Wheels Up Experience Inc.

Previous wording

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 wording

•In April 2026, following the phase-out of sales of our legacy membership options, we retired our fleet of King Air 350i turboprop aircraft from revenue service and have since utilized our network of safety-vetted charter operators to fulfill turboprop customer demand;

Previous 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.

Current wording

•In April 2026, we completed our jet fleet modernization transition 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. All of our on-fleet operations now utilize our Bombardier Challenger 300 and Embraer Phenom 300 series premium jet aircraft;

Previous wording

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 wording

•As of the date of this Quarterly Report, our Wheels Up Signature Membership program and Custom Enterprise Solutions modeled off of that program had grown to more than 1,500 members, which represented over 65% of our active member base as of such date.

Previous 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.

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 through efficiency, productivity and overhead cost reduction actions associated with our fleet modernization plan and other strategic plans. 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 nine months ended September 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

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 wording

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

Previous wording

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 wording

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 Bank, N.A. 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.

Previous wording

Amendments to 2023 Credit Agreement & Extension of 2023 Revolving Credit Facility Availability Period

Current wording

Extension of 2023 Revolving Credit Facility Availability Period

Previous wording

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 wording

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 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 September 30, 2026, $82.6 million aggregate principal amount was outstanding under the 2023 Revolving Credit Facility and $17.4 million was available to be drawn thereunder with respect to Delta’s $100.0 million commitment.

Previous wording

In addition to our results of operations below, we report certain key financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures are in addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to any performance measures derived in accordance with GAAP. We believe that these non-GAAP financial measures provide useful supplemental information to investors about Wheels Up. However, there are certain limitations related to the use of these non-GAAP financial measures and their nearest GAAP measures, including that they exclude significant expenses that are required to be recorded in Wheels Up’s financial measures under GAAP. Other companies may calculate non-GAAP financial measures differently or may use other measures to calculate their financial performance, and therefore, our non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies. Accordingly, you are cautioned not to place undue reliance on this information.

Current wording

In addition to our results of operations below, we report certain key financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to any performance measures derived in accordance with GAAP. We believe that these non-GAAP financial measures provide useful supplemental information to investors about Wheels Up. However, there are certain limitations related to the use of these non-GAAP financial measures and their nearest GAAP measures, including that they exclude significant expenses that are required to be recorded in Wheels Up’s financial measures under GAAP. Other companies may calculate non-GAAP financial measures differently or may use other measures to calculate their financial performance, and therefore, our non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies. Accordingly, you are cautioned not to place undue reliance on this information.

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 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:

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.

Previous wording

•To be used in conjunction with bonus program target achievement determinations, strategic internal planning, annual budgeting, allocating resources and making operating decisions; and

Current wording

We include Adjusted EBITDA and Adjusted EBITDAR as supplemental measures for, among others, assessing operating performance, for strategic internal planning, annual budgeting, allocating resources and making operating decisions, for bonus program target achievement determinations and as performance metrics for certain equity incentive compensation awards, and as useful information for historical period-to-period comparisons of our business, as each measure removes the effect of certain non-cash expenses and other items not indicative of our ongoing operating performance.

Previous wording

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 wording

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 nine months ended September 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 amended reconciliations furnished as Exhibit 99.1 to our Current Report on Form 8-K/A filed with the SEC on October 9, 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.

Previous 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.

Current wording

(4)For the three and nine months ended September 30, 2026, primarily consists of ongoing lease costs for our former New York City corporate office space, which we vacated during the first quarter of 2025. 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 our former New York City corporate office space.

Previous wording

(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 wording

(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 September 30, 2025, were $(23.2) million and $(19.7) million, respectively, and for the nine months ended September 30, 2025, were $(76.4) million and $(63.6) million, respectively.

