Wheels Up Experience Inc.

(Unaudited)

1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Wheels Up Experience Inc. (“Wheels Up”, or “we”, “us”, “our” or the “Company”) is a leading global provider of on-demand private aviation and one of the largest companies in the industry.

Basis of Presentation and Principles of Consolidation

The condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial reporting, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the financial information and footnotes required by GAAP for annual financial statements. As a result, this Quarterly Report on Form 10-Q (this “Quarterly Report”) should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on March 10, 2026. In the opinion of the Company’s management, the condensed consolidated financial statements in this Quarterly Report include all adjustments necessary for the fair presentation of the Company’s balance sheets as of September 30, 2026 and its results of operations, including its comprehensive loss and stockholders' equity for the three and nine months ended September 30, 2026 and 2025. All adjustments are of a normal recurring nature. The results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for any subsequent period or for the fiscal year ending December 31, 2026.

Non-Controlling Interests

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, after elimination of intercompany transactions and accounts. The Company consolidates Wheels Up MIP LLC (“MIP LLC”) and records the profits interests units in Wheels Up Partners Holdings LLC, our indirect subsidiary (“WUP”), held by MIP LLC as non-controlling interests. The Company serves as the sole managing member of MIP LLC, but does not own any profits interests units in WUP (see Note 12).

Reverse Stock Split

Immediately after the close of business on The New York Stock Exchange (“NYSE”) on April 24, 2026 (the “Reverse Split Effective Time”), the Reverse Stock Split and Authorized Share Reduction (as each term is defined in Note 10) became effective. Accordingly, the presentation of all periods covered by these condensed consolidated financial statements has been adjusted to give retroactive effect to the Reverse Stock Split, including adjustments to per share net loss and per share amounts with respect to our Class A common stock, $0.0001 par value per share (“Common Stock”). Our total stockholders’ equity and the par value for the Common Stock did not change due to the Reverse Stock Split and Authorized Share Reduction (see Note 10).

Use of Estimates

Preparing the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates due to risks and uncertainties. The most significant estimates include, but are not limited to, the useful lives and residual values of purchased aircraft, sales and use tax, the determination of the allowance for credit losses, reserve for excess and obsolete inventory, impairment assessments, the determination of the valuation allowance for deferred tax assets and the incremental borrowing rate for leases.

Segment Reporting

We identify operating segments as components of Wheels Up for which discrete financial information is available and is regularly reviewed by the chief operating decision maker (“CODM”), or decision-making group, in making decisions regarding resource allocation and performance assessment.

The Company’s CODM is its Chief Executive Officer, who reviews financial information presented on a consolidated basis. The Company operates asone operating segment. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. The measure of segment profit or loss for the Company's single segment is Net income (loss), which can be found in the condensed consolidated statement of operations. There is no expense or asset information that is supplemental to those disclosed in the condensed consolidated financial statements that is regularly provided to the CODM.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendments in ASU 2024-03 aim to improve the decision usefulness of expense information on public business entities’ income statements through the disaggregation of relevant expense captions in the notes to the financial statements. ASU 2024-03 will be effective for the Company’s Annual Report on Form 10-K for the year ending December 31, 2027, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). The amendments in ASU 2025-06 are intended to reduce diversity in practice and provide clearer guidance on the accounting for costs incurred in the development, implementation, and maintenance of internal-use software. The update clarifies which costs should be capitalized versus expensed, refines the definition of “application development stage,” and enhances disclosure requirements regarding significant internal-use software projects. ASU 2025-06 will be effective for the Company’s fiscal year ending December 31, 2028, including interim periods within that fiscal year, with early adoption permitted. The provisions of the amendments in this update are not expected to have a significant impact on the Company’s financial position, results of operations or cash flows.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in ASU 2023-09 enhance the transparency and decision usefulness of income tax disclosures, primarily through expanded rate reconciliation and income taxes paid disclosures. The Company adopted ASU 2023-09 effective January 1, 2025, and applied the guidance on a prospective basis. The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements for the periods presented in this Quarterly Report, but resulted in expanded income tax disclosures.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). The amendments in ASU 2025-05 clarify and simplify the application of the current expected credit loss (CECL) model to trade receivables and contract assets arising from revenue transactions. The update permits the use of practical, historical loss-rate methods for short-term receivables and provides additional guidance on applying credit loss concepts to unbilled revenue recognized under Topic 606. ASU 2025-05 will be effective for the Company’s fiscal year ending December 31, 2026, including interim periods within that fiscal year, with early adoption permitted. The Company adopted ASU 2025-05 effective January 1, 2026, and applied the guidance on a prospective basis. The adoption of ASU 2025-05 did not have a material impact on the Company’s consolidated financial statements for the periods presented in this Quarterly Report.

