portion of the aircraft sold;

•in November 2025, we retired our Cessna Citation Excel and XLS fleet from revenue service and sold our owned aircraft of those models to an unrelated third-party buyer; and

•as of December 31, 2025, approximately 40% of our controlled jet fleet consisted of Bombardier Challenger 300 series and Embraer Phenom 300 series premium jets.

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. 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 and Revolving Credit Facility (each as defined in Note 8, Long-Term Debt in the Notes to Financial Statements in Part II, Item 8 “Financial Statements and Supplementary Data” in this Annual Report), 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 fleet.

Wheels Up Controlled Aircraft

As of December 31, 2025, our owned and leased aircraft fleet was as follows:

(1)Consists of Beechcraft and Textron King Air 350i turboprop aircraft.

As part of our fleet modernization strategy, we are in the process of standardizing our brand livery and interior design across our Bombardier Challenger 300 series and Embraer Phenom 300 series fleets. The updated exterior livery reflects a modern and sophisticated aesthetic, with the iconic UP logo prominently displayed on the tail, winglets and belly. Inside, redesigned cabin interiors feature premium materials and finishes intended to enhance comfort and style and provide a refined in-flight experience. Additionally, we began installing Gogo streaming-quality satellite Wi-Fi in our Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft in the fourth quarter of 2025 and first quarter of 2026, respectively, which will provide our members and customers high-speed connectivity for an improved passenger experience. We believe that these enhancements align with our commitment to delivering a best-in-class private aviation experience, strengthening brand recognition and enhancing member and customer satisfaction.

Third-Party Network Aircraft

We utilize our global network of third-party operators to fulfill flight demand for both Wheels Up’s membership program and charter solutions to provide an enhanced customer experience at an attractive price point. We have access to thousands of aircraft in all private aircraft cabin classes through our global network of third-party operators, which allows us to source a range of aircraft and provide our members and customers with the right aircraft for their specific mission. We contract with operators to participate in our network for periods ranging from a single flight up to multiple years, with compensation to the operator based on the cabin class or other unique characteristics of the aircraft. We believe that our ability to source third-party aircraft globally will continue to be an important part of our business strategy and allow us to fulfill the various needs of our members and customers with a seamless global solution.

Ground Facilities

As of December 31, 2025, Wheels Up did not own any real property. We lease the properties that we occupy, including storage hangars, operational facilities and office space. As part of our recent efficiency and cost reduction actions, we strategically consolidated our operations and facilities to eliminate spending on properties that we do not believe are necessary for our operations. We believe that our existing facilities are in good condition and suitable for the conduct of our business.

Storage Hangars & Operational Facilities

We lease aircraft storage hangars at airports across the U.S. Certain hangar leases are accompanied by ramp or ground leases. These leases are generally shorter in duration and permit access from both the air and land sides. In 2025, we transferred the lease and operations at our former Cincinnati/Northern Kentucky International Airport FBO to an unrelated third-party.

In 2025, we reduced the number of maintenance facilities across the U.S. that we lease due in part to our fleet modernization strategy, under which we are replacing less operationally reliable legacy aircraft with more operationally reliable Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft. Our remaining maintenance facilities primarily consist of specialized hangars with equipment and tools necessary to maintain and repair our aircraft. These leases are generally longer in duration and contain a mix of hangars and accompanying office space. Our maintenance facilities also house certain mobile maintenance equipment that we use when responding to maintenance requests on aircraft located away from such facilities.

Offices

Our primary office spaces consist of our corporate headquarters and Member Operations Center in Chamblee, Georgia, which is situated in the Atlanta metropolitan area and nearby DeKalb-Peachtree Airport, and our New York, New York corporate offices. These facilities, which we use for executive management, finance and accounting, legal, human resource management, operations, technology, marketing, sales and other administrative functions, have long-term leases. We lease other operational support and sales offices in the U.S., which generally have shorter lease durations. Air Partner also leases certain office space outside of the U.S., including adjacent to London Gatwick Airport in the U.K.