Wheels Up Experience Inc.
For the period ended Jun 30, 2026. Filed Aug 5, 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.
Jun 30, 2026 · Filed Aug 5, 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 2026-03-31; filed 2026-05-11.
0001628280-26-033583
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001628280-26-053559
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 128 previous paragraphs and 159 current paragraphs.
56 unchanged; 46 reworded; 50 added; 23 removed; 3 previous and 7 current paragraphs rearranged.
Tables are not compared: 7 previous and 8 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 (50)
Current report
Following our decision to discontinue our legacy membership options for new customers in January 2026 and existing members in March 2026, we retired our fleet of King Air 350i turboprop aircraft from revenue service in April 2026 and have utilized our network of safety-vetted charter operators to fulfill turboprop customer demand. We have offered a substantial portion of our King Air 350i pilots the opportunity to become type-rated in our Bombardier Challenger 300 and/or Embraer Phenom 300 series jet aircraft to support premium jet fleet growth plans. We intend to sell our remaining owned legacy fleet aircraft and return remaining leased legacy jet aircraft over the next 12 months while simultaneously scaling our additional premium jet fleet.
Current report
As of June 30, 2026, our Wheels Up Signature Membership program and Custom Enterprise Solutions modeled off of that program had grown to more than 1,200 members, and as of the date of this Quarterly Report, represents over 50% of our active member base. Following the phase out of sales of our legacy membership options for new customers in January 2026 and existing members on March 31, 2026, we continue to see meaningful growth opportunities for Wheels Up Signature Membership, Custom Enterprise Solutions for larger corporate customers and our charter offerings. We believe that the alignment of our Wheels Up Signature Membership, recently unified global sales and customer service model, and the full transition of our controlled fleet operations to our Challenger and Phenom premium jet aircraft during the second quarter of 2026 will result in an elevated customer experience and is a major step in our continuing business transformation.
Current report
Delta Lock-Up Extension
Current report
On May 23, 2026, we entered into Amendment No. 4 to Investment and Investor Rights Agreement (the “Investor Rights Agreement Amendment”), with Delta to amend and extend certain transfer restrictions set forth in the Investment and Investor Rights Agreement, dated September 20, 2023, by and among, the Company, Delta and each of CK Wheels LLC (“CK Wheels”), Cox Investment Holdings, LLC (“Cox” and, collectively with Delta and CK Wheels, the “Lead Lenders”), and certain other parties thereto (collectively with Delta, the “2023 Lenders”) (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 Amendment No. 3 thereto, dated as of September 21, 2025, as further amended by the Investor Rights Agreement Amendment and collectively with the several joinders thereto, the “Investor Rights Agreement”). Under the Investor Rights Agreement Amendment, Delta agreed to extend the lock-up restriction applicable to all of its shares of our Class A common stock, $0.0001 par value per share (“Common Stock”), issued pursuant to the Investor Rights Agreement by one additional year, through May 22, 2027, subject to limited exceptions for transfers to Permitted Transferees (as defined in the Investor Rights Agreement).
Current report
In addition, on May 23, 2026, each of Delta and Cox extended the deadline by which we must file an initial shelf registration statement to register under the Securities Act of 1933, as amended (the “Securities Act”), the shares of Common Stock issued to them under the Investor Rights Agreement, to: (i) in the case of Delta, May 22, 2027 to align with Delta’s extension of the lock-up restriction; and (ii) in the case of Cox, the earlier of May 22, 2027 and 20 business days after Cox provides notice of the exercise of its demand or piggyback registration rights under the Registration Rights Agreement, dated as of September 20, 2023, to which each of Delta and Cox is a party.
Current report
Financing Transactions
Current report
On May 29, 2026, we entered into a Credit Agreement (the “2026 Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company that are Loan Parties, Delta, Cox and CK Wheels, and U.S. Bank Trust Company, N.A. (“U.S. Bank”), as administrative agent, pursuant to which the Lead Lenders provided an unsecured term loan to us in the aggregate original principal amount of $100.0 million (the “2026 Term Loan”), the net proceeds of which we received on May 29, 2026. Under the 2026 Credit Agreement, we, with the consent of the Required Lenders (as defined in the 2026 Credit Agreement), may request the establishment of additional term loan commitments in an aggregate original principal amount up to $100.0 million, subject to lender participation and certain other requirements set forth in the 2026 Credit Agreement. Additional details about the 2026 Credit Agreement and 2026 Term Loan are provided under the caption “—Liquidity & Capital Resources” herein.