Previous wording

We calculate Adjusted Contribution as Gross profit (loss) excluding Depreciation and amortization and adjusted further for equity-based compensation included in Cost of revenue and other items included in Cost of revenue that are not indicative of our ongoing operating performance. Adjusted Contribution Margin is calculated by dividing Adjusted Contribution by total Revenue. We include Adjusted Contribution and Adjusted Contribution Margin as supplemental measures for assessing operating performance and for the following:

Current wording

We calculate Adjusted Contribution as Gross profit (loss) excluding Depreciation and amortization and adjusted further for equity-based compensation included in Cost of revenue and other items included in Cost of revenue that are not indicative of our ongoing operating performance. Adjusted Contribution Margin is calculated by dividing Adjusted Contribution by total Revenue. We include Adjusted Contribution and Adjusted Contribution Margin as supplemental measures for, among others, assessing operating performance, understanding our ability to achieve profitability over time through scale and leveraging costs, and as useful information for historical period-to-period comparisons of our business and to identify trends.

Previous wording

The following table reconciles Adjusted Contribution to Gross loss, which is the most directly comparable GAAP measure (in thousands, except percentages):

Current wording

The following table reconciles Adjusted Contribution to Gross profit (loss), which is the most directly comparable GAAP measure (in thousands, except percentages):

Previous 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.

Current wording

(1) For the three months ended September 30, 2026, Utility for the Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft in our controlled fleet were 55.8 and 66.9 hours, respectively. 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 55.7, 52.6 and 39.5 hours, respectively. We retired our legacy fleets from revenue service in April 2026.

Previous 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.

Current wording

The decrease in Flight revenue was primarily driven by a $51.1 million reduction attributable to a 33% decrease in Live Flight Legs year over year, which was substantially offset by a $39.8 million increase attributable to a 38% increase in Flight revenue per Live Flight Leg year over year due to a greater mix of flights on larger cabin and premium jets generally associated with higher hourly rates.

Previous wording

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 wording

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 4).

Previous 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.

Current wording

Cost of revenue decreased by $35.9 million, or 21%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease in Cost of revenue was primarily driven by a $18.4 million decrease in maintenance expense primarily due to the retirement of our legacy fleets from revenue service in April 2026, a $19.6 million decrease in compensation expense due to headcount reductions since the prior year period as a result of efficiency and cost reduction initiatives, a $9.3 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 $8.7 million in fleet modernization-related expenses that were incurred during the three months ended September 30, 2025. These decreases were partially offset by a $17.8 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 and a $2.1 million increase in aircraft lease costs.

Previous wording

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 wording

Technology and development expenses decreased by $1.2 million, or 12%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily driven by a $1.2 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, and a $0.9 million decrease in enterprise software and other IT-related spend. These decreases were partially offset by a $0.8 million increase in expenses due to lower capitalization of expenses and consultant spend.

Previous wording

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 wording

Sales and marketing expenses decreased by $0.6 million, or 2%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, largely due to a $0.7 million decrease in employee compensation and allocable costs driven by changes to our incentive compensation structure implemented in the first quarter of 2026.

Previous wording

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 wording

General and administrative expenses increased by $3.8 million, or 12%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily driven by $6.7 million of legacy fleet retirement-related costs, partially offset by a $2.7 million reduction in employee compensation and allocable costs due to headcount reductions as a result of our efficiency and cost reduction initiatives.

Previous wording

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 wording

Depreciation and amortization expenses decreased by $1.3 million, or 9%, for the three months ended September 30, 2026 compared to the three months ended September 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 during the second quarter of 2026 (see Note 3), partially offset by depreciation related to the purchase of additional premium aircraft during the three months ended September 30, 2026 and lower depreciation associated with capitalized IT-related spend.

Previous 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.

Current wording

Interest income decreased by $0.3 million, or 49%, for the three months ended September 30, 2026 compared to the three months ended September 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 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.

Current wording

Interest expense increased by $15.6 million, or 66%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily attributable to paid-in-kind interest expense associated with certain of our credit facilities.

