Wheels Up Experience Inc.
For the period ended Mar 31, 2026. Filed May 11, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 11, 2026
UP$2.84-0.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-05.
0001628280-25-049230
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001628280-26-033583
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 166 previous paragraphs and 128 current paragraphs.
63 unchanged; 41 reworded; 21 added; 52 removed; 10 previous and 3 current paragraphs rearranged.
Tables are not compared: 9 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
Commitment Letter for $100 million Unsecured Term Loan
Current report
On May 10, 2026, the Company entered into a commitment letter, pursuant to which certain of the Company’s existing lenders, Delta, Cox Investment Holdings, LLC (“CIH”) and CK Wheels LLC (“CK Wheels” and, collectively with Delta and CIH, the “Lead Lenders”), committed to provide a $100 million unsecured term loan credit facility (the “Proposed 2026 Term Loan”) to the Company, which is expected to close in the second quarter of 2026. The anticipated maturity date for the Proposed 2026 Term Loan is the earlier of three years after the initial closing date of the Proposed 2026 Term Loan and 91 days prior to the scheduled maturity date under the Credit Agreement (as defined herein). The commitment of the Lead Lenders to provide the Proposed 2026 Term Loan to the Company is subject to the satisfaction or waiver of certain customary conditions, including the conditions precedent to closing specified in the term sheet filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 11, 2026, and the delivery of customary closing documentation substantially consistent with the Credit Agreement, as modified by such term sheet. The Company anticipates that the expected aggregate net proceeds of approximately $100 million (before transaction-related expenses) from the closing of the Proposed 2026 Term Loan will be used for (i) certain working capital and general corporate purposes, (ii) the payment of transaction costs, and (iii) any other items agreed to by the parties in the Proposed 2026 Term Loan definitive documentation. In addition, the Company anticipates that certain conforming amendments to the Credit Agreement will be made to permit the Proposed 2026 Term Loan.
Current report
In the first quarter of 2026, we announced the unification of our global private jet sales teams under the Wheels Up brand to provide a single, personalized team to manage private aviation membership, global private charter, group charter and flexible private-commercial travel through our first-of-its-kind partnership with Delta. In connection with the implementation of our newly integrated commercial model, we anticipate realizing run-rate net cost savings from expected efficiencies in our sales, marketing, account management, and service delivery organizations, as well as separate back-end platforms and processes. We also continue to implement discrete cost reductions across our organization in areas that do not impact the member and customer experience, safety and operational reliability.
Current report
Fleet Update
Current report
In October 2024, we announced our fleet modernization strategy, the goal of which was to transition from the operation of our legacy aircraft fleets to premium Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft. Since announcement, we have made tremendous progress to scale our premium Challenger and Phenom fleets, retire legacy aircraft fleets from revenue service, improve the member and customer experience, enhance our operating performance and reliability, and evolve our commercial offerings to fit the needs of individual and business travelers. In April 2026, we completed our fleet modernization strategy approximately 18 months ahead of our original goal upon retiring our remaining legacy jet aircraft - our Cessna Citation X and Hawker 400XP fleets - from revenue service. As of the date of this Quarterly Report, we have shifted our on-fleet jet operations to our premium Bombardier Challenger 300 and Embraer Phenom 300 series jet aircraft. We are now fully focused on scaling our premium jet fleets, which we expect to nearly double between the end of 2025 and 2026.
Current report
(1) Gulfstream G-IVSP aircraft support special missions contracts and do not operate regular member and charter customer flights.
Current report
(2) In April 2026, we retired our Cessna Citation X, Hawker 400XP and turboprop aircraft from revenue service. We intend to sell or return such aircraft to their lessors.
Current report
Commercial Update
Current report
We continue to see success with sales of Wheels Up Signature Membership, which we launched in September 2025, to new customers and existing members, alongside growth in our Custom Enterprise Solutions for corporate customers and charter offerings. As of the date of this Quarterly Report, we have sold more than 800 Signature Memberships to new and existing members and Signature Members now comprise approximately one-third of our total membership base. In addition, the average Membership Fund size grew 33% year-over-year in the first quarter of 2026. This success, paired with continued expansion of our premium Challenger and Phenom fleets, led us to discontinue our legacy membership options for new customers in January 2026 and existing members on March 31, 2026. We believe that concentrating our sales and service efforts on growth of our Signature Membership focused on our premium Challenger and Phenom fleets is aligned with our goal of profitable growth. We also believe that this evolution aligns with our newly integrated commercial model and commitment to providing elevated customer experiences.
Current report
(3)Includes expenses related to the retirement of our legacy aircraft as part of our fleet transition and efficiency and cost reduction initiatives.
Current report
(3)Includes expenses related to the retirement of our legacy aircraft as part of our fleet transition and efficiency and cost reduction initiatives.
Current report
Definitions of our key operating metrics are below. From time to time, we may adjust the definitions and calculations of our key operating metrics to reflect changes in our business or new data types, or to improve the accuracy and usefulness of such metrics. Our calculation of our key operating metrics may not be comparable to similarly titled measures reported by other companies.
Current report
On-Time Performance (A-30)
Current report
3+ Hour Delay Rate
Current report
We define 3+ Hour Delay Rate as the percentage of total flights flown that were impacted by a departure delay of longer than three hours after the scheduled departure time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.
Current report
The decrease in Other revenue was primarily attributable to the absence of $5.1 million in services revenue following the divestiture of certain non-core services businesses in the third quarter of 2025 (see Note 5, Acquisition and Divestitures in the Notes to Financial Statements in Part II, Item 8 “Financial Statements and Supplementary Data” in our Annual Report) and the absence of $1.7 million in ground services revenue due to the sale of our fixed-base operator activities in the first quarter of 2025. These decreases were partially offset by an increase of $5.3 million in group charter-related revenue associated with multiple geopolitical events in the first quarter of 2026, which increased demand.
Current report
Cost of revenue was relatively flat for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The marginal increase was primarily driven by a $22.6 million rise in third-party operator spend due to our decision to strategically shift a greater number of flights to third-party operators as we scale down our legacy controlled fleet as part of our fleet transition, a $5.0 million increase in reserves for parts inventory associated with retiring legacy controlled aircraft and a $4.4 million increase in aircraft lease costs. These increases were partially offset by a $22.3 million decrease in compensation expense due to headcount reductions as a result of our previously-announced efficiency and cost reduction initiatives, an $8.0 million decrease in fuel costs and airport fees primarily due to lower Live Flight Legs on our controlled aircraft and a $0.9 million decrease in maintenance expense attributable to lower rates on engine programs for our premium jet fleets versus legacy fleets.
Current report
Sales and marketing expense was relatively flat for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, largely due to cost controls implemented as part of our previously-announced efficiency and cost reduction initiatives.
Current report
General and administrative expenses decreased by $30.0 million, or 53%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily driven by the absence of a $20.2 million right-of-use asset impairment recorded in the first quarter of 2025 associated with vacating our former New York City corporate office space and a $9.6 million reduction in employee compensation and allocable costs as a result of reduced headcount as a result of our previously-announced efficiency and cost reduction initiatives.
Current report
At-the-Market Common Stock Offering Program
Current report
Further, we are in the process of selling legacy owned aircraft and returning legacy leased aircraft to their lessors. While the contractual commitments we enter into to sell aircraft generally result in the payment of net proceeds to the Company upon execution of the sale, we may incur significant expenditures over time to maintain, repair, store and prepare aircraft for sale and incur gains and losses upon the sale of aircraft. Similarly, our aircraft leases generally have multi-year terms, require us to pay for maintenance costs associated with the aircraft and return the aircraft to the lessor in a specified condition, each of which may require significant cash expenditures, including upon strategic early termination or non-renewal of a lease. See “The residual value of our owned aircraft may be less than estimated in our depreciation policies” and “We may incur substantial costs related our leased aircraft, including for return obligations” in Part I, Item 1A “Risk Factors” in our Annual Report for more information.