Current report
Series B Equipment Notes Facility
Current report
On May 21, 2026, Wheels Up Partners LLC (“WUP LLC”), an indirect subsidiary of the Company, completed its previously announced financing transaction arranged solely by Sankaty Jet Capital LLC, a subsidiary of AIP Capital Partners LLC. Upon the closing of the $68.0 million Series B Equipment Notes Facility (as defined in “—Liquidity & Capital Resources” herein), we received cash net proceeds of approximately $64.3 million after paying certain transaction-related expenses.
Current report
Delta has provided credit support for the Revolving Equipment Notes Facility (as defined in “—Liquidity & Capital Resources” herein), including the Series B Equipment Notes Facility, which effectively guarantees WUP LLC’s payment obligations thereunder upon the occurrence and continuation of specified events of default. The Series B Equipment Notes Facility utilizes a similar enhanced equipment trust certificate (EETC) loan structure as our existing $332.0 million Series A Equipment Notes Facility (as defined in “—Liquidity & Capital Resources” herein), under which Bank of America, N.A. and PNC Capital Markets LLC are lenders as of the date of this Quarterly Report. The Series B Equipment Notes Facility is in addition to the Series A Equipment Notes Facility and, on May 21, 2026, resulted in the maximum aggregate borrowing amount under the Revolving Equipment Notes Facility being increased to $400.0 million. Additional details about the Revolving Equipment Notes Facility, including the Series B Equipment Notes Facility, are provided under the caption “—Liquidity & Capital Resources” herein.
Current report
Amendments to 2023 Credit Agreement & Extension of 2023 Revolving Credit Facility Availability Period
Current report
As previously disclosed, we are a party to the 2023 Credit Agreement (as defined in “—Liquidity & Capital Resources” herein), which provides for the 2023 Term Loans (as defined in “—Liquidity & Capital Resources” herein) in the aggregate original principal amount of $390.0 million that were fully funded as of November 15, 2023 and the 2023 Revolving Credit Facility (as defined in “—Liquidity & Capital Resources” herein) in the aggregate original principal amount of $100.0 million. On May 29, 2026, we entered into Amendment No. 4 to Credit Agreement (the “Fourth 2023 Credit Agreement Amendment”), by and among the Company, as borrower, the Loan Parties, each of the Lead Lenders, and U.S. Bank, pursuant to which certain conforming amendments were made to the 2023 Credit Agreement to, among other things, (i) permit the incurrence of the 2026 Term Loan and reflect its terms, and (ii) further reflect the Series B Equipment Notes Facility as senior secured debt that constitutes EETC Obligations (as defined in the 2023 Credit Agreement). The other terms of the 2023 Credit Agreement were largely unchanged as a result of the Fourth 2023 Credit Agreement Amendment.
Current report
On July 31, 2026, we entered into Amendment No. 5 to Credit Agreement (the “Fifth 2023 Credit Agreement Amendment”), by and among the Company, as borrower, the other Loan Parties (as defined herein) party thereto, as guarantors, Delta and the U.S. Bank, as administrative agent and collateral agent, pursuant to which Delta extended the period during which the 2023 Revolving Credit Facility will continue to be available to be drawn by two additional years, to September 20, 2028. The Fifth 2023 Credit Agreement Amendment did not contain any other material amendments to the 2023 Credit Agreement, including the amount of Delta’s $100.0 million commitment under the 2023 Revolving Credit Facility. As of June 30, 2026, $35.3 million aggregate principal amount was outstanding under the 2023 Revolving Credit Facility (excluding capitalized paid-in-kind interest) and $64.7 million was available to be drawn thereunder with respect to Delta’s $100.0 million commitment.