Previous wording

The following table sets forth our results of operations for each of the six months ended June 30, 2026 and 2025 (in thousands):

Current wording

The following table sets forth our results of operations for each of the nine months ended September 30, 2026 and 2025 (in thousands):

Previous wording

Revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was as follows (in thousands):

Current wording

Revenue for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was as follows (in thousands):

Previous wording

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 wording

The decrease in Flight revenue was primarily driven by a $137.1 million reduction attributable to a 30% decrease in Live Flight Legs year over year, which was substantially offset by a $121.1 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.

Previous 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.

Current wording

The decrease in Other revenue was primarily attributable to the absence of $18.3 million in services-related revenue following the divestiture of certain non-core services businesses in the third quarter of 2025 (see Note 4) 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 $6.4 million increase in group charter-related revenue associated with multiple geopolitical events in the first quarter of 2026.

Previous wording

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 wording

Cost of revenue decreased by $48.8 million, or 10%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. In addition to the general decrease in Cost of revenue attributable to the decrease in Flight revenue compared to the nine months ended September 30, 2026, the decrease in Cost of revenue was driven by a $59.2 million decrease in compensation expense due to headcount reductions since the prior year period as a result of efficiency and cost reduction initiatives, a $37.1 million decrease in maintenance expense primarily due to the retirement of our legacy fleets from revenue service in April 2026, a $30.7 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 $19.5 million in fleet modernization-related expenses incurred during the nine months ended September 30, 2025. These decreases were partially offset by an $84.9 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 nine months ended September 30, 2026, a $8.8 million increase in aircraft lease costs and $4.9 million of legacy fleet retirement-related costs not present in our results for the nine months ended September 30, 2025, which includes a $4.0 million reserve for related parts inventory that we do not expect to be used in our operations.

Previous 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.

Current wording

Technology and development expenses decreased by $3.5 million, or 12%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily driven by a $4.3 million reduction in employee compensation and allocable costs due to reduced headcount since the prior year period and a $2.8 million decrease in enterprise software and other IT-related spend, in each case as a result of our efficiency and cost reduction initiatives. These decreases were partially offset by a $3.5 million increase in expenses due to lower capitalization of expenses as result of reduced headcount and consultant spend.

Previous wording

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 wording

Sales and marketing expenses increased by $1.8 million, or 3%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to a $2.1 million increase in employee compensation partially offset by $0.4 million reduction in general marketing and events spend.

Previous 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.

Current wording

General and administrative expenses decreased by $24.7 million, or 21%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily driven by the absence of a $20.2 million non-cash 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 $13.1 million reduction in employee compensation and allocable costs due to headcount reductions as a result of our efficiency and cost reduction initiatives, as well as a $2.6 million decrease in third party services spend. The decreases were partially offset by $11.5 million of legacy fleet retirement-related costs and a $3.2 million decrease in equity-based compensation expense related to the Executive Performance Plans.

Previous wording

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 wording

Depreciation and amortization expenses decreased by $11.1 million, or 23%, for the nine months ended September 30, 2026 compared to the nine months ended September 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 nine months ended September 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 nine months ended September 30, 2026.

Previous wording

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 wording

Interest income decreased by $1.5 million, or 57%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily driven by a decrease in the average amount of cash equivalents held in money market funds versus the prior year period.

Previous wording

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 wording

Interest expense increased by $31.9 million, or 49%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily attributable to paid-in-kind interest expense associated with certain of our credit facilities.

Previous wording

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 wording

The change in Other (expense) income, net was relatively immaterial for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

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 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.

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), 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 September 30, 2026, we had $51.8 million of Cash and cash equivalents and $30.6 million of Restricted cash, and our long-term debt obligations consisted primarily of approximately $281.2 million aggregate principal amount outstanding of Revolving Equipment Notes (as defined below), approximately $527.4 million, $82.6 million and $14.2 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 $104.2 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 $563.4 million as of September 30, 2026, and Net cash used in operating activities was $208.3 million for the nine months ended September 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, 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.

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, 2023 Revolving Credit Facility and 2026 Revolving Credit Facility, as needed, and, depending on market conditions, sales of shares of Common Stock 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.