2. REVENUE RECOGNITION

Disaggregation of Revenue

The following table disaggregates Revenue by service type and the timing of when these services are provided to the member or customer (in thousands):

Contract Balances

Accounts receivable, net consisted of the following (in thousands):

Deferred revenue consisted of the following (in thousands):

Changes in Deferred revenue for the nine months ended September 30, 2026 were as follows (in thousands):

Revenue expected to be recognized in future periods for performance obligations that are unsatisfied, or partially unsatisfied, as of September 30, 2026 were as follows (in thousands):

Costs to Obtain a Contract

Capitalized costs related to sales commissions were $1.9 million and $6.1 million for the three and nine months ended September 30, 2026, respectively, and $1.7 million and $5.5 million for the three and nine months ended September 30, 2025, respectively.

As of September 30, 2026 and December 31, 2025, capitalized sales commissions and referral fees of $4.4 million and $4.8 million, respectively, were included in Other current assets. Amortization expense related to capitalized sales commissions and referral fees included in sales and marketing expense in the condensed consolidated statements of operations was $2.4 million and $6.8 million for the three and nine months ended September 30, 2026, respectively, and $2.2 million and $6.9 million for the three and nine months ended September 30, 2025, respectively.

3. PROPERTY AND EQUIPMENT

Property and equipment, net consisted of the following (in thousands):

Depreciation and amortization expense, excluding amortization expense related to software development costs, was $4.6 million and $12.2 million for the three and nine months ended September 30, 2026, respectively, and $5.0 million and $18.3 million for the three and nine months ended September 30, 2025, respectively.

Amortization expense related to software development costs was $3.5 million and $10.5 million for the three and nine months ended September 30, 2026, respectively, and $4.2 million and $15.2 million for the three and nine months ended September 30, 2025, respectively.

Assets Held for Sale & Impairment Related to Legacy Fleet Retirement

During the three months ended June 30, 2026, we accelerated the retirement ofnine and 21 legacy owned Hawker 400XP light jets and King Air 350i turboprops, respectively, from revenue service. Management concluded that the decision to early retire and sell such aircraft met the required criteria to be classified as held for sale. When long-lived aircraft assets are identified as held for sale and the required criteria are met, we must reclassify such assets from Property and equipment to Aircraft held for sale on the condensed consolidated balance sheets. Upon reclassification, depreciation was discontinued on such Aircraft held for sale. As a result, we recorded the lower of carrying value or estimated fair value, less cost to sell, of the portion of those retired legacy aircraft that we still owned within Aircraft held for sale on the condensed consolidated balance sheet as of September 30, 2026. The fair values were determined using Level 3 fair value inputs primarily based on contractual sale prices for aircraft then subject to a binding sale agreement or historical sale prices for substantially similar aircraft that we have sold, as applicable. In connection with such initial reclassification, we also recognized a $12.7 million impairment charge related to such retired legacy aircraft during the three months ended June 30, 2026, which reflected the excess of the carrying amounts over the estimated fair values, less costs to sell. These impairment charges were recorded within Impairment on legacy fleet retirement in the condensed consolidated statement of operations for the nine months ended September 30, 2026.

4. DIVESTITURE

Divestiture of Non-Core Services Businesses

On August 20, 2025, WUP and Air Partner Limited, our indirect subsidiary (“Air Partner”), completed the sale of 100% of the issued and outstanding equity interests of each of Baines Simmons Limited, Kenyon International Emergency Services Limited, Kenyon International Emergency Services LLC and Redline Assured Security Limited, in each case a former indirect subsidiary of the Company (collectively, the “Non-Core Services Businesses”), pursuant to a definitive equity purchase agreement, dated August 14, 2025, with TrustFlight Limited. The Company received $21.5 million in net sales proceeds and recognized a gain of $1.8 million on the sale of the Non-Core Services Businesses during the three months ended September 30, 2025.

5. GOODWILL AND INTANGIBLE ASSETS

Goodwill

Historically, we identifiedtwo separate reporting units within our operating structure. Effective September 1, 2026, the executive officer primarily responsible for the Air Partner reporting unit ceased to hold that position in connection with their separation from the Company, which resulted in centralization of key operating decisions with respect to Air Partner, including, among others, resource allocation decisions. In connection with that change, management reassessed our organizational structure, governance, decision-making processes and internal reporting framework to determine whether the historical reporting unit structure remained appropriate. As a result of this review, management concluded that, effective September 1, 2026, we have a single reporting unit for purposes of applying Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other. We completed our annual goodwill impairment test as of September 1, 2026 on our sole reporting unit, which did not result in an impairment to Goodwill. We also performed a quantitative impairment assessment for both of the Company’s former reporting units immediately prior to the effectiveness of this change to having one reporting unit. For the former legacy Wheels Up reporting unit (“WUP Legacy”), we used the discounted cash flow method by calculating the fair value of WUP Legacy based on the present value of estimated future cash flows, which did not result in an impairment to Goodwill with respect to that former reporting unit. For the former Air Partner reporting unit, we used a combination of the discounted cash flow and guideline public company methods, which did not result in impairment to Goodwill with respect to that former reporting unit.

