Wheels Up Experience Inc

Wheels Up is a leading provider of on-demand private aviation in the U.S. and one of the largest companies in the industry. Wheels Up offers a complete global private aviation solution with a large and diverse aircraft fleet, backed by an uncompromising commitment to safety and service. Our offering is delivered through a mix ofour member programs and charter solutions that strategically utilize our owned and leased aircraft fleet and an “asset-light” charter model to deliver a greater range of global travel alternatives. In addition, our first-of-its-kind partnership with Delta Air Lines, Inc. (“Delta”) provides our members and customers with a seamless offering across both private and premium commercial travel.

Our Offerings and Services

We offer numerous services to our members, customers and industry partners, and generate the majority of our revenue from flights through our member programs and charter solutions. Flight revenue includes revenue earned from member and customer flights, whether as part of Wheels Up Membership or Wheels Up Charter, and from the use of pre-purchased dollar-denominated credits that can be applied to future costs, including flight services, annual membership fees and other incidental costs such as catering and ground transportation (“Prepaid Blocks”). Membership revenue includes fees paid for Wheels Up’s annual membership, which provides members with access to one of the world’s largest combined fleets of owned, leased and third-party aircraft.

Over time, our member programs and global charter offerings have evolved to meet the varying needs of private fliers across the markets we serve. In June 2024, we announced our newly aligned offerings – Wheels Up Membership and Wheels Up Charter – which we believe simplify the private aviation experience for our members and customers, provides attractive benefits for the full spectrum of private fliers, and grants private fliers the freedom to tailor each trip to their specific needs. We expect our service offerings will continue to evolve as we implement our fleet modernization strategy and fully integrate new aircraft types into our operations.

Join Up: Wheels Up Membership

Private fliers with predictable annual spend can utilize Wheels Up Membership, where a small annual fee and purchase of Prepaid Blocks unlock increased flexibility and expanded global access and for certain fliers, guaranteed availability and recovery within the continental U.S., U.K. and Europe, subject to certain terms and conditions. Wheels Up Membership also provides access to an enhanced lifestyle program of events, experiences and member benefits. Wheels Up members have the opportunity to earn Delta Diamond Medallion® status based on their qualifying Wheels Up spend and use Prepaid Blocks to purchase discounted Delta flights and receive other benefits with Delta, in each case subject to certain terms and conditions. All membership options provide access through the Wheels Up mobile app and website to charter flights and dynamic pricing.

Wheels Up Membership provides varying benefits and services that we believe suit a range of existing and potential individual and business private fliers. Wheels Up Membership offers a simplified on-ramp to private flying with less complexity and lower up-front cost compared to traditional competitive private aviation programs. Wheels Up Membership is comprised of two primary membership categories — Individual and UP for Business:

•Our Individual membership, when paired with the purchase of a Prepaid Block, affords members with preferential benefits, such as capped hourly rate pricing in high density travel regions in the U.S. along the east coast, west coast and travel in between (our “Primary Service Area”), greater aircraft availability, including during peak demand days, access across cabin classes and, depending on the size of the Prepaid Block, guaranteed availability and recovery within the continental U.S., U.K. and Europe, subject to certain terms and conditions. The flexibility of our Individual membership is designed for individual fliers, as well as business fliers that opt to purchase Prepaid Blocks at more modest levels.

•Our UP for Business membership consists of small and medium enterprise, and custom enterprise solutions for business fliers that tend to spend at higher levels than individual members. Whether Wheels Up is the primary provider of the member’s private flights or a supplementary solution to the member’s own aircraft operations, our UP for Business membership provides business fliers with tailored options to fit their needs. The flexibility of our offering also provides our UP for Business members with the ability to book, purchase and manage their private travel needs and book commercial travel through Delta, all from a single source. UP for Business members that purchase Prepaid Blocks receive enhanced benefits, including, among others, guaranteed aircraft availability and capped or fixed hourly rate pricing, subject to certain terms and conditions.

