Wheels Up Experience Inc.

This Current Report and Exhibits 99.1, 99.2 and 99.3 furnished herewith contain certain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside of the control of the Company. These forward-looking statements include, but are not limited to, statements regarding: (i) the 2023 Credit Agreement, including the 2026 Revolving Credit Facility, and Wheels Up’s intended use of net proceeds from any amounts borrowed thereunder for working capital and general corporate purposes, including to execute its ongoing business transformation, continue investing in its premium jet fleet and/or repay existing indebtedness, and to pay certain transaction-related expenses; (ii) Wheels Up’s plans and ability to acquire the New Phenoms pursuant to the Phenom Purchase Agreement, the expected delivery timeline, cost and financing plans to acquire such aircraft, and the anticipated future business, financial and operational benefits to Wheels Up from any acquisition of the New Phenoms; (iii) the impact of the terms of the PDP Financing and PDP Equipment Notes, Wheels Up’s ability to repay the PDP Equipment Notes when due and otherwise fund the purchase price for the New Phenoms using any available cash on-hand or other capital resources, including any borrowings under existing or future debt facilities, subject to any limitations or restrictions or the satisfaction of any conditions precedent under the definitive documentation thereunder; and (iv) Wheels Up’s fleet strategy, future member and customer demand for flight services, operating performance, and business, financial and growth plans, including as a result of the planned acquisition of the New Phenoms and the establishment of the 2026 Revolving Credit Facility. The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. The Company has identified certain known material risk factors applicable to the Company under Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 10, 2026, under Part II, Item 1A “Risk Factors” in the 2Q Form 10-Q, and the Company’s other filings with the SEC from time to time. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company does not intend to update any of these forward-looking statements after the date of this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

• Filed herewith.

** Furnished herewith.