Current report
Beginning with the three months ended June 30, 2026, we began including (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt as adjustments in the reconciliation of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss. (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt, as presented for purposes of the Adjusted EBITDA and Adjusted EBITDAR non-GAAP reconciliations, are non-operating items that are included in the computation of Net loss in the condensed consolidated statements of operations. Management believes that including (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt in the non-GAAP reconciliation of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss improves the usefulness and clarity of our non-GAAP financial measures by removing the impact of accounting gains or losses generated from aircraft dispositions and related debt repayments that are not indicative of our core operating performance. Prior period Adjusted EBITDA and Adjusted EBITDAR amounts for the three and six months ended June 30, 2025 presented herein have been recast to reflect this change. This update has no effect on any of our previously reported GAAP results. Please refer to the heading titled “Update to Non-GAAP Definitions – Adjustments for Accounting Gains and Losses from Aircraft Sales” in the press release furnished as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on August 4, 2026 for historical non-GAAP reconciliations of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss for the quarterly periods beginning with the three months ended March 31, 2024 through the three months ended March 31, 2026 and for the years ended December 31, 2025 and 2024.
Current report
(5)Beginning with the three months ended June 30, 2026, we began including (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt as adjustments in the reconciliation of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss. Prior period Adjusted EBITDA and Adjusted EBITDAR amounts have been recast to reflect this change. Adjusted EBITDA and Adjusted EBITDAR, as previously reported without any adjustment for (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt, for the three months ended June 30, 2025, were $(29.0) million and $(25.1) million, respectively, and for the six months ended June 30, 2025, were $(53.2) million and $(43.9) million, respectively.
Current report
Technology and development expenses decreased by $0.5 million, or 6%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by a $1.0 million decrease in enterprise software and other IT-related spend and a $0.8 million reduction in employee compensation and allocable costs due to reduced headcount since the prior year period, in each case as a result of our previously-announced efficiency and cost reduction initiatives. These decreases were partially offset by a $1.7 million increase in expenses due to lower capitalization of expenses and consultant spend.
Current report
Sales and marketing expenses increased by $2.4 million, or 10%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, largely due to a $2.0 million increase in employee compensation and allocable costs driven by changes to the incentive compensation structure implemented in the first quarter of 2026.
Current report
General and administrative expenses increased by $1.4 million, or 5%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily driven by $5.3 million of legacy fleet retirement-related costs and the absence of $4.3 million of equity-based compensation expense related to the Executive Performance Plans (as defined in Note 9) incurred in the second quarter of 2025. The increases were partially offset by a $4.5 million reduction in employee compensation and allocable costs due to headcount reductions as part of our previously-announced efficiency and cost reduction initiatives, and reductions in third party services spend of $1.1 million and bad debt expenses of $1.0 million.
Current report
Depreciation and amortization expenses decreased by $1.4 million, or 10%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by lower aircraft depreciation following the retirement of our legacy fleets in April 2026 and classifying such aircraft as held for sale (see Note 3), partially offset by depreciation related to the purchase of additional premium aircraft during the three months ended June 30, 2026 and lower depreciation associated with capitalized IT-related spend.
Current report
Other (Expense) Income, Net
Current report
The change in Other (expense) income, net was relatively immaterial for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Current report
Results of Operations for the Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025
Current report
Revenue
Current report
Revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was as follows (in thousands):
Current report
Cost of Revenue
Current report
Cost of revenue decreased by $12.9 million, or 4%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. In addition to the general decrease in Cost of revenue attributable to the slight decrease in Flight revenue compared to the six months ended June 30, 2026, the decrease in Cost of revenue was driven by a $42.2 million decrease in compensation expense due to headcount reductions since the prior year period as a part of our previously announced efficiency and cost reduction initiatives, a $21.4 million decrease in fuel and airport fees primarily due to fewer Live Flight Legs on our controlled aircraft versus the prior year period, a $16.9 million decrease in maintenance expense as a result of having fewer active aircraft in our controlled fleet following the retirement from revenue service of our legacy aircraft fleet in April 2026, and the absence of $10.8 million in fleet modernization-related expenses incurred during the six months ended June 30, 2025. These decreases were partially offset by a $67.1 million increase in third-party operator spend due to shifting certain flight activity to third-party operators as we scaled down and retired our legacy fleets from revenue service during the six months ended June 30, 2026, a $6.7 million increase in aircraft lease costs and $5.8 million of legacy fleet retirement-related costs not present in our results for the six months ended June 30, 2026, which includes a $5.0 million reserve for related parts inventory.