Our member programs are designed to enhance travel benefits for our members in our Primary Service Area and utilize our charter solutions to service demand in all regions in North America and globally. The breadth of our complementary charter solutions enables us to offer flexible global solutions to our members. In June 2024, we enhanced our Wheels Up Membership offering by providing expanded global aircraft access and guaranteed availability and recovery outside of our Primary Service Area in the continental U.S., U.K. and Europe, subject to certain terms and conditions, for members that purchase higher levels of Prepaid Blocks. While capped hourly rate pricing continues to apply only in our Primary Service Area, we believe that the expansion of guaranteed availability and recovery, as well as generally shorter aircraft call out times, position us well to deliver enhanced value, flexibility and accessibility to members with an array of flight missions. We anticipate that these additional member benefits will be an important driver of future revenue growth.

In general, members pay for their flights based on either a capped or fixed rate associated with a Prepaid Block or dynamic pricing depending on the specific mission. Capped and fixed rates are based on cabin class and rules associated with the applicable Prepaid Block. The cost of a flight is based on the quoted amount at time of booking. For trips that are charged based on a capped or fixed rate, the cost of the trip is calculated by multiplying the applicable capped or fixed rate by the estimated flight and taxi time with minimum flight hours for each cabin class and adding applicable fuel costs, fees and taxes.

Fly Up: Wheels Up Charter

For travelers who are looking to pay as they go, Wheels Up Charter allows members and non-member customers to book charter trips with no upfront costs for everything from a family vacation to a multi-stop, international business itinerary. Wheels Up Charter is a global solution that leverages the capabilities of our domestic charter teams and the global capabilities of our subsidiary Air Partner Limited (“Air Partner”), which allows us to offer options to suit virtually every charter need through our international network of trusted partners. Our charter offerings customize the member and customer experience for short- or long-haul flights with bespoke private jet arrangements or group charters, including for commercial-size charters with large passenger groups of 15 or more, sports teams, global corporate events and tour operations. Wheels Up Charter complements Wheels Up Membership and provides a leading solution for members and non-member customers wishing to fly globally through attractive market-based pricing and personalized alternatives.

In June 2024, we announced enhancements to Wheels Up Charter intended to incentivize and reward frequent charter bookings. Wheels Up Charter customers earn rewards for each flight equal to a 2% flight credit for every $50,000 spent on charter flights and Delta Diamond Medallion® status after achieving qualifying flight spend, subject to certain terms and conditions. In addition, we have transitioned our Connect and Core “pay-as-you-fly” memberships to our charter business. We expect that this transition will result in cost savings to these customers that did not previously enjoy the capped or fixed hourly rate pricing. We believe that Wheels Up Charter provides users of our platforms with a greater range of flight alternatives and is an important part of our value proposition and position in the private aviation industry.

In general, charter customers pay for their flights based on dynamic pricing depending on the specific mission. Our ability to source a wide variety of aircraft from a geographically diverse set of operators, as well as Wheels Up operated aircraft to the extent there is excess capacity, allows us to present an array of travel options to our charter customers. The cost of a charter flight is based on the quoted amount at time of booking and includes applicable fuel costs, fees and taxes.

Other Activities & Services

In addition to our Wheels Up Membership and Wheels Up Charter offerings, we provide wholesale charter services to customers such as charter flight brokers and third-party operators. Our wholesale customers typically pay us an agreed fixed rate for a flight that we operate on their behalf, which varies based on factors such as the aircraft type and date of the flight, and in turn sell the flight to their own retail customers.

We also generate Other revenue from group charter flights, cargo flights, maintenance, repair and operations services (“MRO”), fixed-base operator (“FBO”) services, safety and security services, and special missions, including government, defense, emergency and medical transport.

We believe that these primarily non-member facing activities and services complement our core private aviation business and provide additional sources of revenue.