Removed paragraphs (52)
Previous report
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. 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 primarily non-member facing activities and services that complement our core private aviation business, including, but not limited to, group charter flights, cargo flights and special missions. Due to the nature of the services that we provide, we have determined that we operate as one reportable segment, which is private aviation services. Our flight operations are typically favorably affected by increased utilization of our aircraft and generally higher levels of charter activity in the summer months and close in time to major holidays.
Previous report
We continue to offer and serve members under membership programs related to our legacy aircraft fleets in accordance with their terms. We have provided those existing members with a streamlined on-ramp to the Wheels Up Signature Membership and access to our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft. As we continue to scale those fleets, we expect an increasing percentage of Membership Funds purchased by prospective and existing members will be for the Wheels Up Signature Membership product versus products focused on our legacy aircraft fleets.
Previous report
Our Fleet Modernization Strategy & Progress Update. Wheels Up has one of the largest and most diverse mixes of available aircraft in the industry. We utilize our controlled aircraft fleet to support both Wheels Up’s membership programs and charter flights depending on the specific mission. We 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 aircraft 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.
Previous report
In the first year since we announced our current fleet modernization strategy, we made substantial progress to advance our transformation, 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 continuing to operate a smaller King Air 350i fleet. We introduced our first Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft into our controlled fleet in November 2024 and April 2025, respectively. By the end of 2025, we expect that approximately 50% of our controlled jet fleet will consist of Bombardier Challenger 300 series and Embraer Phenom 300 series premium aircraft.
Previous report
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. In the first quarter of 2025, we sold our fleet of owned Cessna Citation X aircraft to an unrelated third-party buyer, entered into leases for a portion of the sold aircraft and amended existing Cessna Citation X leases with the same buyer. In the second quarter of 2025, we retired our legacy Cessna Citation CJ3 fleet from revenue service and expect to return our last leased aircraft of that model to the lessor by the end of 2025. In the third quarter of 2025, we sold seven of our owned Hawker 400 XP aircraft to an unrelated third-party buyer and entered into short-term leases for a portion of the aircraft sold. 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 (as defined below), 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 aircraft fleet to achieve our fleet modernization strategy.
Previous report
Signature Membership Launch
Previous report
In early September 2025, we launched the Wheels Up Signature Membership that provides our members access to our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft, in addition to our legacy aircraft fleet. This latest membership program is a direct result of the scale we have built and expect to continue building through execution of our fleet modernization strategy. Details about the Wheels Up Signature Membership are included under the caption “Wheels Up Membership” above.
Previous report
•rationalizing our maintenance footprint and headcount at our Palm Beach International Airport (Florida) and Teterboro Airport (New Jersey) locations as we continue to transition to Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft that have historically been more operationally reliable than our legacy aircraft fleets; and
Previous report
•further streamlining our business by selling three non-core services businesses - Baines Simmons, Kenyon International Emergency Services and Redline Assured Security (collectively, the “Non-Core Services Businesses”) - to an unrelated third party.
Previous report
We are also in the process of unifying the Wheels Up and Air Partner brands and commercial teams, with the intent to deliver personalized service and customer engagement across our offerings. As we work to integrate the Wheels Up and Air Partner sales teams in the coming months, we anticipate a shift to a “trusted advisor” model selling tailored aviation solutions across our membership program, global charter and hybrid travel connected to Delta.
Previous report
Key Investor Lock-Up Extension
Previous report
On September 21, 2025 (the “Amendment Date”), we entered into Amendment No. 3 to Investment and Investor Rights Agreement (the “Third Investor Rights Agreement Amendment”), with each of Delta, CK Wheels LLC (“CK Wheels”), Cox Investment Holdings, LLC (“CIH” and, collectively with Delta and CK Wheels, the “Lead Investors”), and each of Kore Air LLC, Pandora Select Partners, L.P., Whitebox GT Fund, LP, Whitebox Multi-Strategy Partners, L.P., Whitebox Relative Value Partners, L.P. (collectively, the “Additional Investors” and, collectively with the Lead Investors, the “Investors”), to amend and extend, among others, certain transfer restrictions set forth in the Investor Rights Agreement, dated September 20, 2023, by and among, us and the Investors (as amended by Amendment No. 1 thereto, dated as of November 15, 2023, as further amended by Amendment No. 2 thereto, dated as of September 22, 2024, as further amended by the Third Investor Rights Agreement Amendment, and the joinders to such agreement, collectively, the “Investor Rights Agreement”). Pursuant to the Third Investor Rights Agreement Amendment: (i) the Lead Investors agreed to extend the lock-up restriction applicable to all of their shares of Common Stock issued pursuant to the Investor Rights Agreement (“Investor Shares”) through May 22, 2026 (the “Extended Lock-Up Expiration”), subject to limited exceptions for transfers to Permitted Transferees (as defined in the Investor Rights Agreement); and (ii) the Additional Investors agreed to extend the lock-up restriction with respect to 29% of their Investor Shares through January 2, 2026, subject to limited exceptions for transfers to Permitted Transferees; provided, that any transfers or sales of Investor Shares held by the Additional Investors after the Amendment Date and until the Extended Lock-Up Expiration may not occur during specified periods, are subject to certain volume limitations and may not be at a price less than the minimum price per share, in each case as specified in the Third Investor Rights Agreement Amendment. Pursuant to the Third Investor Rights Agreement Amendment, approximately 86.4% and 83.6% of our outstanding shares of Common Stock as of the Amendment Date will remain subject to a lock-up restriction until January 2, 2026 and May 22, 2026, respectively.
Previous report
On the Amendment Date, the holders that collectively beneficially own in excess of 66.67% of the Registrable Securities (as defined in the Registration Rights Agreement, dated as of September 20, 2023, by and among the Company and the equity holders set forth on Schedule 1 thereto) extended the deadline by which we must file an initial shelf registration statement to register the Investor Shares under the Securities Act of 1933, as amended, to May 22, 2026.
Previous report
Extension of Revolving Credit Facility Availability Period
Previous report
As previously announced, we entered into Amendment No. 3 to Credit Agreement, dated April 30, 2025 (the “Third Credit Agreement Amendment”), by and among the Company, as borrower, the other Loan Parties (as defined herein) party thereto, as guarantors, Delta and the Agent (as defined herein), pursuant to which Delta extended the period during which the $100.0 million Revolving Credit Facility (as defined herein) is available to be drawn to September 20, 2026. As of each of September 30, 2025 and the date of this Quarterly Report, no amounts were outstanding under the Revolving Credit Facility.
Previous report
Share Repurchase Program
Previous report
As previously announced, on April 30, 2025, our Board of Directors (the “Board”) approved the repurchase by Wheels Up from time to time of up to $10.0 million of shares of Common Stock (the “Share Repurchase Program”). Repurchases of shares of Common Stock by us may be made from time to time at management's discretion using a variety of methods, including open market purchases or other privately negotiated transactions. The Share Repurchase Program has no expiration date, but may be suspended or discontinued at any time in the Board’s discretion.
Previous report
(3)Includes charges for contract termination fees and employee separation programs as part of our cost reduction and strategic business initiatives.
Previous report
(4)Consists of expenses associated with establishing our Member Operations Center located in the Atlanta, Georgia area (“Atlanta Member Operations Center”) and its operations primarily including redundant operating expenses during the transition period, relocation expenses for employees and costs associated with onboarding new employees. The Atlanta Member Operations Center began operating on May 15, 2023.