Current report
Other Operating Expenses
Current report
Technology and Development
Current report
Sales and Marketing
Current report
Sales and marketing expenses increased by $2.4 million, or 5%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to a $2.8 million increase in employee compensation partially offset by $0.4 million reduction in general marketing and events spend.
Current report
General and Administrative
Current report
Depreciation and Amortization
Current report
Depreciation and amortization expenses decreased by $9.9 million, or 29%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by higher expense recognized in the first quarter of 2025 for amortization of capitalized IT software and a right-of-use asset impairment recorded in the first quarter of 2025 associated with vacating our former New York City corporate office space. Depreciation was also lower for the six months ended June 30, 2026 due to the retirement of our legacy fleets in April 2026 and classifying such aircraft as held for sale, partially offset by depreciation related to the purchase of additional premium aircraft during the six months ended June 30, 2026.
Current report
Interest Income
Current report
Interest income decreased by $1.2 million, or 59%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by a decrease in the average amount of cash equivalents held in money market funds versus the prior year period.
Current report
Interest Expense
Current report
Interest expense increased by $16.3 million, or 39%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily attributable to paid-in-kind interest expense associated with certain of our credit facilities.
Current report
Other (Expense) Income, Net
Current report
The change in Other (expense) income was relatively immaterial for each of the six months ended June 30, 2026 and six months ended June 30, 2025.
Current report
WUP LLC is a party to the Revolving Equipment Notes Facility that utilizes an enhanced equipment trust certificate (EETC) loan structure and provides for the revolving issuance from time to time by WUP LLC of:
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Removed paragraphs (23)
Previous report
Commitment Letter for $100 million Unsecured Term Loan
Previous 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.
Previous 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.
Previous report
As of March 31, 2026, our controlled aircraft fleet consisted of:
Previous report
(1) Gulfstream G-IVSP aircraft support special missions contracts and do not operate regular member and charter customer flights.
Previous 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.
Previous report
(3) Consists of Beechcraft and Textron King Air 350i turboprop aircraft.
Previous 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.
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(1) Amount shown in thousands.
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Live Flight Legs
Previous report
Utility
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Completion Rate
Previous report
On-Time Performance (A-30)
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On-Time Performance (D-60)
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3+ Hour Delay Rate
Previous 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.
Previous report
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 report
Other Expense, Net
Previous report
Other expense, net was relatively consistent for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Previous report
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 report
Credit Support
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Term Loan & Revolving Credit Facility
Previous report
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.
Reworded paragraphs (46)
Previous 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.
Current wording
Wheels Up is a leading global provider of on-demand private aviation that offers a complete private aviation solution 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 fleet of Bombardier Challenger 300 series and Embraer Phenom 300 series premium jet aircraft 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
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.
Current wording
We offer our members, customers and industry partners numerous aviation services 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 provides members access to our growing fleet of Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft, and 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 to us for the cost of future flight services and other incidental costs, such as catering and ground transportation or other personalized services (a “Membership Fund”). 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 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 provide Custom Enterprise Solutions tailored to the specific needs of our larger corporate customers.
Previous 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.
Current wording
For travelers looking to pay as they go, Wheels Up’s charter solutions allow members and customers to book charter trips with or without a Membership Fund. 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- 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. We also provide cargo services to a range of clients, including individuals and government organizations, via Air Partner Cargo. Our charter solutions complement our membership program and provide a leading solution for members and customers wishing to fly globally through attractive market-based pricing and personalized alternatives.
Previous 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.
Current wording
We first announced in August 2025 that we were in the process of implementing initiatives expected to drive approximately $50 million in annual cash cost savings by implementing 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 after identifying additional savings measures. We substantially completed these actions in the second quarter of 2026, but continue to implement discrete efficiency and cost control opportunities across our business and operations. While a portion of the savings that we originally expected from such actions are reflected in our results for the three and six months ended June 30, 2026, we anticipate that the full impact of the anticipated cost savings and control actions will be reflected in our financial results by the end of 2026 relative to a second quarter of 2025 baseline.