Service Delivery

Controlled Fleet

We fulfill both Wheels Up Membership and Wheels Up Charter flights using our owned and leased fleet of aircraft, depending on the specific mission of the member or customer. We believe that use of our controlled aircraft fleet to fulfill Wheels Up Membership flights allows us to better control our operations and cost structure, while maintaining high levels of service. In addition, we use our controlled fleet to opportunistically fulfill Wheels Up Charter demand, which we believe enhances the value proposition for our dynamically priced flights, and will drive increased efficiency in our operations aircraft utility and incremental revenue generation opportunities during periods of higher aircraft availability. We believe that tailoring the composition and size of our controlled aircraft fleet to meet the varying demands of private fliers will continue to be an important part of our service delivery and long-term strategy. See “Aircraft Assets” included in Part I, Item 2 “Properties” in this Annual Report for more information about our controlled aircraft fleet and our current fleet modernization strategy.

Relationships with Third-Party Operators

We complement flight activity fulfilled on our controlled aircraft fleet with flights fulfilled by independent third-party operators. Our relationships with third-party operators provide access to a wide variety of aircraft to meet the specific mission of the member or customer, supply additional aircraft to more efficiently service flight requests in diverse geographies and during peak demand periods and widen the aperture of dynamically priced flights we offer our members and customers. The availability of third-party aircraft also enables more cost-efficient member flying outside of our Primary Service Area and guaranteed availability and recovery within the continental U.S., U.K. and Europe for certain member fliers that purchase Prepaid Blocks. Our dedicated team of charter brokers and other aviation professionals both in the U.S. and globally, including our Air Partner team, leverage our relationships with third-party operators to facilitate global passenger, cargo, emergency and government services on behalf of our customers. We have devoted, and expect to continue to devote, significant resources to growing our relationships with third-party operators as we expand our charter offerings alongside our member programs.

Member Experience

Sales and Account Management

We have developed a sales organization to capitalize on the various lead generation efforts and customer acquisition channels of our business, including through our partnership with Delta. Our sales organization consists of experienced inside sales, field sales, strategic enterprise sales, corporate sales and charter sales professionals who sell and market both Wheels Up Membership and Wheels Up Charter offerings. Through our first-of-its kind industry partnership with Delta, we also cross-collaborate on targeted sales efforts intended to showcase the breadth of our private aviation solutions and Delta’s premium travel offerings.

Charter sales are generally handled by our global team of charter brokers or direct inquiries to our charter quotation team. We also have a Wheels Up account management team that is in regular contact with our members and educates them on the benefits of Wheels Up Membership. Account managers serve as dedicated private aviation consultants for members with respect to evaluating options for specific flights and their overall Wheels Up relationship. Our account management team plays a critical role in driving membership renewals and the purchase of Prepaid Blocks. This team also assists members in activating Delta and other partner benefits.

Member Relationships

We are dedicated to delivering a superior flight experience worth repeating to our members and customers. Retention of our existing members is essential to the growth of our business. We drive retention by taking a holistic view of the member journey, from onboarding to the member’s booking and flight experience and extending to every moment of member engagement thereafter. We believe each of these touchpoints is an essential element of the overall member experience. Our member experience team monitors member engagement and is tasked with driving an exceptional experience. We believe the feedback loop facilitated among our members and customers, member experience team and account managers is important to consistent improvement in our service delivery and value proposition to current and prospective members and customers.

Competition & Strategic Outlook

The private aviation industry is highly competitive and fragmented, with operators providing an array of service options primarily in the forms of whole aircraft ownership, fractional aircraft ownership, aircraft management, lease-based models, jet cards, membership programs, charter solutions and wholesale operations. Many private jet operators only provide one service option; however, larger operators are increasingly adding service options to serve the diverse needs of their customers and better utilize their aircraft assets. These different service models result in drastically different business and operating models, as well as significantly different levels of up-front and ongoing financial commitment required by the customer. We compete with providers across all of the incumbent categories. This means we also experience the same cycles in these industries as our competitors, which is generally marked by periods of rapid expansion that result in short-term supply constraints, followed by periods of more moderate growth that provide opportunities for consolidation. We expect that competition in the private aviation industry will remain strong.