Previous report
(5)Consists of expenses incurred to execute the consolidation of our U.S. Federal Aviation Administration (“FAA”) operating certificates, primarily related to pilot training and retention programs, and consultancy fees associated with planning and implementing the consolidation process.
Previous report
(3)Primarily includes charges for employee separation programs as part of our ongoing cost reduction and strategic business initiatives.
Previous report
(4)Consists of expenses associated with establishing the Atlanta Member Operations Center and its operations primarily including redundant operating expenses during the transition period, relocation expenses for employees and costs associated with onboarding new employees. The Atlanta Member Operations Center began operating on May 15, 2023.
Previous report
(5)Consists of expenses incurred to execute the consolidation of our FAA operating certificates, primarily including pilot training and retention programs and consultancy fees associated with planning and implementing the consolidation process.
Previous report
Beginning with the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, we changed the presentation of Completion Rate and On-Time Performance (D-60) to include wholesale flights, which we believe better aligns those metrics to information that we use internally to evaluate our operations and reported Live Flight Legs, which includes wholesale flights. Completion Rate and On-Time Performance (D-60) for the three and nine months ended September 30, 2025 and 2024 reported in the table above includes wholesale flights, which were previously excluded from such metrics in the Company’s filings with the SEC beginning with the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024 through and including our Annual Report. Completion Rate and On-Time Performance (D-60) reported in the Company’s previously filed Quarterly Report on Form 10-Q for the three months ended September 30, 2024, which excluded wholesale flight activity, were 98% and 82%, respectively.
Previous report
The decrease in Other revenue was primarily attributable to the absence of $1.4 million of residual aircraft management revenue. We divested the aircraft management business on September 30, 2023.
Previous report
Cost of revenue increased by $6.0 million, or 4%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily driven by a $11.3 million increase in third party operator spend, $8.7 million of one-time expenses related to certain costs incurred associated with exiting legacy private jet models, $2.4 million of headcount reduction costs aligned with our cost savings initiatives implemented in the third quarter of 2025 and a $2.3 million increase in non-cash charges related to the reserve for certain parts inventory deemed obsolete or in excess of forecasted demand for aircraft maintenance. The increases were partially offset by a $4.8 million decrease in aircraft lease costs, and a $3.5 million reduction in fuel cost and $2.0 million reduction in pilot travel costs, both driven by lower flight activity on our controlled fleet, and the absence of $1.0 million in FAA certificate consolidation-related expenses incurred in the third quarter of 2024.
Previous report
Adjusted Contribution Margin decreased 210 basis points for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily attributable to the realization of cost savings as a result of restructuring actions taken during fiscal year 2024 and other discrete cost and operational efficiency measures. See“Non-GAAP Financial Measures” above for a definition of Adjusted Contribution Margin, information regarding our use of Adjusted Contribution Margin and a reconciliation of Gross profit and Adjusted Contribution to Revenue.
Previous report
Technology and development expenses increased by $0.6 million, or 6%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily attributable to a higher mix of costs expensed in the period that were not eligible for capitalization, which resulted in a $1.3 million increase in expenses during the period. The increase was partially offset by a net $1.1 million decrease in enterprise software and other IT-related spend as a result of cost and operational efficiency actions.
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Sales and marketing expenses increased by $2.1 million, or 10%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily attributable to a $0.9 million increase in employee compensation and allocable costs due to increased headcount and a $0.9 million increase in events-related spend.
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General and administrative expenses increased by $4.9 million, or 18%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, attributable to a $4.8 million increase in equity-based compensation expense related to the Executive Performance Awards and RSUs (each as defined in Note 10).
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Depreciation and amortization expenses increased $1.4 million, or 12%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily attributable to aircraft purchases as we execute our fleet modernization strategy.
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Results of Operations for the Nine Months Ended September 30, 2025 compared to the Nine Months Ended September 30, 2024
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n/m Not meaningful
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Revenue
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The decrease in Other revenue was primarily attributable to the absence of $7.6 million of residual aircraft management revenue. The decrease was also attributable to a $2.4 million decrease in ground services revenue following the sale of our fixed-base operator activities in the first quarter of 2025 and a $1.2 million decrease in sales of inventory aircraft following our decision to reduce our focus on whole aircraft sales after the first quarter of 2024. The decreases were partially offset by higher revenue from group charter and cargo flights.
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Cost of Revenue
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Cost of revenue decreased by $51.6 million, or 9%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. In addition to the general decrease attributable to the decrease in Flight and Other revenue noted above, the decrease in Cost of revenue was primarily driven by the realization of the benefits of our cost and operational efficiency actions, including a $26.2 million reduction in employee compensation and allocable costs driven by reduced headcount, inclusive of the absence of $3.9 million of restructuring charges associated with certain actions taken during the second quarter of 2024, a $12.4 million decrease in fuel cost due in part to lower fuel prices, a $12.3 million decrease in aircraft lease costs and a $6.7 million reduction in pilot travel costs. The decrease is also attributable to the absence of $4.5 million in FAA certificate consolidation-related expense in the first nine months of 2024 and $1.9 million incurred in 2024 related to establishing our Atlanta Member Operations Center. The decreases were partially offset by $19.5 million of expenses related to our fleet modernization strategy, a $13.4 million increase in third party operator spend, and a $2.4 million of headcount reduction costs aligned with our cost and operational efficiency initiatives announced in the third quarter of 2025.
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Adjusted Contribution Margin increased 470 basis points for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily attributable to the realization of cost savings as a result of restructuring actions taken during fiscal year 2024 and the nine months ended September 30, 2025, and other discrete cost and operational efficiency measures. See“Non-GAAP Financial Measures” above for a definition of Adjusted Contribution Margin, information regarding our use of Adjusted Contribution Margin and a reconciliation of Gross profit and Adjusted Contribution to Revenue.
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Other Operating Expenses
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Technology and Development
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Reworded paragraphs (41)
Previous wording
The following management’s discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with our condensed consolidated financial statements and the related notes included in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q for the three months ended September 30, 2025 (this “Quarterly Report”) and our audited consolidated financial statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in our Annual Report on Form 10-K for the year ended December 31, 2024 (“Annual Report”). This discussion contains forward-looking statements which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” included in this Quarterly Report. Unless the context otherwise requires, references in this MD&A section to “Wheels Up,” “we,” “us,” “our,” and “the Company” are intended to mean the business and operations of Wheels Up Experience Inc. and its consolidated subsidiaries for all periods discussed.
Current wording
The following management’s discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with our condensed consolidated financial statements and the related notes included in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (this “Quarterly Report”) and our audited consolidated financial statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in our Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report”). This discussion contains forward-looking statements which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” included in this Quarterly Report for more information. Unless the context otherwise requires, references in this MD&A section to “Wheels Up,” “we,” “us,” “our,” and “the Company” are intended to mean the business and operations of Wheels Up Experience Inc. and its consolidated subsidiaries for all periods.
Previous wording
Wheels Up is a leading provider of on-demand private aviation in the U.S. and one of the largest companies in the industry. Wheels Up offers a complete global private aviation solution with a large, diverse aircraft fleet, backed by an uncompromising commitment to safety and service. Our offering is delivered through a mix of charter and membership programs that strategically utilize our controlled aircraft fleet and global network of safety-vetted charter operators to deliver a greater range of global 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.
Current wording
Wheels Up is a leading provider of global on-demand private aviation that offers a complete private aviation solution with a large, diverse aircraft fleet, backed by an uncompromising commitment to safety and service. Our offering is delivered through a mix of our charter solutions and membership program that strategically utilize our controlled aircraft fleet and global network of safety-vetted 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.