Previous wording
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 wording
In May 2026, we announced that we completed our jet 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. Following the completion of our jet fleet modernization strategy, we have shifted all on-fleet operations to our premium Bombardier Challenger 300 and Embraer Phenom 300 series premium jet aircraft. We are now fully focused on scaling our premium jet fleets and expect to grow our premium fleet to approximately 50 aircraft by the end of 2026. Our jet fleet transition and disciplined operational execution from our internal teams has resulted in meaningful and continuing improvement in our operating performance year over year, reflected by higher Utility, Completion Rates and On-Time Performance metrics and 119 Brand Days – or days with a perfect Completion Rate and zero cancellations – year-to-date through July 2026. As of June 30, 2026, we had 40 premium aircraft – 11 Bombardier Challenger 300 series and 29 Embraer Phenom 300 series jets – in our controlled fleet.
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 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:
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 and non-cash gains and losses on sales of aircraft or other assets. 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 (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.
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, by capital lease or by operating lease, each of which may vary significantly between periods and results in a different accounting presentation.
Previous wording
(1)Consists of expenses associated with the Company’s global integration efforts, including charges for employee separation programs and third-party advisor costs.
Current wording
(1)Consists of expenses associated with our global integration efforts, including charges for employee separation programs and third-party advisor costs.
Previous 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.
Current wording
(4)For the three and six months ended June 30, 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 six months ended June 30, 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
(5)Aircraft lease costs are reflected in Cost of revenue on the condensed consolidated statement of operations for the applicable period.
Current wording
(6)Aircraft lease costs are reflected in Cost of revenue on the condensed consolidated statement of operations for the applicable period.
Previous wording
(1)Consists of expenses associated with the Company’s global integration efforts including charges for employee separation programs.
Current wording
(1)Consists of expenses associated with our global integration efforts, including charges for employee separation programs.
Previous wording
(2)Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy, as well as certain cash and non-cash costs incurred associated with exiting legacy private jet models.
Current wording
(2)Consists of expenses incurred in connection with the execution of our fleet modernization strategy, which primarily includes expenses associated with transitioning our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy, as well as certain cash and non-cash costs incurred associated with exiting legacy private jet models.
Previous 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.
Current wording
(1) For the three months ended June 30, 2026, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 46.9, 62.5 and 8.0 hours, respectively. For the three months ended June 30, 2025, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 49.0, 54.0 and 40.6 hours, respectively. The decline in Utility of our legacy fleet aircraft during the three months ended June 30, 2026 reflects our decision to retire those aircraft from revenue service in April 2026.
Previous wording
We define Total 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, all group charter flights, which are charter flights with 15 or more passengers (“Group Charter Flights”), and all cargo flight services (“Cargo Services”). We believe Total Gross Bookings provides useful information about the scale of the overall global aviation solutions that we provide our members and customers.
Current wording
Total Gross Bookings and Private Jet Gross Bookings. We define Total 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, all group charter flights, which are charter flights with 15 or more passengers (“Group Charter Flights”), and all cargo flight services (“Cargo Services”). We believe Total Gross Bookings provides useful information about the scale of the overall global aviation solutions that we provide our members and customers.
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, 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.
Current wording
Live Flight Legs. 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 for each Live Flight Leg.
Current wording
Private Jet Gross Bookings per Live Flight Leg. 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
We define Utility for the applicable period as the total revenue generating flight hours flown on our controlled aircraft fleet, excluding empty repositioning legs, divided by the monthly average number of available aircraft in our controlled aircraft fleet. Utility is expressed as a monthly average. We measure the revenue generating flight hours for a given flight on our controlled aircraft as the actual flight time from takeoff to landing. We determine the number of aircraft in our controlled aircraft fleet available for revenue generating flights at the end of the applicable month and exclude aircraft then classified as held for sale. We use Utility to measure the efficiency of our operations, our ability to generate a return on our assets and the impact of our fleet modernization strategy.
Current wording
Utility. We define Utility for the applicable period as the total revenue generating flight hours flown on our controlled aircraft fleet, excluding empty repositioning legs, divided by the monthly average number of available aircraft in our controlled aircraft fleet. Utility is expressed as a monthly average. We measure the revenue generating flight hours for a given flight on our controlled aircraft as the actual flight time from takeoff to landing. We determine the number of aircraft in our controlled aircraft fleet available for revenue generating flights at the end of the applicable month and exclude aircraft then classified as held for sale. We use Utility to measure the efficiency of our operations, our ability to generate a return on our assets and the impact of our fleet modernization strategy.