We believe that our diversified offering of both membership-based programs and global charter solutions produces significant advantages over our competitors and can be scaled to meet the varying needs of a wider array of private fliers across our global platform. We look to take advantage of our market opportunities by elevating the following priorities:

Creating Exceptional Customer Experiences

Our goal is to create an exceptional member and customer experience worth repeating. We have built an industry-leading brand that creates broad consumer awareness, offerings designed to attract new and retain existing members and customers, and a first-of-its-kind partnership with Delta that provides our members and customers with unmatched premium commercial travel benefits. We believe that our Wheels Up Membership and Wheels Up Charter offerings uniquely position us to provide these experiences to members and customers of varying types. We also offer Wheels Up members with a lifestyle program that enhances the member experience beyond our core aviation offerings, which includes celebrations around popular sports and cultural events, partnerships with certain of the world’s top lifestyle brands and other benefits, such as third-party luxury concierge, vacation and travel experience providers. We expect to continue to build and tailor our platform to meet the varying needs of private fliers.

Leveraging the Scale of Our Network

Wheels Up Membership and Wheels Up Charter are designed to address the needs of a wide range of individual, business and other private fliers. We utilize our controlled aircraft fleet to support both Wheels Up Membership and Wheels Up Charter flights depending on the member’s or customer’s specific mission. We also have access to a large global network of safety-vetted charter operators. Together, our controlled aircraft fleet and global network of third-party operators position us to provide our members and customers with the right aircraft for their mission, and give them the opportunity to select a mode of travel that works best for their specific needs.

We have made, and expect to continue to make, significant investments in our brand, aircraft fleet, service offerings, sales network and technology, including through strategic acquisitions, and have advanced our development of a comprehensive platform that we believe would take years and significant investment of capital to replicate in its scale and breadth of offering. We believe that leveraging the scale of our operations and breadth of our global charter relationships are important drivers of our long-term member and customer value proposition, as well as financial performance.

We also believe that the varying needs of individual, business and other travelers presents an opportunity to drive long-term growth and profitability outcomes. Historically, individual members travel at the highest rates during peak periods, such as weekends, holidays and warmer months, while business members travel more evenly over weekdays and outside of peak holiday periods. This balance among natural demand patterns in our member base presents a significant opportunity to leverage the scale of our operations and network to drive aircraft utility, while delivering a range of mission-specific solutions to our diverse member and customer base. Over the last several years, we have made operational and maintenance-related improvements intended to drive aircraft availability and reliability, while supporting higher volumes of flight activity. We believe that the opportunity to scale our business while maintaining balanced growth among individual and business members will contribute meaningfully to our overall growth and ability to reach and sustain profitability in the future.

Enhancing Our Strategic Relationship with Delta

Our first-of-its-kind partnership with Delta allows us to address the needs of our members and charter customers across both private and premium commercial travel. Wheels Up members and charter customers have the unique opportunity to earn Delta Diamond Medallion® status and receive other benefits with Delta, in each case subject to certain terms and conditions. In addition, through our long-term Commercial Cooperation Agreement with Delta (as amended and restated, the “CCA”), we have partnered with Delta’s sales teams to target individual, business and other potential customers through targeted sales efforts and co-branded experiences. We believe that our ability to work alongside Delta to enhance our sales and marketing efforts, operations and corporate management will ultimately improve our value proposition and the services that we offer our members and customers. We also anticipate that our partnership with Delta will allow us to further evolve our service offerings and business in the future at a rate that meets or exceeds that of the rest of the industry, which we believe will provide additional growth and profitability opportunities as we continue to mature. We continue to collaborate with Delta on additional commercial and strategic partnerships to provide our members and customers with premium travel experiences worth repeating.