Previous wording
Wheels Up Membership. In early 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. Wheels Up Signature Members pay a small monthly fee and purchase a fund as an advance for the cost of future flight services and other incidental costs, such as catering and ground transportation (“Membership Funds” and formerly referred to as “Prepaid Blocks”). The Wheels Up Signature Membership unlocks 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 fliers. 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 destinations, such as the Bahamas and Cabo San Lucas, Mexico. 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 Membership Funds to purchase discounted Delta flights and receive other benefits with Delta, in each case subject to certain terms and conditions. We also continue to provide Custom Enterprise Solutions to larger corporate customers.
Current wording
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. Our 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, is designed to give our members flexibility, certainty and premium benefits that make flying simpler and more rewarding. Signature Members pay a small monthly fee and purchase a fund as an advance to us for the cost of future flight services and other incidental costs, such as catering and ground transportation (a “Membership Fund”). Signature Membership unlocks 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. Our first-of-its-kind partnership with Delta gives our 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. We also continue to provide Custom Enterprise Solutions to larger corporate customers.
Previous wording
Charter Up. For travelers who are looking to pay as they go, Wheels Up’s charter solutions allow members and customers to book charter trips with no upfront costs. Wheels Up’s charter solutions are a portfolio of global solutions that leverage the capabilities of our domestic and global charter teams. We offer 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- or 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 programs and provide a leading solution for members and customers wishing to fly globally through attractive market-based pricing and personalized alternatives.
Current wording
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. 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 also provides cargo services to a range of clients, including individuals and government organizations, via Air Partner Cargo. The Company’s charter solutions complement its membership program and provide a leading solution for members and customers wishing to fly globally through attractive market-based pricing and personalized alternatives.
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Update on Efficiency, Productivity and Cost Reduction Initiatives
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Efficiency, Productivity and Cost Reduction Initiatives
Previous wording
We are in the process of implementing initiatives that are expected to drive approximately $70 million in annual cash cost savings following implementation through the efficiency, productivity and overhead cost reduction actions associated with our fleet modernization plan and other actions over the next several quarters. We recently identified additional cost savings opportunities expected to deliver an incremental $20 million in annual cash cost savings on top of our original $50 million estimate announced on August 7, 2025. We anticipate that we will realize a portion of the expected savings on a rolling basis as actions, including those described below, are taken, with the full impact of the anticipated cost savings expected to be reflected in our financial results beginning in the third quarter of 2026 relative to a second quarter of 2025 baseline.
Current wording
We first announced in August 2025 that we were in the process of implementing initiatives that are expected to drive approximately $50 million in annual cash cost savings following implementation through the efficiency, productivity and overhead cost reduction actions associated with our fleet modernization plan and other actions. In November 2025, we increased our estimate of the annual cash cost savings from $50 million to $70 million due to additional savings measures identified. These actions are ongoing and are expected to continue through the second quarter of 2026. We anticipate that we will realize a portion of the expected savings on a rolling basis as actions, including those described below, are taken, with the full impact of the anticipated cost savings expected to be reflected in our financial results beginning in the third quarter of 2026 relative to a second quarter of 2025 baseline.
Previous wording
(1) Consists of Beechcraft and Textron King Air 350i aircraft.
Current wording
(3) Consists of Beechcraft and Textron King Air 350i turboprop aircraft.
Previous wording
We calculate Adjusted EBITDA as Net income (loss) adjusted for (i) Interest income (expense), (ii) Income tax expense, (iii) Depreciation and amortization, (iv) Equity-based compensation expense, (v) Acquisition and integration related expenses and (vi) other items not indicative of our ongoing operating performance, including but not limited to, restructuring charges. We calculate Adjusted EBITDAR as Adjusted EBITDA, as further adjusted for aircraft lease costs. We include Adjusted EBITDA and Adjusted EBITDAR as supplemental measures for assessing operating performance and for the following:
Current wording
We calculate Adjusted EBITDA as Net income (loss) adjusted for (i) Interest income (expense), (ii) Income tax expense, (iii) Depreciation and amortization, (iv) Equity-based compensation expense and (v) other items not indicative of our ongoing operating performance, including but not limited to, restructuring and integration-related charges. We calculate Adjusted EBITDAR as Adjusted EBITDA, as further adjusted for aircraft lease costs. We include Adjusted EBITDA and Adjusted EBITDAR as supplemental measures for assessing operating performance and for the following:
Previous wording
Adjusted EBITDAR is included as a supplemental measure, because we believe it provides an alternate presentation to adjust for the effects of financing in general and the accounting effects of capital spending and acquisitions of aircraft, which may be acquired outright, acquired subject to acquisition debt, including under the Revolving Equipment Notes Facility, by capital lease or by operating lease, each of which may vary significantly between periods and results in a different accounting presentation.
Current wording
Adjusted EBITDAR is included as a supplemental measure, because we believe it provides an alternate presentation to adjust for the effects of financing in general and the accounting effects of capital spending and acquisitions of aircraft, which may be acquired outright, acquired subject to acquisition debt, including under the Revolving Equipment Notes Facility (as defined herein), by capital lease or by operating lease, each of which may vary significantly between periods and results in a different accounting presentation.
Previous wording
The following table reconciles Adjusted EBITDA and Adjusted EBITDAR to Net loss, which is the most directly comparable GAAP measure (in thousands):
Current wording
The following table reconciles each of Adjusted EBITDA and Adjusted EBITDAR to Net loss, which is the most directly comparable GAAP measure (in thousands):
Previous wording
(6)For the nine months ended September 30, 2025, primarily includes a one-time $20.2 million non-cash pre-tax right-of-use asset impairment charge associated with vacating our former New York City corporate office space for a smaller, centralized location and related on-going lease costs for the vacated space while we seek a sublease tenant. For the three and nine months ended September 30, 2024, includes (i) collections of certain aged receivables which were added back to Net loss in the reconciliation presented for the twelve months ended December 31, 2022, (ii) reserves and/or write-off of certain aged receivables associated with the aircraft management business which was divested on September 30, 2023, (iii) expenses associated with litigation matters and (iv) amounts reserved during the second quarter of 2024 related to Parts and supplies inventory deemed in excess after revision of future business needs associated with strategic business initiatives.
Current wording
(4)For the three months ended March 31, 2026, primarily consists of on-going lease costs for our former New York City corporate office space, which we vacated during the first quarter of 2025. For the three months ended March 31, 2025, primarily includes a one-time $20.2 million non-cash pre-tax right-of-use asset impairment charge associated with our former New York City corporate office space.
Previous wording
(7)Aircraft lease costs are reflected in Cost of revenue on the condensed consolidated statement of operations for the applicable period.
Current wording
(5)Aircraft lease costs are reflected in Cost of revenue on the condensed consolidated statement of operations for the applicable period.
Previous wording
The following table reconciles Adjusted Contribution to Gross profit (loss), which is the most directly comparable GAAP measure (in thousands):
Current wording
The following table reconciles Adjusted Contribution to Gross loss, which is the most directly comparable GAAP measure (in thousands, except percentages):
Previous wording
(6)Consists of amounts recovered on Parts and supplies inventory reserved during prior periods related to Parts and supplies inventory deemed in excess after revision of future business needs associated with strategic business initiatives, including fleet modernization.
Current wording
(4)Consists of amounts recovered on Parts and supplies inventory reserved during prior periods related to Parts and supplies inventory deemed in excess after revision of future business needs associated with strategic business initiatives, including fleet modernization.
Previous wording
(2) For the three months ended September 30, 2025, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 56, 53 and 40 hours, respectively. We did not have any Embraer Phenom 300 series or Bombardier Challenger 300 series aircraft in our controlled fleet during the three months ended September 30, 2024, and Utility for that period reflects the legacy fleet aircraft that we operated during that period.