The following table presents Goodwill carrying values and the change in balance, for our sole reporting unit, during the nine months ended September 30, 2026 (in thousands):

(1) Net of accumulated impairment losses of $306.2 million.

Intangible Assets

The gross carrying value, accumulated amortization and net carrying value of Intangible assets consisted of the following (in thousands):

Amortization expense with respect to intangible assets was $5.0 million and $14.9 million for the three and nine months ended September 30, 2026, respectively, and $5.1 million and $15.3 million for the three and nine months ended September 30, 2025, respectively.

Intangible Liabilities

Associated with our acquisition of Delta Private Jets on January 17, 2020, we recognized intangible liabilities for the fair value of complimentary Wheels Up Connect Memberships provided to existing Delta Air Lines, Inc. (“Delta”) SkyMiles 360® customers as of the acquisition date, as required under the Commercial Cooperation Agreement, dated as of January 17, 2020, by and among WUP, Wheels Up Partners LLC (“WUP LLC”) and Delta (as amended, the “Original Delta CCA”), which was subsequently replaced by the Amended and Restated

Commercial Cooperation Agreement, dated as of June 15, 2024, by and among WUP, WUP LLC and Delta (the “Delta CCA”). The gross carrying value, accumulated amortization and net carrying value of Intangible liabilities consisted of the following as of the dates indicated in the tables below (in thousands):

The current and long-term portions of Intangible liabilities are presented within Other current liabilities and Other non-current liabilities, respectively, on the condensed consolidated balance sheets.

Amortization of Intangible liabilities, which reduces amortization expense, was $0.4 million and $1.1 million for each of the three and nine months ended September 30, 2026 and 2025, respectively.

Future amortization expense of Intangible assets and Intangible liabilities held as of September 30, 2026, were as follows (in thousands):

6. CASH EQUIVALENTS AND RESTRICTED CASH

A reconciliation of Cash and cash equivalents and Restricted cash from the condensed consolidated balance sheets to the condensed consolidated statements of cash flows is as follows (in thousands):

Cash and Cash Equivalents

Cash and cash equivalents consisted of the following (in thousands):

Restricted Cash

As of September 30, 2026 and December 31, 2025, Restricted cash primarily consisted of (i) $18.8 million as of each such date related to funds held but unavailable for immediate use due to contractual restrictions, (ii) $6.7 million as of each such date held by financial institutions to establish standby letters of credit required by the lessors of certain corporate office space that we leased as of such dates, and (iii) $5.0 million as of each such date held by financial institutions to collateralize our credit card programs. The standby letters of credit expire on May 31, 2031, December 31, 2033 and June 30, 2034.

7. LONG-TERM DEBT

The following table presents the components of Long-term debt, net as of the dates listed in the table below (in thousands, except interest rates):

(1) As of September 30, 2026, includes $14.2 million outstanding in connection with the Credit Support Premium (as defined below), which will become due and payable in-full upon the earlier of repayment and extinguishment of the Revolving Equipment Notes Facility (as defined below) and the termination of Delta’s obligation to provide credit support for the Revolving Equipment Notes Facility. The Credit Support Premium constitutes a Revolving Loan (as defined in the 2023 Credit Agreement (as defined below)) under the 2023 Credit Agreement; however, any such accrued amounts do not reduce Delta’s revolving commitments available to be borrowed by the Company from time to time under the 2023 Credit Agreement (as defined below).

Maturities of principal debt payments through December 31, 2029 for debt obligations outstanding as of September 30, 2026 were as follows (in thousands):

Revolving Equipment Notes Facility

WUP LLC is a party to the Revolving Equipment Notes Facility (as defined below) that utilizes an enhanced equipment trust certificate (EETC) loan structure and provides for the revolving issuance from time to time by WUP LLC of:

•Series A-1 equipment notes (collectively with the PDP Equipment Notes (as defined in Note 17), the “Series A Equipment Notes”) in an aggregate principal amount up to $332.0 million (the “Series A Equipment Notes Facility”), pursuant to a Note Purchase Agreement, dated as of November 13, 2024 (as amended from time to time, the “Series A NPA”), among WUP LLC, Wilmington Trust, National Association (“Wilmington Trust”), as subordination agent and trustee, and Wheels Up Class A-1 Loan Trust 2024-1, a Delaware statutory trust (“Class A-1 Trust”) (of which an initial $331.3 million aggregate principal amount of Series A Equipment Notes were issued by WUP LLC on November 13, 2024 for gross proceeds equal to approximately 98.75% of the principal amount of the initial Series A Equipment Notes); and

•Series B-1 equipment notes (collectively, the “Series B Equipment Notes” and, collectively with the Series A Equipment Notes, the “Revolving Equipment Notes”) in an aggregate principal amount up to $68.0 million (the “Series B Commitment Amount” and such facility, the “Series B Equipment Notes Facility” and, together with the Series A Equipment Notes Facility, the “Revolving Equipment Notes Facility”), pursuant to a Note Purchase Agreement, dated as of May 21, 2026 (as amended from time to time, the “Series B NPA” and, together with the Series A NPA, the “NPAs”), among WUP LLC, Wilmington Trust, as subordination agent and trustee, and Wheels Up Class B-1 Loan Trust 2024-1, a Delaware statutory trust (“Class B-1 Trust”) (of which all $68.0 million aggregate principal amount of Series B Equipment Notes were issued by WUP LLC on May 21, 2026 for gross proceeds equal to 100% of the principal amount of the initial Series B Equipment Notes).