Evolving Our Strategic Development and Integration Initiatives

We have completed multiple strategic transactions to accelerate our growth and the breadth of our private aviation offerings. As we focus on delivering exceptional customer experiences worth repeating and achieving more profitable operations, our execution plan includes the following priorities:

•Our Fleet Modernization Strategy — We have tailored, and continue to tailor, our fleet of controlled aircraft across all cabin class categories to meet the needs of our members and customers. In October 2024, we announced our current fleet modernization strategy, which we expect will result in the transition from the operation of four current private jet models - Cessna Citation CJ3, X, and Excel/XLS and Hawker 400XP aircraft - to two different private jet models - Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft - while we continue to operate our Beechcraft King Air 350i turboprop aircraft. We believe that our current fleet modernization strategy, latest member program changes and the growth of our charter offerings position us well to deliver a greater range of global travel alternatives and leverage our network for future growth.

•Driving Demand to Our Platform — We believe that we have created a hard-to-replicate service offering that meets the diverse flying needs of individual, business and other customers. We believe that our sales channels and marketing efforts are crucial to identifying and converting potential members and customers. In addition, our strategic relationship with Delta provides exposure to high-value Delta individual and corporate customers. We view our ability to drive member and customer demand through new member acquisitions, retention of existing members and customers, and increasing customer interest and utilization of our platform, as well through the success of our operations, as important drivers of our long-term success.

•Realizing the Benefits of Strategic Transactions — Over the past several years, we made substantial progress to further integrate past acquisitions, realize cost savings and rationalize our asset portfolio. In the third quarter of 2023, we sold our aircraft management business to an unaffiliated third-party in order to focus on our core flight services business, which removed complexity in our business related to the consolidation of our U.S. Federal Aviation Administration (“FAA”) operating certificates as part of our integration and efficiency efforts. In the fourth quarter of 2024, we acquired 17 Embraer Phenom 300 series aircraft, as well as related maintenance assets and an existing customer program, from GrandView Aviation LLC, and immediately introduced the Phenom fleet into our operations in furtherance of our fleet modernization strategy. We are continuing to expand the delivery of our charter solutions globally through Air Partner, whose deep experience with global charter brokerage gives us the opportunity to extend additional benefits to our members and customers. We also implemented, and continue to pursue, additional measures to fully integrate past acquisitions and realize cost savings in areas that do not directly impact the member and customer experience. We expect that our continued efforts to integrate and optimize past acquisitions, as well as acquire new members and customers, are important to pursuing more profitable long-term growth.

Effective Deployment of Leading Technology

We believe that technology and data science will continue to play a key role in our operations and strategic decision making in the future. We have invested significantly in extending our technology and data intelligence platforms to support a growing global aviation solutions business offered through industry-leading mobile and web experiences. We continue to accelerate our use of automation to remove manual processes and improve real-time decision making across our commercial operations. Our technology and automation investments have also begun to enable more streamlined processes with certain aspects of Delta’s business in furtherance of our commercial partnership and objectives.

Our global aviation solutions platform comprises three main elements: intuitive digital front-end interfaces; a middle tier supported by data-driven optimization and pricing algorithms; and a back-end featuring a comprehensive flight operations platform, with connectivity to a network of third-party operators, supported by our cloud-based flight management system, UP FMS. Our provision of the UP FMS system facilitates fleet optimization for our controlled fleet of aircraft and provides a pathway for third-party operators to access Wheels Up flight demand. We are also actively working to enhance UP FMS and the Wheels Up mobile app and website to attract more members, customers and operators, which we anticipate will drive additional benefits through fleet optimization and greater availability of “asset-right” aircraft availability.

Operations

Air Carrier Operations & Certificate Consolidation

Wheels Up currently provides its passenger air carrier services through two FAA Part 135 (as defined below) operating certificates across our consolidated subsidiaries:

•Wheels Up Private Jets LLC (“WUPJ”) is an FAA Part 135 operator and additionally holds a FAA Part 145 repair station certificate. WUPJ provides private aircraft charter services, and FBO and MRO services. It operates tech service centers strategically located across the country, which provide comprehensive MRO facilities and services for aircraft operated by WUPJ and WUP LLC (as defined below).