Previous wording
We define Completion Rate as the percentage of total scheduled flights operated and completed, excluding customer-initiated flight cancellations.
Current wording
Completion Rate. We define Completion Rate as the percentage of total scheduled flights operated and completed, excluding customer-initiated flight cancellations.
Previous wording
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 wording
On-Time Performance (A-30). 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.
Previous wording
We define On-Time Performance (D-60) as the percentage of total flights flown that departed within 60 minutes of the scheduled time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.
Current wording
On-Time Performance (D-60). We define On-Time Performance (D-60) as the percentage of total flights flown that departed within 60 minutes of the scheduled time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.
Previous wording
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 wording
3+ Hour Delay Rate. 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.
Previous wording
Revenue decreased for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, as follows (in thousands).
Current wording
Revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was as follows (in thousands):
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 flyers to our charter offerings.
Current wording
The decrease in Membership revenue was primarily driven by a decrease in total members year over year as a result of streamlining our membership offering and shifting less frequent flyers to our charter offerings.
Previous 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.
Current wording
The marginal decrease in Flight revenue was primarily driven by a $43.9 million reduction attributable to a 28% decrease in Live Flight Legs year over year, which was substantially offset by a $43.3 million increase attributable to a 38% increase in Flight revenue per Live Flight Leg due to a greater mix of flights on larger cabin and premium jets generally associated with higher hourly rates.
Previous wording
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 wording
Cost of revenue decreased by $13.6 million, or 8%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease in Cost of revenue was driven by a $22.8 million decrease in maintenance expense due to having fewer active aircraft in our controlled fleet following the retirement from revenue service of our legacy aircraft fleet in April 2026, a $20.0 million decrease in compensation expense due to headcount reductions since the prior year period as a part of our previously announced efficiency and cost reduction initiatives, a $13.4 million decrease in fuel and airport fees primarily due to fewer Live Flight Legs on our controlled aircraft versus the prior year period, and the absence of $7.7 million in fleet modernization-related expenses incurred during the three months ended June 30, 2025. These decreases were partially offset by a $44.7 million increase in third-party operator spend due to shifting certain flight activity to third-party operators as we retired our legacy fleets from revenue service in April 2026, a $2.3 million increase in aircraft lease costs and $0.8 million of legacy fleet retirement-related costs not present in our results for the three months ended June 30, 2025.
Previous 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.
Current wording
Interest income decreased by $0.3 million, or 32%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by a decrease in cash equivalents held in money market funds versus the prior year period.
Previous 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).
Current wording
Interest expense increased by $10.9 million, or 49%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily attributable to paid-in-kind interest expense associated with certain of our credit facilities.
Previous wording
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 wording
The decrease in Other revenue was primarily attributable to the absence of $11.6 million in services-related 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 $1.6 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 a $6.9 million increase in group charter-related revenue associated with multiple geopolitical events in the first quarter of 2026.
Previous 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.
Current wording
Technology and development expenses decreased by $2.3 million, or 12%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by a $3.1 million reduction in employee compensation and allocable costs due to reduced headcount since the prior year period and a $1.8 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 $3.3 million increase in expenses due to lower capitalization of expenses as result of reduced headcount and consultant spend.
Previous wording
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 wording
General and administrative expenses decreased by $28.5 million, or 33%, for the six months ended June 30, 2026 compared to the six months ended June 30, 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 $10.4 million reduction in employee compensation and allocable costs due to headcount reductions as part of our previously-announced efficiency and cost reduction initiatives, as well as a $2.0 million decrease in third party services spend. The decreases were partially offset by $5.3 million of legacy fleet retirement-related costs and a $3.3 million decrease in equity-based compensation expense related to the Executive Performance Plans.
Previous 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.