Pursuant to the NPAs, any amounts of principal repaid by WUP LLC from November 13, 2024 through November 13, 2027, in the case of the Series A Equipment Notes, or from May 21, 2026 through 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. PDP Equipment Notes are not eligible to be reborrowed after they are redeemed, but any amounts redeemed in respect of PDP Equipment Notes during the Availability Period will become available to be drawn under the Series A Equipment Notes Facility in respect of aircraft.

The Series A Equipment Notes (except the PDP 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 financing 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. Each PDP Equipment Note must be redeemed in full upon the earlier of delivery or termination of the Phenom Purchase Agreement (as defined in Note 17) with respect to the applicable New Phenom (as defined in Note 17). There is no amortization of principal amount associated with the PDP Equipment Notes.

The Series B Equipment Notes are scheduled to mature on November 23, 2027 (the “Series B Maturity Date”). Interest on the Series B Commitment Amount accrues at 5.97% per annum from May 21, 2026 to the Series B Maturity Date, regardless of whether funds are drawn under a Series B Equipment Note. Interest on the Series B Commitment Amount is payable in cash quarterly on the same principal and interest payment schedule as the Series A Equipment Notes and on the Series B Maturity Date. There are no principal amortization payments or commitment fees associated with the Series B Equipment Notes and Series B Commitment Amount.

Revolving Equipment Notes are issued from time to time pursuant to a Trust Indenture and Mortgage, dated November 13, 2024 (as amended from time to time and collectively with all supplements thereto, the “Trust Indenture”), between WUP LLC and Wilmington Trust, as mortgagee. The NPAs, Trust Indenture and related guarantees contain certain covenants, including with respect to each series of Revolving Equipment Notes, a limitation on the maximum loan to value ratio of all aircraft financed under the Revolving Equipment Notes Facility and a requirement that WUP LLC maintain a liquidity reserve in the form of a cash amount and/or a letter of credit equal to six months of interest charges based on the aggregate principal amount of Revolving Equipment Notes outstanding on any regularly scheduled principal and interest payment date, and with respect to the Series A Equipment Notes, certain maximum concentration and weighted average age covenants, in each case subject to certain cure rights of the Company. The Trust Indenture contains customary events of default for facilities of its type, as well as an event of default that would be triggered upon the occurrence and continuation of an event of default by Delta under its current revolving credit agreement or any replacements thereof.

The Series A Equipment Notes (except the PDP Equipment Notes) and Series B Equipment Notes are secured by senior liens on certain 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”). The PDP Equipment Notes are secured by senior liens on the PDP Collateral (as defined in Note 17). WUP LLC may redeem any Revolving Equipment Note, including 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 for such early redemptions. The maturity of the Revolving Equipment Notes may be accelerated upon the occurrence of certain events of default, including the failure by WUP LLC (in some cases after notice or the expiration of a grace period, or both) to make payments thereunder when due, a failure to comply with certain covenants and certain bankruptcy events involving the Company, its guarantors or Delta. WUP LLC’s obligations under the Revolving Equipment Notes are guaranteed by the Company, WUP and Wheels Up Private Jets LLC, which has a U.S. Federal Aviation Administration (“FAA”) Part 135 operating certificate. In the future, WUP LLC must cause any of its subsidiaries and affiliates that hold an FAA Part 135 operating certificate to become a guarantor under the Revolving Equipment Notes Facility under certain circumstances.

During the three and nine months ended September 30, 2026, redemptions and issuances of Revolving Equipment Notes by WUP LLC were as follows:

(1) For the nine months ended September 30, 2026, excludes the initial issuance of $68.0 million aggregate principal amount of Series B Equipment Notes on May 21, 2026.

As of September 30, 2026, the carrying values of the 44 and 40 aircraft that were subject to liens under outstanding Series A Equipment Notes and Series B Equipment Notes, respectively, were $279.7 million and $247.9 million, respectively. Amortization expense for debt discounts and deferred financing costs of $0.2 million and $0.7 million associated with the Revolving Equipment Notes Facility were recorded in Interest expense in the condensed consolidated statement of operations for the three and nine months ended September 30, 2026, respectively, and $0.2 million and $1.1 million were recorded in Interest expense in the condensed consolidated statement of operations for the three and nine months ended September 30, 2025, respectively.