•Wheels Up Partners LLC (“WUP LLC”) is an FAA Part 135 operator providing private aviation charter services and the registered owner of all of our owned aircraft fleet, including Wheels Up branded aircraft.

Since 2022, we have taken substantial operational and regulatory-driven actions to simplify our flight operations by harmonizing our procedures across the entire company, which includes a reduction in the number of FAA operating certificates under which we operate from five at the beginning of 2023 to two at the end of 2024. Steps we have taken to execute our FAA operating certificate consolidation plan include:

•In February 2023, we consolidated our Cessna Citation CJ3 aircraft to one FAA operating certificate;

•In September 2023, we sold our non-core aircraft management business, which included the disposition of the two related FAA operating certificates;

•In November 2023, the FAA approved the movement of our Cessna Citation Excel/XLS fleet to WUPJ, which already included our Hawker 400XP fleet, and we completed the fleet transition in March 2024;

•In March 2024, the FAA issued operational authority that allowed us to transition our Beechcraft King Air 350i, Cessna Citation CJ3 and Cessna Citation X aircraft fleets to a single FAA operating certificate held by WUPJ;

•In June 2024, we completed the transition of our Beechcraft King Air 350i fleet to WUPJ;

•In July 2024, we satisfied FAA gatekeeping milestones allowing for the transition of our owned and leased Cessna Citation X fleet to WUPJ and transitioned all of our Cessna Citation X aircraft to WUPJ;

•In October 2024, the FAA approved our revised certificate consolidation plans addressing the streamlined addition of the Embraer Phenom 300 and Phenom 300E, and Bombardier Challenger 300 and Challenger 350 aircraft types to the WUPJ FAA operating certificate;

•In December 2024, we consolidated the FAA operating certificate held by our former subsidiary, Mountain Aviation, LLC (“Mountain Aviation”), with that of WUP LLC through the merger of Mountain Aviation and WUP LLC; and

•In January 2025, the FAA approved the addition of the Embraer Phenom 300 and Phenom 300E aircraft types to the WUPJ FAA operating certificate, and we immediately began transferring our controlled aircraft to WUPJ.

We expect our FAA operating certificate consolidation and related operational efficiency efforts, including the anticipated addition of the Bombardier Challenger 300 and Challenger 350 aircraft types to the WUPJ FAA operating certificate in March 2025, will continue to contribute meaningfully to our service delivery, fleet modernization plan and financial results in future periods. See “Principal Domestic Regulatory Authorities” below for additional information on our FAA Part 135 and FAA Part 145 certificate operations.

Controlled Fleet Flight Operations

Our operations team is integral to our ability to provide flight and non-flight services to our members and customers. Our operations team operates nationwide and includes team members that facilitate booking, flight scheduling, destination transportation and other member services. Our operations team members are either located on-site at certain airport locations or at our state-of-the-art Member Operations Center located in the Atlanta, Georgia area (the “Atlanta Member Operations Center”), which opened in May 2023. Since the opening of the Atlanta Member Operations Center, we have already experienced, and expect to continue to see, additional improvements in our service delivery and operations. We believe that our experienced operations team is vital to providing smooth experiences for our members and customers, and to ensuring safe operation of our flights.

Charter Operations

Wheels Up Charter is supported by a dedicated team of charter brokers and other aviation professionals both in the U.S. and globally. In addition, we leverage our Air Partner team’s expertise in global charter solutions to provide customers and businesses with global passenger, cargo, emergency and government services. We believe that our ability to provide global charter solutions to our members and customers is a unique advantage and important part of our value proposition. We have devoted, and expect to continue to devote, significant resources to growing our global charter offerings alongside our member programs.

Seasonality

The private aviation industry is subject to seasonal fluctuations and changes in economic conditions. Our operations, including Flight revenue, are typically favorably affected by increased utilization of our aircraft in the summer months and close in time to major U.S. holidays. In addition, we have historically experienced the highest volume of Prepaid Block purchases in the fourth quarter of each calendar year.

