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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$2.46-10.9%Stored close · as of Nov 10, 2026

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Unregistered Sales of Equity Securities and Use of Proceeds

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities for the Three Months Ended June 30, 2026

The table below sets forth information regarding purchases of our Common Stock during the three months ended June 30, 2026. We have retrospectively adjusted all share counts and prices per share of Common Stock in the table below to reflect the impact of the Reverse Stock Split.

PeriodTotal Number of Shares Purchased(1)Average Price Paid Per ShareTotal number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased under the Plans or Programs(2)
April 1, 2026 through April 30, 2026—$——$9,372,705
May 1, 2026 through May 31, 20264,707$8.12—$9,372,705
June 1, 2026 through June 30, 2026781$9.20—$9,372,705
For the three months ended June 30, 20265,488$8.28—$9,372,705

(1)Reflects shares of Common Stock (i) withheld for payment of tax liability arising from the vesting of restricted stock units for certain executive officers and (ii) acquired from stockholders who would otherwise have held fractional shares because of the Reverse Stock Split, which the Company acquired for cash (without interest and subject to any required tax withholding applicable to a holder).

(2)On May 1, 2025, the Company announced a $10.0 million share repurchase program (the “Share Repurchase Program”) under which the Company may repurchase shares of Common Stock from time to time at management's discretion using a variety of methods, including open market purchases or 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. The amount reported in the table above excludes the impact of excise taxes on share repurchases in excess of issuances, which is recognized as part of the cost basis of the shares of Common Stock repurchased as reflected in the condensed consolidated statements of equity.

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