Current wording
(2) For the three months ended March 31, 2026, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 47.6, 56.1 and 29.2 hours, respectively. For the three months ended March 31, 2025, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 34.5, 11.0 and 36.3 hours, respectively.
Previous wording
We define Private Jet Gross Bookings as the total gross spend by our members and customers on all private jet flight services under our membership program and charter offerings (excluding Group Charter Flights and Cargo
Current wording
We define Private Jet Gross Bookings as the total gross spend by our members and customers on all private jet flight services under our membership program and charter offerings (excluding Group Charter Flights and Cargo Services). We believe Private Jet Gross Bookings provides useful information about the aggregate amount our members and customers spend with Wheels Up versus our competitors.
Previous wording
For each of Total Gross Bookings and Private Jet Gross Bookings, the total gross spend by our members and customers is the amount invoiced to the member or customer and includes the cost of the flight and related services, such as catering, ground transportation, certain taxes, fees and surcharges. We use Total Gross Bookings and Private Jet Gross Bookings to provide useful information for historical period-to-period comparisons of our business and to identify trends, including relative to our competitors. Our calculation of Total Gross Bookings and Private Jet Gross Bookings may not be comparable to similarly titled measures reported by other companies.
Current wording
For each of Total Gross Bookings and Private Jet Gross Bookings, the total gross spend by our members and customers is the amount invoiced to the member or customer and includes the cost of the flight and related services, such as catering, ground transportation, certain taxes, fees and surcharges. We use Total Gross Bookings and Private Jet Gross Bookings for historical period-to-period comparisons of our business and to identify trends, including relative to our competitors.
Previous wording
We define Live Flight Legs as the number of completed one-way revenue generating private jet flight legs in the applicable period, excluding empty repositioning legs and owner legs related to aircraft under management. We believe Live Flight Legs is a useful metric to measure the scale and usage of our platform, and our ability to generate Flight revenue.
Current wording
We define Live Flight Legs as the number of completed one-way revenue generating private jet flight legs in the applicable period, excluding empty repositioning legs, Group Charter Flights and Cargo Services. We believe Live Flight Legs is a useful metric to measure the scale and usage of our platform, and our ability to generate Flight revenue.
Previous wording
We use Private Jet Gross Bookings per Live Flight Leg to measure the average gross spend by our members and customers on all private jet flight services under our membership program and charter offerings (excluding Group Charter Flights and Cargo Services) for each Live Flight Leg.
Current wording
We use Private Jet Gross Bookings per Live Flight Leg to measure the average gross spend by our members and customers on all private jet flight services under our membership program and charter offerings for each Live Flight Leg.
Previous wording
The decrease in Membership revenue was primarily driven by a decrease in members year-over-year due largely to streamlining our membership offering and shifting less frequent fliers to our charter offerings.
Current wording
The decrease in Membership revenue was primarily driven by a decrease in members year-over-year due largely to streamlining our membership offering and shifting less frequent flyers to our charter offerings.
Previous wording
The decrease in Flight revenue was primarily driven by a $36.8 million reduction attributable to an 8% decrease in Live Flight Legs year-over-year, which was partially offset by a $27.9 million increase attributable to a 6% increase in Flight Revenue per Live Flight Leg as a result of a greater mix of flights on larger and premium jets generally associated with higher hourly rates.
Current wording
The marginal decrease in Flight revenue was primarily driven by a $42.0 million reduction attributable to a 28% decrease in Live Flight Legs year-over-year which was substantially offset by a $38.0 million increase attributable to a 36% increase in Flight revenue per Live Flight Leg. This was a result of a greater mix of flights on larger cabin and premium jets generally associated with higher hourly rates.
Previous wording
Technology and development expenses decreased by $1.2 million, or 4%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily attributable to a $2.7 million decrease in enterprise software and other IT-related spend as a result of cost and operational efficiency actions. The decrease was partially offset by a higher mix of costs expensed in the period that were not eligible for capitalization, which resulted in a $1.6 million increase in expenses during the period.
Current wording
Technology and development expenses decreased by $1.8 million, or 17%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily driven by a $2.3 million reduction in employee compensation and allocable costs due to reduced headcount and a $0.9 million decrease in enterprise software and other IT-related spend, in each case as a result of our previously-announced efficiency and cost reduction initiatives. These decreases were partially offset by a $1.4 million increase in expenses driven by lower capitalization of expenses as result of reduced headcount and consultant spend.
Previous wording
Depreciation and amortization expenses increased $4.2 million, or 10%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by a one-time impairment of certain leasehold improvements and furniture and fixtures associated with vacating our former New York City corporate office space (see Note 9). The increase was also driven by aircraft purchases as we execute our fleet modernization strategy.
Current wording
Depreciation and amortization expenses decreased $8.5 million, or 42%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily driven by higher expense recognized in the first quarter of 2025 for amortization of capitalized software and a one-time impairment of certain leasehold improvements and furniture and fixtures associated with vacating our former New York City corporate office space (see Note 8, Leases of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report).
Previous wording
Interest income decreased $0.3 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily driven by a decrease in cash equivalents held in money market funds and lower interest rates versus the prior year period.
Current wording
Interest income decreased $0.9 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily driven by a decrease in cash equivalents held in money market funds and lower interest rates versus the prior year period.
Previous wording
Interest expense increased $7.5 million, or 47%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily attributable to paid-in-kind interest expense associated with the Term Loan and Credit Support Premium (as each is defined below).
Current wording
Interest expense increased $5.4 million, or 27%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily attributable to paid-in-kind interest expense associated with the Term Loan and Credit Support Premium (as each is defined below).
Previous wording
Our principal sources of liquidity have historically consisted of financing activities, including proceeds from debt financing transactions and the ATM Program, and operating activities, primarily from deferred revenue associated with the sale of Membership Funds. As of September 30, 2025, we had $125.3 million of Cash and cash equivalents and $30.5 million of Restricted cash, and our long-term debt obligations consisted primarily of approximately $282.4 million aggregate principal amount outstanding of Revolving Equipment Notes (as defined below) and approximately $484.2 million aggregate principal amount outstanding under the Term Loan (as defined below), inclusive of capitalized paid-in-kind interest and approximately $7.0 million aggregate principal amount outstanding in connection with the Credit Support Premium (as defined below) portion of the Revolving Credit Facility (as defined below). In addition, we had a working capital deficit of $639.2 million as of September 30, 2025, and Net cash used in operating activities was $147.9 million for the nine months ended September 30, 2025. See the caption titled “Our obligations in connection with our contractual agreements, including operating leases and debt financing obligations, could impair our liquidity and thereby harm our business, results of operations and financial condition” in Part I, Item 1A “Risk Factors” in our Annual Report for more information about our contractual obligations.
Current wording
Our principal sources of liquidity have historically consisted of financing activities, including proceeds from debt financing transactions and the ATM Program (as defined below), proceeds from asset sales aligned with our long-term business strategies, and operating activities, primarily from deferred revenue associated with the sale of Membership Funds. As of March 31, 2026, we had $54.1 million of Cash and cash equivalents and $34.6 million of Restricted cash, and our long-term debt obligations consisted primarily of approximately $196.9 million aggregate principal amount outstanding of Revolving Equipment Notes (as defined below), and approximately $501.6 million, $40.7 million and $9.9 million aggregate principal amount outstanding under the Term Loan, Revolving Credit Facility and Credit Support Premium (as each term is defined below), respectively, in each case inclusive of capitalized paid-in-kind interest. In addition, we had a working capital deficit of $689.6 million as of March 31, 2026, and Net cash used in operating activities was $99.6 million for the three months ended March 31, 2026. See the caption titled “Any inability to satisfy the terms of our contractual agreements, including operating leases and debt financing obligations, could adversely affect our business, results of operations and financial condition” in Part I, Item 1A “Risk Factors” in our Annual Report for more information about our contractual obligations.