Fuel

Our operations are impacted by changes in the price and availability of aircraft fuel. We have pricing agreements with various fuel providers located across the U.S., primarily at FBOs or with local airport authorities, pursuant to which we receive agreed upon pricing for fuel and handling/facility fees at each location. We are currently able to obtain adequate supplies of aircraft fuel. For Wheels Up operated flights, we apply a fuel surcharge to the cost of the flight when the cost of Jet A fuel, as published by the Argus U.S. Jet Fuel Index TM, is more than $2.00 per gallon. We calculate the fuel surcharge based on estimated billable flight time. Charter customers pay fuel costs for charter flights on third-party operated aircraft as part of the total invoiced cost of the flight. Our direct exposure to fluctuations in aircraft fuel prices for such arrangements is limited; however, changes in aircraft fuel prices can result in fluctuations in the demand for certain aircraft types, service models or private aviation services generally. See the caption titled “Significant increases in fuel costs could have a material adverse effect on our business, financial condition and results of operations” in Part I, Item 1A “Risk Factors” in this Annual Report for additional information about risks related to aircraft fuel. We also bill fliers for a carbon offset fee for each hour of flight time, which is intended to offset the costs related to the environmental impact from our flight operations.

Safety

Each and every day, our passengers trust us with their lives, and it is paramount that we consistently reinforce this trust with our actions and words. This begins with our uncompromising commitment to safety as our core value.

Safety is a cornerstone of our culture. We view compliance with FAA regulations as a minimum baseline for our commitment to safety. We go beyond FAA minimum requirements by setting higher safety standards in areas of pilot experience, certification (licensing), training, safety programs and many others.

Wheels Up has implemented and maintains voluntary Safety Management Systems (“SMS”) across its FAA operating certificates, that conform to FAA regulatory requirements for SMS. SMS is a formal, top-down, organization-wide means to identify hazards, mitigate the risk associated with those hazards, collect safety data and act on that data to improve the safety of our operations. Each SMS is managed by a Director of Safety and a team of dedicated professionals trained on the elements of SMS. A key component of our SMS is the Aviation Safety Action Program (“ASAP”). ASAP is a non-punitive safety program that enables employees such as pilots, maintenance technicians and dispatchers to report safety related events for review by Wheels Up and the FAA with the purpose of implementing corrective actions. Additional non-punitive safety reporting programs are in place for employees that are not covered by the ASAP.

In addition to our internal safety management efforts, the Wheels Up operating entities are voluntary participants in audits from a number of third-party aviation safety organizations and independent audits by certain corporate clients, as well as the U.S. Department of Defense. These audits are opportunities to have outside experts review and contribute to the continuous improvement of our SMS.

Pilots

Every Wheels Up flight is operated by pilots that meet stringent training and flight-hour requirements, which exceed the FAA’s requirements and training criteria. Each Captain must hold current an FAA Airline Transport Certificate. Each pilot is required to be qualified pursuant to our FAA approved training program in the aircraft they fly, as well as hold a valid First-Class Medical Certificate.

We have a rigorous pilot selection process that includes background and safety record screenings. This screening process includes in-person technical interviews and written examinations, as well as a flight simulator assessment if appropriate. Successful candidates must also complete mandatory initial and recurrent advanced aircraft ground and flight training in a full-motion simulator. This training is also completed annually.

We have entered into agreements with multiple industry leading third-party suppliers to provide factory-authorized training for our pilots. These agreements provide training availability to Wheels Up pilots throughout the year for both initial and recurrent pilot training in exchange for a fixed price per training slot.

Aircraft Maintenance and Repairs

We maintain and repair our controlled aircraft to ensure the safety of our passengers, assets and the surrounding environment where we operate. Aircraft maintenance and repair consists of scheduled and unscheduled maintenance performed during line maintenance and scheduled maintenance events. Our maintenance and repair process also includes procedures designed to maintain the FAA airworthiness certificate of each controlled aircraft in good standing.