Credit Support for Revolving Equipment Notes Facility

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 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. Amounts outstanding in connection with the Credit Support Premium are consolidated with amounts outstanding under the 2023 Revolving Credit Facility in the long-term debt table above. The Company has agreed with Delta to limit the total obligations outstanding at any time under the Revolving Equipment Notes Facility to no more than $400.0 million.

2023 Term Loans, 2023 Revolving Credit Facility & 2026 Revolving Credit Facility

On September 20, 2023, the Company entered into a Credit Agreement (the “Original 2023 Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors (collectively with the Company, the “Loan Parties”), Delta, CK Wheels LLC (“CK Wheels”), and Cox Investment Holdings, LLC (“Cox” and, collectively with Delta and CK Wheels, the “Lead Lenders”), and U.S. Bank Trust Company, N.A. (“U.S. Bank”), as administrative agent and collateral agent, pursuant to which (i) the Lead Lenders provided a term loan (the “Initial 2023 Term Loan”) in the aggregate original principal amount of $350.0 million and (ii) Delta provided a commitment for a revolving credit facility (the “2023 Revolving Credit Facility”) in the aggregate original principal amount of $100.0 million. On September 20, 2023, the Lead Lenders made the Initial 2023 Term Loan of $350.0 million to the Company for net proceeds before transaction-related expenses of $343.0 million.

On November 15, 2023, the Company entered into Amendment No. 1 to Credit Agreement (the “First 2023 Credit Agreement Amendment” and, collectively with the Original Credit Agreement, as further amended by Amendment No. 2 to Credit Agreement, dated as of November 13, 2024, as further amended by Amendment No. 3 to Credit Agreement, dated as of April 30, 2025, as further amended by Amendment No. 4 to Credit Agreement, dated as of May 29, 2026, as further amended by Amendment No. 5 to Credit Agreement, dated as of July 31, 2026, and as further amended by the Sixth 2023 Credit Agreement Amendment (as defined in Note 17), the “2023 Credit Agreement”), by and among the Company, as borrower, the other Loan Parties party thereto, as guarantors, the Lead Lenders, and certain other lenders named therein (collectively, the “Incremental 2023 Term Lenders” and, collectively with the Lead Lenders, the “2023 Lenders”), and U.S. Bank, as administrative agent and collateral agent, pursuant to which, among other things, the Incremental 2023 Term Lenders joined the 2023 Credit Agreement and made an additional term loan (the “Incremental 2023 Term Loan” and, together with the Initial 2023 Term Loan, the “2023 Term Loans” and, together with the 2023 Revolving Credit Facility, the “2023 Credit Facility”) to the Company on November 15, 2023 in the aggregate original principal amount of $40.0 million for net proceeds before transaction-related expenses of $39.2 million. Upon the closing of the Incremental Term Loan and as of September 30, 2026, the loans under the 2023 Credit Agreement consisted of (i) the 2023 Term Loans in the aggregate principal amount of $390.0 million and (ii) the 2023 Revolving Credit Facility representing a commitment from Delta in the aggregate original principal amount of $100.0 million.

In addition, on November 4, 2026, the Company entered into the Sixth 2023 Credit Agreement Amendment, pursuant to which Delta provided a commitment for the 2026 Revolving Credit Facility (as defined in Note 17) in the aggregate original principal amount of $100.0 million. See Note 17 for additional information about the 2026 Revolving Credit Facility.

The scheduled maturity dates for the 2023 Credit Facility and 2026 Revolving Credit Facility are September 20, 2028 and December 1, 2027, respectively, in each case subject to earlier termination upon acceleration or termination of any obligations upon the occurrence and continuation of an event of default. The Company may borrow available amounts under the 2023 Revolving Credit Facility and 2026 Revolving Credit Facility at any time through September 20, 2028 and December 1, 2027, respectively, in each case 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 2023 Credit Agreement) will not exceed $100.0 million. The Company generally must promptly repay any borrowings under the 2023 Revolving Credit Facility and 2026 Revolving Credit Facility prior to maturity to the extent its Unrestricted Cash Amount (as defined in the 2023 Credit Agreement) exceeds $100.0 million at the end of any calendar week. In addition, the Company must use any net proceeds from certain new equity issuances to prepay any amounts then outstanding under the 2026 Revolving Credit Facility, subject to certain terms and conditions. Subject to limited exceptions, any amounts repaid by the Company under the Revolving Credit Facilities must be applied pro rata to outstanding amounts under the 2026 Revolving Credit Facility and 2023 Revolving Credit Facility.

During the three and nine months ended September 30, 2026, we incurred aggregate borrowings of $45.0 million and $145.0 million, respectively, aggregate principal amount (inclusive of amounts reborrowed during the applicable period following repayments of principal amount), and made aggregate repayments ofnil and $64.7 million, respectively, aggregate principal amount (excluding repayments of accrued interest and capitalized paid-in- kind interest that are reflected in Interest expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2026) 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 remained available to be drawn thereunder with respect to Delta’s $100.0 million commitment.