Previous wording
We expect to meet our liquidity needs for the next 12 months with a combination of cash and cash equivalents, cash flows from operations, strategic dispositions of underutilized assets, proceeds from borrowings under the Revolving Equipment Notes, if needed and depending on market conditions, sales of shares of Common Stock under the ATM Program or other equity financings, and, if needed and to the extent available to be drawn, borrowings under the Revolving Credit Facility with respect to Delta’s $100.0 million commitment. Our ability to satisfy our long-term liquidity needs will depend on, among others, our ability to generate cash flows from operations and enter into additional or alternate financing arrangements.
Current wording
We expect to meet our liquidity needs for the next 12 months with a combination of cash and cash equivalents, cash flows from operations, strategic dispositions of legacy aircraft assets, proceeds from borrowings under the Proposed 2026 Term Loan expected to be provided by the Lead Lenders and, depending on market conditions, sales of shares of Common Stock under the ATM Program or other debt or equity financings. Our ability to satisfy our long-term liquidity needs will depend on, among others, our ability to generate cash flows from operations and enter into additional or alternate financing arrangements.
Previous wording
The terms of our material long-term debt arrangements are summarized below. See Note 7, Long-Term Debt in the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report for more information about the Revolving Equipment Notes, Credit Support Premium, Term Loan and Revolving Credit Facility (as each term is defined below).
Current wording
The terms of our material long-term debt arrangements are briefly summarized below. See Note 6, Long-Term Debt in the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report for more information about the Revolving Equipment Notes, Credit Support Premium, Term Loan and Revolving Credit Facility (as each term is defined below). As of March 31, 2026, scheduled maturities of our long-term debt: (i) for the remainder of 2026 were expected to be approximately $16.3 million; (ii) from 2027 through 2029 were expected to range between $22.8 million and $182.2 million annually; and (iv) in and after 2030 were nil.
Previous wording
In November 2024, Wheels Up Partners LLC, an indirect subsidiary of the Company (“WUP LLC”), entered into a Note Purchase Agreement, dated as of November 13, 2024 (the “Initial Revolving Equipment Notes Closing Date” and such agreement, the “2024 Note Purchase Agreement”), with Wilmington Trust, National Association, as subordination agent and trustee, and Wheels Up Class A-1 Loan Trust 2024-1, a Delaware statutory trust (the “2024-1 Trust”), which provides for the revolving issuance from time to time by WUP LLC of Series A-1 equipment notes (the “Revolving Equipment Notes”) in an aggregate principal amount up to $332.0 million (the “Revolving Equipment Notes Facility”). The Revolving Equipment Notes mature on November 13, 2029 (the “Revolving Equipment Notes Maturity Date”). The Revolving Equipment Notes bear interest at the variable rate of the then applicable three-month secured overnight funds rate (“SOFR”) plus 1.75% per annum on and after the Initial Revolving Equipment Notes Closing Date and to November 13, 2027 (the “Availability Period”), SOFR plus
Current wording
The Note Purchase Agreement, dated as of November 13, 2024 (the “NPA”), by and among Wheels Up Partners LLC, an indirect subsidiary of the Company (“WUP LLC”), Wilmington Trust, National Association, as subordination agent and trustee, and Wheels Up Class A-1 Loan Trust 2024-1, a Delaware statutory trust (the “2024-1 Trust”), provides for the revolving issuance from time to time by WUP LLC of Series A-1 equipment notes (the “Revolving Equipment Notes”) in an aggregate principal amount up to $332.0 million (the “Revolving Equipment Notes Facility”). The Revolving Equipment Notes mature on November 13, 2029 (the “Revolving Equipment Notes Maturity Date”) and require annual amortization of principal amount equal to 10% per annum on and from November 13, 2024 to November 13, 2027 (the “Availability Period”) and 12% per annum thereafter to the Revolving Equipment Notes Maturity Date, in each case payable in cash quarterly on the same dates as interest payments. The Revolving Equipment Notes bear interest at the variable rate of the then applicable three-month secured overnight funds rate (“SOFR”) plus 1.75% per annum during the Availability Period, SOFR plus 2.25% immediately after the end of the Availability Period to November 13, 2028, and SOFR plus 2.75% from November 13, 2028 to the Revolving Equipment Notes Maturity Date. Interest on the Revolving Equipment Notes is payable in cash quarterly on February 15, May 15, August 15 and November 15 of each year, and on the Revolving Equipment Notes Maturity Date. WUP LLC must also pay a customary commitment fee on unused amounts available to be borrowed under the Revolving Equipment Note Facility.
Previous wording
Pursuant to the 2024 Note Purchase Agreement, any amounts of principal repaid by WUP LLC prior to the Availability Period, either through regular principal amortization payments or from the early redemption of principal amounts related to any aircraft secured by the Revolving Equipment Notes Facility, will become available to be reborrowed by WUP LLC for the purchase of additional aircraft to be secured by such facility during the Availability Period, subject to certain conditions. WUP LLC may redeem any Revolving Equipment Note in connection with the sale of an aircraft that constitutes Revolving Equipment Notes Collateral (as defined in Note 7, Long-Term Debt in the Notes to Condensed Consolidated Financial Statements) or otherwise, at any time, and is not required to pay any prepayment premiums in connection with such early redemptions.
Current wording
Any amounts of principal under a Revolving Equipment Note repaid by WUP LLC prior to the Availability Period, either through regular principal amortization payments or from the early redemption of principal amounts related to any aircraft secured by the Revolving Equipment Notes Facility, will become available to be reborrowed by WUP LLC for the purchase of additional aircraft to be secured by such facility during the Availability Period, subject to certain conditions. WUP LLC may redeem any Revolving Equipment Note in connection with the sale of an aircraft that constitutes Revolving Equipment Notes Collateral (as defined in Note 6, Long-Term Debt in the Notes to Condensed Consolidated Financial Statements) or otherwise, at any time, and is not required to pay any prepayment premiums in connection with such early redemptions. We are subject to certain covenants under the Revolving Equipment Notes Facility summarized in Note 6, Long-Term Debt in the Notes to Condensed Consolidated Financial Statements.
Previous wording
During the nine months ended September 30, 2025, WUP LLC redeemed in-full the Revolving Equipment Notes for 19 aircraft, which reduced the aggregate principal amount outstanding under the Revolving Equipment Notes Facility by $45.3 million, and issued new Revolving Equipment Notes for four aircraft in the aggregate principal amount of $33.9 million. As of September 30, 2025, approximately $282.4 million aggregate principal amount of Revolving Equipment Notes were outstanding, approximately $49.6 million was available to be borrowed under the Revolving Equipment Notes Facility to fund future aircraft acquisitions and the carrying value of the 81 aircraft that were subject to first-priority liens under outstanding Revolving Equipment Notes was $292.9 million.
Current wording
During the three months ended March 31, 2026, WUP LLC redeemed in-full the Revolving Equipment Notes for nine aircraft, which reduced the aggregate principal amount outstanding under the Revolving Equipment Notes Facility by $31.9 million, and issued new Revolving Equipment Notes for nine aircraft in the aggregate principal amount of $60.7 million. As of March 31, 2026, under the Revolving Equipment Notes Facility: (i) approximately $196.9 million aggregate principal amount of Revolving Equipment Notes were outstanding; (ii) approximately $135.1 million was available to be borrowed to fund future aircraft acquisitions; and (iii) the carrying value of the 55 aircraft that were subject to first-priority liens under outstanding Revolving Equipment Notes was $238.0 million.