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 June 30, 2026, we had $86.3 million of Cash and cash equivalents and $33.8 million of Restricted cash, and our long-term debt obligations consisted primarily of approximately $189.2 million aggregate principal amount outstanding of Revolving Equipment Notes (as defined below), approximately $514.3 million, $37.1 million and $11.3 million aggregate principal amount outstanding under the 2023 Term Loans, 2023 Revolving Credit Facility and Credit Support Premium (as defined below), respectively, in each case inclusive of capitalized paid-in-kind interest, and approximately $101.1 million aggregate principal amount outstanding under the 2026 Term Loan, inclusive of capitalized paid-in-kind interest. In addition, we had a working capital deficit of $563.3 million as of June 30, 2026, and Net cash used in operating activities was $191.3 million for the six months ended June 30, 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 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.
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, proceeds from borrowings under the Revolving Equipment Notes Facility and 2023 Revolving Credit Facility, as needed, 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 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.
Current wording
The terms of our material long-term debt arrangements are briefly summarized below. As of June 30, 2026, $64.7 million and $142.8 million were available to be drawn under the 2023 Revolving Credit Facility with respect to Delta’s $100.0 million commitment and Revolving Equipment Notes Facility, respectively, in each case subject to certain terms and the satisfaction of certain conditions. In addition, as of June 30, 2026, scheduled maturities of our long-term debt were expected to be approximately: (i) $10.5 million for the remainder of 2026; (ii) $88.3 million for 2027; (iii) $640.6 million for 2028; and (iv) $179.7 million for 2029. 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 Facility, Credit Support Premium, 2023 Term Loans, 2023 Revolving Credit Facility and 2026 Term Loan.
Previous 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.
Current wording
Any amounts of principal repaid by WUP LLC on and from November 13, 2024 to November 13, 2027, in the case of the Series A Equipment Notes, or on and from May 21, 2026 to November 23, 2027, in the case of the Series B Equipment Notes (as applicable, the “Availability Period”), either due to regular principal amortization payments, as applicable, or the early redemption of principal amounts related to any aircraft secured by the Revolving Equipment Notes Facility, will become available to be re-borrowed by WUP LLC for the purchase of additional aircraft to be secured by such facility during the applicable Availability Period, subject to certain conditions.
Previous 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.
Current wording
The Series A Equipment Notes are scheduled to mature on November 13, 2029 (the “Series A Maturity Date”) and require annual amortization of principal amount equal to 10% per annum through the end of the applicable Availability Period and 12% per annum thereafter to the Series A Maturity Date, in each case payable in cash quarterly on the same dates as interest payments. Interest on the Series A Equipment Notes accrues at the variable rate of the then applicable three-month secured overnight funds rate (“SOFR”) plus 1.75% per annum during the applicable Availability Period, SOFR plus 2.25% per annum immediately after the end of the applicable Availability Period to November 13, 2028, and SOFR plus 2.75% per annum from November 13, 2028 to the Series A Maturity Date. Interest on the Series A Equipment Notes is payable in cash quarterly on February 15, May 15, August 15 and November 15 of each year and on the Series A Maturity Date. WUP LLC must also pay a customary commitment fee on unused amounts available to be borrowed under the Series A Equipment Notes Facility.
Previous 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.
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 us 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 2023 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 under the 2023 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 Notes 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 (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.
Current wording
We have entered into 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, as further amended by Amendment No. 3 thereto, dated as of April 30, 2025, as further amended by the Fourth 2023 Credit Agreement Amendment, and as further amended by the Fifth 2023 Credit Agreement Amendment, the “2023 Credit Agreement”), by and among us, as borrower, certain of our subsidiaries, as guarantors (collectively with the Company, the “Loan Parties”), Delta, CK Wheels, Cox and certain other lenders party thereto from time to time (collectively, the “2023 Lenders”), and U.S. Bank, as administrative agent and collateral agent for the secured parties, pursuant to which as of June 30, 2026 (i) the 2023 Lenders have provided term loans (the “2023 Term Loans”) in the aggregate original principal amount of $390.0 million and (ii) Delta has provided a commitment for a revolving loan facility in the aggregate original principal amount of $100.0 million (the “2023 Revolving Credit Facility” and together with the 2023 Term Loans, the “2023 Credit Facility”).