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. Interest on the 2026 Revolving Credit Facility accrues at a rate of 10% per annum on the unpaid principal balance of the 2026 Revolving Credit Facility then outstanding and the Company must pay a 2% per annum facility fee with respect to the full amount of the commitment under the 2026 Revolving Credit Facility. Accrued interest on each 2023 Loan and the 2026 Revolving Credit Facility, and the facility fee with respect to the 2026 Revolving Credit Facility, is payable-in-kind and compounded and capitalized to the principal amount of the 2023 Term Loans, 2023 Revolving Credit Facility or 2026 Revolving Credit Facility, as applicable, on the last day of each of March, June, September and December each year and the applicable maturity date. If in the future the Company or its subsidiaries either redeem in-full all outstanding Revolving Equipment Notes or commence payoff at maturity thereof, the Company may elect to make interest payments or some portion thereof on any 2023 Loans or the 2026 Revolving Credit Facility then outstanding in cash. Upon the occurrence and during the continuation of an Event of Default (as defined in the 2023 Credit Agreement), interest will continue to accrue on (i) the unpaid principal balance of the 2023 Loans and 2026 Revolving Credit Facility at the rate then applicable plus 2% per annum, and (ii) all other outstanding obligations, liabilities, interest, expenses, fees and other sums outstanding under the 2023 Credit Agreement, at a rate equal to the Alternate Base Rate (as defined in the 2023 Credit Agreement) plus 2% per annum.

The 2023 Credit Agreement also contains certain covenants and events of default, including a cross-default provision to any other Material Indebtedness (as defined in the 2023 Credit Agreement) of the Company, in each case customary for facilities of this type. The obligations under the 2023 Credit Agreement are secured by a first-priority lien on unencumbered assets of the Loan Parties (excluding any segregated account exclusively holding customer deposits and certain other assets, in each case as specified in the 2023 Credit Agreement and related collateral documents) and a subordinated lien on the Revolving Equipment Notes Collateral. The obligations under the 2023 Term Loans, 2023 Revolving Credit Facility and 2026 Revolving Credit Facility are subordinated in right of payment to the obligations under the 2026 Term Loan (as defined below). Our obligations under the 2023 Credit Agreement are guaranteed by all U.S. subsidiaries and certain non-U.S. direct and indirect subsidiaries of the Company and the equity interests of such subsidiaries have been pledged as collateral. In the future, the Company may be required to add any new or after-acquired subsidiaries of the Company that meet certain criteria as guarantors. As of September 30, 2026, the Company was in compliance with the covenants under the 2023 Credit Agreement and related credit documents.

In connection with the funding of the Initial 2023 Term Loan, the Company entered into the Investment and Investor Rights Agreement, dated as of September 20, 2023 (the “Original Investor Rights Agreement”), by and among the Company and the Lead Lenders, pursuant to which the Company issued to the Lead Lenders 7,065,683 shares of Common Stock in the aggregate (the “Initial Shares”) in a private placement (the “Initial Issuance”) on September 20, 2023. In addition, the Company agreed to issue an additional 26,496,261 shares of Common Stock in the aggregate (the “Deferred Shares” and, together with the Initial Shares, the “Investor Shares”) in a subsequent private placement (the “Deferred Issuance” and, together with the Initial Issuance, the “Investor Issuances”).

In connection with the transactions contemplated by the First 2023 Credit Agreement Amendment, the Company entered into Amendment No. 1 to Investment and Investor Rights Agreement, dated as of November 15, 2023 (the “First Investor Rights Agreement Amendment” and, collectively with the Original Investor Rights Agreement, Amendment No. 2 to Investment and Investor Rights Agreement, dated September 22, 2024, Amendment No. 3 to Investment and Investor Rights Agreement, dated September 21, 2025, Amendment No. 4 to Investment and Investor Rights Agreement, dated May 23, 2026, and the Investor Rights Agreements Joinders (as defined below), the “Investor Rights Agreement”), with each Lead Lender, which contained, among others, certain revisions to reflect the issuance of the Deferred Shares. Substantially concurrently with entering into the First Investor Rights Agreement Amendment on November 15, 2023, the Company and Lead Lenders entered into joinders to the Investor Rights Agreement (collectively, the “Investor Rights Agreement Joinders”) with each

Incremental 2023 Term Lender (or its applicable affiliate), pursuant to which each Incremental 2023 Term Lender (or its applicable affiliate) joined the Investor Rights Agreement and assumed the rights and obligations of an Additional Investor (as defined in the Investor Rights Agreement) thereunder, including the right to receive a pro rata portion of the Investor Shares. The Company issued the Deferred Shares to the 2023 Lenders on November 15, 2023 in a private placement. Following the Deferred Issuance, each 2023 Lender had been issued a number of shares of Common Stock equal to its pro rata portion of the Investor Shares based on its participation in the 2023 Term Loans.