Previous wording
In connection with the initial closing of the Revolving Equipment Notes Facility, Delta agreed to provide credit support for the Revolving Equipment Notes Facility, which effectively guarantees WUP LLC’s payment obligations thereunder upon the occurrence and continuation of specified events of default, in exchange for an annual fee as a percentage of the aggregate principal amounts drawn under the Revolving Equipment Notes Facility that is payable-in-kind by the Company and accrues interest over the life of the Revolving Equipment Notes Facility (the “Credit Support Premium”). The Credit Support Premium constitutes a revolving loan payable to Delta under the Revolving Credit Facility. Amounts in respect of the Credit Support Premium accrue while the Revolving Equipment Notes are outstanding and include interest that is compounded and capitalized on the last day of each calendar quarter; however, any such accrued amounts do not reduce Delta’s $100.0 million commitment available to be borrowed by the Company from time to time under the Revolving Credit Facility. The Credit Support Premium will become due and payable in-full upon the earlier of repayment and extinguishment of the Revolving Equipment Note Facility and the termination of Delta’s obligation to provide credit support for the Revolving Equipment Notes Facility.
Current wording
Delta provides credit support for the Revolving Equipment Notes Facility, which effectively guarantees WUP LLC’s payment obligations thereunder upon the occurrence and continuation of specified events of default, in exchange for an annual fee as a percentage of the aggregate principal amounts drawn under the Revolving Equipment Notes Facility that is payable-in-kind by the Company and accrues interest over the life of the Revolving Equipment Notes Facility (the “Credit Support Premium”). The Credit Support Premium constitutes a revolving loan payable to Delta under the Revolving Credit Facility pursuant to the Second Credit Agreement Amendment (as defined below). Amounts in respect of the Credit Support Premium accrue while the Revolving Equipment Notes are outstanding and include interest that is compounded and capitalized on the last day of each calendar quarter; however, any such accrued amounts do not reduce Delta’s $100.0 million commitment under the Revolving Credit Facility. The Credit Support Premium will become due and payable in-full upon the earlier of repayment and extinguishment of the Revolving Equipment Note Facility and the termination of Delta’s obligation to provide credit support for the Revolving Equipment Notes Facility.
Previous wording
The Company is party to a Credit Agreement, dated as of September 20, 2023 (as amended by Amendment No. 1 thereto, dated as of November 15, 2023, as further amended by Amendment No. 2 thereto, dated as of November 13, 2024, and as further amended by the Third Credit Agreement Amendment, the “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, Cox Investment Holdings LLC and certain other lenders party thereto from time to time (collectively, the “Lenders”), and U.S. Bank Trust Company, N.A., as administrative agent for the Lenders and as collateral agent for the secured parties (the “Agent”), pursuant to which as of September 30, 2025 (i) the Lenders have provided a term loan facility (the “Term Loan”) in the aggregate original principal amount of $390.0 million and (ii) Delta has provided a commitment for a revolving loan facility (the
Current wording
The Company is party to a Credit Agreement, dated as of September 20, 2023 (as amended by Amendment No. 1 thereto, dated as of November 15, 2023, as further amended by Amendment No. 2 thereto, dated as of November 13, 2024 (the “Second Credit Agreement Amendment”), and as further amended by the Third Credit Agreement Amendment, the “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, CIH and certain other lenders party thereto from time to time (collectively, the “Lenders”), and U.S. Bank Trust Company, N.A., as administrative agent for the Lenders and as collateral agent for the secured parties (the “Agent”), pursuant to which as of March 31, 2026 (i) the Lenders have provided a term loan facility (the “Term Loan”) in the aggregate original principal amount of $390.0 million and (ii) Delta has provided a commitment for a revolving loan facility (the “Revolving Credit Facility” and together with the Term Loan, the “Credit Facility”) in the aggregate original principal amount of $100.0 million.
Previous wording
As part of the Credit Facility, Delta has provided a commitment for the Revolving Credit Facility in the aggregate original principal amount of $100.0 million under the Credit Agreement. The $100.0 million commitment from Delta is separate and apart from the portion with respect to the Credit Support Premium. The Company may request to make borrowings under the Revolving Credit Facility at any time through September 20, 2026 in an amount and to the extent that after giving pro forma effect to any borrowing thereunder, the Company’s Unrestricted Cash Amount (as defined in the Credit Agreement) will not exceed $100.0 million. The Company generally must promptly repay any borrowings under the Revolving Credit Facility prior to maturity as follows: (i) at any time prior to September 20, 2026, to the extent the Unrestricted Cash Amount (as defined in the Credit Agreement) is greater than $100.0 million and (ii) on or after September 20, 2026 but prior to maturity, to the extent that the Unrestricted Cash Amount (as defined in the Credit Agreement) is greater than $125.0 million and if Consolidated Cash Flow (as defined in the Credit Agreement) has been positive for any fiscal quarter since September 20, 2023. As of each of September 30, 2025 and the date of this Quarterly Report, no amounts were outstanding under the Revolving Credit Facility with respect to Delta’s $100.0 million commitment.
Current wording
As part of the Credit Facility, Delta has provided a commitment for the Revolving Credit Facility in the aggregate original principal amount of $100.0 million, which is separate and apart from the portion with respect to the Credit Support Premium. The Company may borrow available amounts under the Revolving Credit Facility at any time through September 20, 2026 in an amount and to the extent that after giving pro forma effect to any borrowing thereunder, the Company’s Unrestricted Cash Amount (as defined in the Credit Agreement) will not exceed $100.0 million. The Company generally must promptly repay any borrowings under the Revolving Credit Facility prior to maturity as follows: (i) at any time prior to September 20, 2026, to the extent the Unrestricted Cash Amount (as defined in the Credit Agreement) exceeds $100.0 million and (ii) on or after September 20, 2026 but prior to maturity, to the extent that the Unrestricted Cash Amount (as defined in the Credit Agreement) exceeds $125.0 million and if Consolidated Cash Flow (as defined in the Credit Agreement) has been positive for any fiscal quarter since September 20, 2023. As of March 31, 2026 and the date of this Quarterly Report, $40.0 million and $100.0 million, respectively, aggregate principal amount was outstanding under the Revolving Credit Facility (excluding capitalized paid-in-kind interest) and $60.0 million and nil, respectively, remained available to be drawn thereunder with respect to Delta’s $100.0 million commitment.
Previous wording
On August 29, 2025, we entered into an ATM Equity Offering SM Sales Agreement (the “ATM Sales Agreement”) with BofA Securities, Inc. and Jefferies LLC (each, a “Sales Agent” and together, the “Sales Agents”), pursuant to which we may sell, from time to time, up to an aggregate sales price of $50.0 million of our Class A common stock, $0.0001 par value per share (“Common Stock”), through the Sales Agents (the “ATM Program”). This Quarterly Report is not an offer to sell or the solicitation of any offer to buy shares of Common Stock under the ATM Program, nor shall there be an offer, solicitation or sale of such shares of Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
Current wording
In August 2025, the Company entered into an ATM Equity Offering SM Sales Agreement (the “ATM Sales Agreement”) with BofA Securities, Inc. and Jefferies LLC (together, the “Sales Agents”), pursuant to which we may sell, from time to time, up to an aggregate sales price of $50.0 million of our Class A common stock, $0.0001 par value per share (“Common Stock”), through the Sales Agents (the “ATM Program”). Sales of shares of Common Stock under the ATM Sales Agreement, if any, may be made by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (“Securities Act”), including sales made in ordinary brokers’ transactions on The New York Stock Exchange or otherwise at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices and block trades. During the three months ended March 31, 2026, the Company did not issue any shares of Common Stock under the ATM Program and had approximately $0.6 million of capacity to issue shares of Common Stock thereunder in the future. This Quarterly Report is not an offer to sell or the solicitation of any offer to buy shares of Common Stock under the ATM Program, nor shall there be an offer, solicitation or sale of such shares of Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
Previous wording
The following table summarizes our cash flows for each of the nine months ended September 30, 2025 and 2024 (in thousands):
Current wording
The following table summarizes our cash flows for each of the three months ended March 31, 2026 and 2025 (in thousands):
Previous wording
The cash outflow from operating activities consisted of our Net loss during the respective periods, net of non-cash items of $135.7 million and $106.5 million during the nine months ended September 30, 2025 and 2024, respectively, and the balance from a general decrease in net operating assets and liabilities. During the nine months ended September 30, 2025, we sold $387.9 million of Membership Funds, which was a 4% decrease from the $405.3 million of Membership Funds sold during the nine months ended September 30, 2024. The decrease was primarily attributable to changes in our membership program offerings aimed at attracting and retaining higher spending, more frequent flyers. Membership Funds are generally non-refundable cash deposits that are accounted for as Deferred revenue until the time at which they are used by members or customers in accordance with the terms applicable to such Membership Fund.