Previous wording
The scheduled maturity date for the Term Loan is September 20, 2028, and the scheduled maturity date for the Revolving Credit Facility is the earlier of September 20, 2028 and the first date after September 20, 2026 on which all amounts owed under the Revolving Credit Facility have been repaid, subject in each case to earlier termination upon acceleration or termination of any obligations upon the occurrence and continuation of an event of default. Interest on the Term Loan and any borrowings under the Revolving Credit Facility (each, a “Loan” and, collectively, the “Loans”) accrues at a rate of 10% per annum on the unpaid principal balance of the Loans then outstanding. Accrued interest on each Loan is payable-in-kind as compounded interest and capitalized to the principal amount of the applicable Loan on the last day of each of March, June, September and December each year, and the applicable maturity date.
Current wording
The scheduled maturity date for the 2023 Term Loans and 2023 Revolving Credit Facility is September 20, 2028, in each case subject to earlier termination upon acceleration or termination of any obligations upon the occurrence and continuation of an event of default. Interest on the 2023 Term Loans and borrowings under the 2023 Revolving Credit Facility (each, a “2023 Loan” and, collectively, the “2023 Loans”) accrues at a rate of 10% per annum on the unpaid principal balance of the 2023 Loans then outstanding. Accrued interest on each 2023 Loan is payable-in-kind as compounded interest and capitalized to the principal amount of the applicable 2023 Loan on the last day of each of March, June, September and December each year and the applicable maturity date.
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, 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.
Current wording
As part of the 2023 Credit Facility, Delta has provided a commitment for the 2023 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. We may borrow available amounts under the 2023 Revolving Credit Facility at any time through September 20, 2028 in an amount and to the extent that after giving pro forma effect to any borrowing thereunder, our Unrestricted Cash Amount (as defined in the 2023 Credit Agreement) will not exceed $100.0 million. The availability period for the 2023 Revolving Credit Facility may be extended at any time by agreement between Delta and us. We generally must promptly repay any borrowings under the 2023 Revolving Credit Facility prior to maturity at any time prior to September 20, 2028, to the extent our Unrestricted Cash Amount (as defined in the 2023 Credit Agreement) exceeds $100.0 million.
Previous 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.
Current wording
In August 2025, we 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 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 and six months ended June 30, 2026, we 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.
Showing the first 40 of 46 pairs. Open the source sections for the rest.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current report — wording carried from elsewhere
The decrease in Other revenue was primarily attributable to the absence of $6.7 million in services-related 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). These decreases were partially offset by a $1.6 million increase in group charter-related revenue.
Current report — wording carried from elsewhere
The following table sets forth our results of operations for each of the six months ended June 30, 2026 and 2025 (in thousands):
Current report — wording carried from elsewhere
The decrease in Membership revenue was primarily driven by a decrease in total members year over year as a result of streamlining our membership offering and shifting less frequent flyers to our charter offerings.
Current report — wording carried from elsewhere
The slight decrease in Flight revenue was primarily driven by a $85.9 million reduction attributable to a 28% decrease in Live Flight Legs year over year, which was substantially offset by a $81.3 million increase attributable to a 37% increase in Flight revenue per Live Flight Leg due to a greater mix of flights on larger cabin and premium jets generally associated with higher hourly rates.
Current report — wording carried from elsewhere
•Series A-1 equipment notes (collectively, the “Series A Equipment Notes”) in an aggregate principal amount up to $332.0 million (the “Series A Equipment Notes Facility”); and
Current report — wording carried from elsewhere
As of June 30, 2026, the Series A Equipment Notes and Series B Equipment Notes were secured by senior liens on 47 and 39, respectively, of our owned aircraft and in the future will be secured by senior liens on additional aircraft financed under the respective facilities (collectively, the “Revolving Equipment Notes Collateral”). WUP LLC may redeem any Revolving Equipment Note in connection with the sale of an aircraft that constitutes Revolving Equipment Notes Collateral or otherwise, at any time, and is not required to pay prepayment premiums in connection with such early redemptions. Additional details about the Revolving Equipment Notes Facility summarized in Note 6, Long-Term Debt in the Notes to Condensed Consolidated Financial Statements.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Total Gross Bookings and Private Jet Gross Bookings
Previous report — wording carried elsewhere
Private Jet Gross Bookings per Live Flight Leg
Previous report — wording carried 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.