In accordance with ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging, the Company determined that the 2023 Term Loans, Initial Issuance and Deferred Issuance did not contain any features that would qualify as a derivative or embedded derivative and require bifurcation. In addition, the Company determined the Initial Issuance and Deferred Issuance should be classified as equity. In accordance with ASC 470, Debt, the allocation on a relative fair value basis resulted in gross amounts recorded of $44.9 million for the Initial 2023 Term Loan, $64.2 million for the Initial Issuance and $240.9 million for the Deferred Issuance, in each case during the year ended December 31, 2023.

In accordance with ASC 815, Derivatives and Hedging, the Company determined the reallocation of the Deferred Issuance between the 2023 Lenders in connection with the First 2023 Credit Agreement Amendment and Investor Rights Agreement Joinders and the related issuance of a pro rata portion of the Investor Shares to the Incremental 2023 Term Lenders on November 15, 2023 represented a modification of a freestanding equity-classified written call option and the modification was to be recognized as if cash had been paid as consideration for the shares of Common Stock issued to the Incremental 2023 Term Lenders (collectively, the “Reallocated Shares”). Accordingly, the Reallocated Shares were treated as a debt discount in accordance with the guidance in ASC 835, Interest, and the value of the Incremental 2023 Term Loan and the Reallocated Shares was apportioned using a relative fair value allocation that resulted in gross amounts recorded during the three months ended December 31, 2023 of $9.4 million for the Incremental 2023 Term Loan and $30.6 million for the Reallocated Shares.

Aggregate issuance costs of $29.5 million were incurred in connection with the Original 2023 Credit Agreement, First 2023 Credit Agreement Amendment, Original Investor Rights Agreement and First Investor Rights Agreement Amendment. The deferred issuance costs were allocated on a relative fair value basis, resulting in an allocation of $4.1 million in the aggregate for the 2023 Term Loans and $25.4 million in the aggregate for the Investor Issuances. The initial carrying value of the 2023 Term Loans was $41.4 million as of September 20, 2023, which reflected $3.4 million of unamortized debt issuance costs and $305.2 million of unamortized debt discount. The initial carrying value of the Incremental 2023 Term Loan was $8.7 million as of November 15, 2023, which reflected $0.7 million of unamortized debt issuance costs and $30.6 million of unamortized debt discount.

Amortization of debt discounts and deferred issuance costs associated with the 2023 Term Loans of $14.8 million and $35.3 million were recorded in Interest expense in the condensed consolidated statement of operations for the three and nine months ended September 30, 2026, respectively, and $4.8 million and $9.6 million were recorded in Interest expense in the condensed consolidated statement of operations for the three and nine months ended September 30, 2025, respectively.

On May 29, 2026, the Company entered into a Credit Agreement (the “2026 Credit Agreement”), by and among the Company, as borrower, certain Loan Parties, each of the Lead Lenders, and U.S. Bank, as administrative agent, pursuant to which the Lead Lenders provided an unsecured term loan to the Company in the aggregate original principal amount of $100.0 million (the “2026 Term Loan”), the net proceeds of which were received by the Company on May 29, 2026.

Pursuant to the 2026 Credit Agreement, the Company, with the consent of the Required Lenders (as defined in the 2026 Credit Agreement), may request additional term loan commitments in an aggregate original principal amount up to an additional $100.0 million (each, an “Incremental 2026 Term Loan”), subject to lender participation and certain other requirements set forth in the 2026 Credit Agreement. To the extent any Incremental 2026 Term

Loan is not advanced by the Lead Lenders and is instead advanced by any additional lender with the consent of each Lead Lender, any such additional lender would join the 2026 Credit Agreement and become a “Lender” thereunder.

The scheduled maturity date for the 2026 Term Loan is the earliest to occur of (i)91 days prior to the “Scheduled Maturity Date” under the 2023 Credit Agreement, which is currently scheduled to mature on September 20, 2028, (ii) May 29, 2029 and (iii) the acceleration or termination of any obligations upon the occurrence and continuation of an Event of Default (as defined in the 2026 Credit Agreement) (as applicable, the “2026 Term Loan Maturity Date”). Interest on the 2026 Term Loan accrues at a rate of 12% per annum on the unpaid principal balance then outstanding. Accrued interest on the 2026 Term Loan is payable-in-kind and compounded and capitalized to the principal amount of the 2026 Term Loan on the last day of each of March, June, September and December each year and the 2026 Term Loan Maturity Date; however, the Company may, at its option, elect to make interest payments in cash at any interest payment date. Upon the occurrence and during the continuation of an Event of Default (as defined in the 2026 Credit Agreement), (A) accrued interest as of the date of any such repayment or prepayment that has not yet been capitalized to the principal amount repaid or prepaid must be paid in cash, and (B) interest will continue to accrue on (y) the unpaid principal balance of the 2026 Term Loan at the rate then applicable to such 2026 Term Loan plus 2% per annum, and (z) all other outstanding obligations, liabilities, interest, expenses, fees and other sums outstanding under the 2026 Credit Agreement, at a rate equal to the Alternate Base Rate (as defined in the 2026 Credit Agreement) plus 2% per annum.