Current wording
The cash outflow from operating activities consisted of our Net loss during the respective periods, net of non-cash items of $48.3 million and $61.5 million during the three months ended March 31, 2026 and 2025, respectively, and the balance from a general decrease in net operating assets and liabilities. During the three months ended March 31, 2026, we sold $91.8 million of Membership Funds, which was a 31% decrease from the $133.0 million of
Previous wording
The cash inflow from investing activities during the nine months ended September 30, 2025 was primarily attributable to $84.4 million in proceeds from sales of aircraft that were classified as held for sale and $20.7 million in proceeds from the sale of the Non-Core Services Businesses. The cash inflows were partially offset by cash outflows of $62.9 million for capital expenditures, including $50.0 million related to fleet modernization and $9.1 million of capitalized software development costs.
Current wording
The cash outflow from investing activities during the three months ended March 31, 2026 was primarily attributable to cash outflows of $64.3 million for capital expenditures, including $61.3 million related to fleet modernization and $1.9 million of capitalized software development costs. The cash outflows were partially offset by $25.6 million in proceeds from sales of aircraft that were classified as held for sale.
Previous wording
The cash inflow from financing activities was primarily attributable to the issuance and sale of shares of Common Stock under the ATM Program for approximately $47.6 million in aggregate net proceeds after deducting sales commissions and the issuance of new Revolving Equipment Notes for four aircraft in the aggregate principal amount of $33.9 million, partially offset by prepayments of long-term debt of $69.0 million.
Current wording
The cash inflow from financing activities was primarily attributable to the issuance of new Revolving Equipment Notes for nine aircraft in the aggregate principal amount of $60.7 million and $40.0 million of borrowings under the Revolving Credit Facility, partially offset by payments of long-term debt of $37.1 million.
Previous wording
As of September 30, 2025, our principal ongoing commitments consisted of contractual cash obligations to pay principal and interest payments under the Revolving Equipment Notes, principal and accrued interest under the Credit Agreement when due at maturity (including any amounts in respect of the Credit Support Premium), operating leases for certain controlled aircraft, leased facilities, including our corporate headquarters, other office space and operational facilities, such as hangars and maintenance facilities, trade payables and ordinary course arrangements involving our obligation to provide future services for which we have already received deferred revenue. For further information about the foregoing obligations and commitments, see the following Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report: Note 2, Revenue; Note 7, Long-Term Debt; and Note 9, Leases. In addition, the $10.0 million Share Repurchase Program gives management the discretion to purchase shares of Common Stock from time to time, and any open order or executory contract to acquire shares of Common Stock in the future would constitute a cash contractual commitment by the Company to the extent it is not cancelled prior to trade execution.
Current wording
As of March 31, 2026, our principal ongoing commitments consisted of contractual cash obligations to pay principal and interest payments under the Revolving Equipment Notes, principal and accrued interest under the Credit Agreement when due at maturity (including any amounts in respect of the Credit Support Premium), operating leases for our controlled aircraft, offices and operational facilities, aircraft maintenance costs, trade payables and ordinary course arrangements involving our obligation to provide future services for which we have already received deferred revenue. For further information about the foregoing obligations and commitments, see the following Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report: Note 2, Revenue; Note 6, Long-Term Debt; and Note 8, Leases.
Showing the first 40 of 41 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
We define On-Time Performance (A-30) as the percentage of total flights flown that arrived within 30 minutes of the scheduled time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.
Current report — wording carried from elsewhere
Membership Funds sold during the three months ended March 31, 2025. The decrease was primarily attributable to our shift to selling our Signature Membership offering, which is aimed at attracting higher spending members that generally fly more frequently and primarily utilize our premium jet fleets, and our decision to discontinue sales of legacy fleet-focused Membership Funds to new customers in January 2026 and existing legacy product members in March 2026. Membership Funds are generally non-refundable cash deposits that are accounted for as Deferred revenue until the time at which they are used by members or customers in accordance with the terms applicable to such Membership Fund.
Current report — wording carried from elsewhere
In addition, the Share Repurchase Program (as defined in Part II, Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds”) gives management the discretion to purchase shares of Common Stock from time to time, and any open order or executory contract to acquire shares of Common Stock in the future would constitute a cash contractual commitment by the Company to the extent it is not cancelled prior to trade execution.
Rearranged previous paragraphs (10)
Previous report — wording carried elsewhere
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Previous report — wording carried elsewhere
Our efficiency, productivity and overhead cost reduction actions are ongoing and during the third quarter of 2025 included:
Previous report — wording carried elsewhere
Services). We believe Private Jet Gross Bookings provides useful information about the aggregate amount our members and customers spend with Wheels Up versus our competitors.
Previous report — wording carried elsewhere
Flight revenue was relatively flat year-over-year, as the $14.4 million reduction attributable to a 9% decrease in Live Flight Legs year-over-year was substantially offset by a $14.2 million increase attributable to a 10% increase in Flight revenue per Live Flight Leg as a result of a greater mix of flights on larger and premium jets generally associated with higher hourly rates.
Previous report — wording carried elsewhere
The following table sets forth our results of operations for each of the nine months ended September 30, 2025 and 2024 (in thousands):
Previous report — wording carried elsewhere
Revenue decreased for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, as follows (in thousands).
Previous report — wording carried elsewhere
The decrease in Membership revenue was primarily driven by a decrease in members year-over-year as a result of streamlining our membership offering and shifting less frequent fliers to our charter offerings.
Previous report — wording carried elsewhere
Other expense, net was relatively consistent for nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Previous report — wording carried elsewhere
2.25% immediately after the end of the Availability Period to November 13, 2028, and SOFR plus 2.75% from November 13, 2028 to the Revolving Equipment Notes Maturity Date, with annual amortization of principal amount equal to 10% per annum through the end of the Availability Period and 12% per annum thereafter to the Revolving Equipment Notes Maturity Date. Interest on the Revolving Equipment Notes is payable quarterly on February 15, May 15, August 15 and November 15 of each year, which began on February 15, 2025, and on the Revolving Equipment Notes Maturity Date. Principal payments on the Revolving Equipment Notes are scheduled for payment on the same dates as interest payments. WUP LLC must also pay a customary commitment fee on unused amounts available to be borrowed under the Revolving Equipment Note Facility.
Previous report — wording carried elsewhere
“Revolving Credit Facility” and together with the Term Loan, the “Credit Facility”) in the aggregate original principal amount of $100.0 million, which remains available to be drawn through September 20, 2026.