The covenants and events of default in the 2026 Credit Agreement are substantially similar to those in the 2023 Credit Agreement, and in each case customary for a facility of this type. The obligations under the 2026 Credit Agreement are senior in right of payment to the obligations under the 2023 Credit Agreement. The 2026 Term Loan Maturity Date is expected to occur before the maturity date under the 2023 Credit Agreement and its repayment prior to amounts due and owing under the 2023 Credit Agreement is permitted under the 2023 Credit Agreement. The 2026 Term Loan is unsecured, but has been initially guaranteed by all U.S. subsidiaries and certain non-U.S. direct and indirect subsidiaries of the Company. In the future, the Company may be required to add any new or after-acquired subsidiaries of the Company that meet certain criteria as guarantors. As of September 30, 2026, the Company was in compliance with the covenants under the 2026 Credit Agreement and related credit documents.

Amortization of debt discounts and deferred issuance costs associated with the 2026 Term Loan of $1.0 million and $0.6 million were recorded in Interest expense in the condensed consolidated statement of operations for the three and nine months ended September 30, 2026, respectively.

8. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, an exit price, in an orderly transaction between unaffiliated willing market participants on the measurement date under current market conditions. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available and activity in the markets used to measure fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Financial instruments that are measured at fair value on a recurring and non-recurring basis and their corresponding placement in the fair value hierarchy consisted of the following (in thousands):

(1)Financial instrument measured on a recurring basis.

(2)Financial instrument measured on a non-recurring basis.

The carrying amount of Money market funds approximates fair value and is classified within Level 1, because we determined the fair value through quoted market prices.

The Warrants (as defined below) were accounted for as a liability in accordance with ASC 815-40. The Warrant liability was measured at fair value upon assumption and on a recurring basis, with changes in fair value presented in the condensed consolidated statements of operations. As of December 31, 2025, we used Level 2 inputs for the Warrants. See Note 11 for additional information about the Warrants.

The estimated fair values of the Series A Equipment Notes and Series B Equipment Notes are categorized as Level 3 valuations. We considered the appraised value of aircraft subject to senior liens under the Revolving Equipment Notes Facility, as sourced during the second quarter of 2026 and as required under the Revolving

Equipment Notes Facility, to determine the fair value of the Series A Equipment Notes and Series B Equipment Notes as of September 30, 2026.

The estimated fair value of the 2023 Term Loans is categorized as a Level 3 valuation. The estimated fair value as of September 30, 2026 was estimated using a discounted cash flows analysis, based on our current estimated incremental borrowing rate for a similar type of borrowing arrangement and taking into account amounts outstanding as of September 30, 2026 in connection with the Credit Support Premium.

The estimated fair value of the 2026 Term Loan is categorized as a Level 3 valuation. The estimated fair value as of September 30, 2026 was estimated using a discounted cash flows analysis, based on our current estimated incremental borrowing rate for a similar type of borrowing arrangement.

9. LEASES

Leases primarily pertain to certain controlled aircraft, office spaces and operational facilities, which are all accounted for as operating leases. Certain of these operating leases have renewal options to further extend for additional time periods at our discretion.

We have certain variable lease agreements with certain aircraft lessors that contain payment terms based on an hourly lease rate multiplied by the number of flight hours for the applicable aircraft during a given period. Variable lease payments are not included in the right-of-use asset and lease liability balances but rather are expensed as incurred.

The components of net lease cost were as follows (in thousands):

Lease costs related to leased aircraft and operational facilities are included in Cost of revenue in the condensed consolidated statements of operations. Lease costs related to leased aircraft were $5.7 million and $21.7 million during the three and nine months ended September 30, 2026, respectively, and $3.6 million and $12.8 million for the three and nine months ended September 30, 2025, respectively.

Lease costs related to our leased corporate headquarters and other office space, including expenses for non-lease components, are allocated within the condensed consolidated statements of operations based on employee headcount. Sublease income is presented in General and administrative expenses in the condensed consolidated statements of operations, and was not material for each of the three and nine months ended September 30, 2026 and 2025.

As part of our continuing cost reduction initiatives, in the first quarter of 2025, we leased alternative corporate office space in New York City and vacated a larger leased corporate office space in New York City. Vacating the former office space was identified as a triggering event for impairment testing for the impacted asset group, including the right-of-use asset and associated leasehold improvements and furniture. We estimated the fair value of the asset group using a discounted cash flow approach, which considered estimated future cash flows associated with the asset group. We recorded a one-time non-cash impairment charge of $20.2 million during the nine months ended September 30, 2025 representing the full carrying value of the right-of-use asset for the vacated space. The impairment charge is presented in General and administrative expense in the condensed consolidated statements of operations for the nine months ended September 30, 2025.

Supplemental cash flow information related to operating leases were as follows (in thousands):

Supplemental balance sheet information related to leases were as follows:

As of September 30, 2026, maturities of lease liabilities were as follows (in thousands):