Line maintenance consists of daily and weekly scheduled maintenance inspections, including pre-flight, daily, weekly and overnight checks. Line maintenance also includes any unscheduled items requiring repair on an as-needed basis. Based on the location where line maintenance occurs, work may be performed by Wheels Up employees, as in the case of a Wheels Up facility, or by a Wheels Up mobile service unit (“MSU”) team, or by an FAA-authorized and Wheels Up vetted third-party maintenance provider.

Scheduled airframe maintenance inspections are defined by the applicable original equipment manufacturer (“OEM”) maintenance inspection program and are a function of flight hours, flight cycles and/or calendar-based intervals. We attempt to package these airframe maintenance inspections into strategically timed maintenance periods, with the goal of minimizing maintenance downtime while meeting the OEM’s requirements. This work may be performed by Wheels Up or by a qualified third-party maintenance provider.

Scheduled engine hot section repairs and overhauls are performed in accordance with the OEM’s requirements and vary by engine model. Engine repairs and overhauls are primarily driven by engine hours, engine cycles and/or calendar-based intervals. Except for certain basic maintenance activities which Wheels Up is able to perform itself, engine maintenance, scheduled or unscheduled, is performed by Wheels Up’s contracted third-party maintenance providers. We are also a party to engine maintenance program agreements (the “Program Agreements”) covering certain engine maintenance and overhauls on Pratt & Whitney Canada Corp. (“Pratt and Whitney”) and Rolls-Royce Corporation (“Rolls-Royce”) aircraft engines for certain of our controlled aircraft, including our Embraer Phenom 300 series and Cessna Citation X and Excel/XLS jet fleets, and our Beechcraft King Air 350i turboprop aircraft. We anticipate that as we add additional aircraft to our fleet, we will implement similar engine maintenance and overhaul agreements covering the engines for those aircraft. We may also negotiate additional long-term maintenance agreements covering our controlled aircraft fleet depending on market dynamics and the fleet type.

In support of the maintenance of our fleet, we operate various maintenance facilities under FAA Part 135 or FAA Part 145 in support of our planned and unplanned maintenance activities where Wheels Up has both the capability and the capacity. Following a comprehensive review of our maintenance and repair activities, in 2024, we took actions to rationalize our maintenance facility footprint to meet our future anticipated needs and repositioned our MSUs in key markets throughout the U.S. to perform line-maintenance work. In the future, we expect to focus the majority of our in-house maintenance activities at our four primary controlled maintenance facilities. To the extent Wheels Up does not have the capability and/or capacity to perform maintenance or repairs in-house, we have entered into certain long-term agreements with certain qualified vendors to perform maintenance on our aircraft, aircraft components and engines, generally at agreed upon work-scopes and pricing.

Government Regulation

We are subject to government regulation at federal, state, local and international levels. The scope of these regulations is exceedingly broad, covering a wide range of subjects that includes, but is not limited to, those summarized below.

Principal Domestic Regulatory Authorities

U.S. Department of Transportation (“DOT”)

DOT is the principal regulator of economic matters in the aviation industry. As applied to our business, under Title 14 of the Code of Federal Regulations (“14 C.F.R.”) Part 298, DOT oversees the operations of our subsidiaries that operate as air taxis (i.e., on-demand operators of small aircraft with less than 20 passenger seats). This includes economic authority to conduct business as an on-demand air carrier, as well as consumer protection and insurance requirements that are applied to the conduct of such business. In 14 C.F.R. Part 380 (“Part 380”), DOT also approves and oversees the performance of public charters that may be arranged by a non-air carrier public charter operator for the purpose of offering to the public charter flights that will be performed by an identified air carrier at a predetermined date and time (in contrast to the on-demand, or as-needed/where-needed, character of our air taxi operations).

DOT also regulates how we advertise and hold out services. In 14 C.F.R. Part 295 (“Part 295”), DOT oversees the sale, holding out and arrangement of single entity charter air transportation (or the entire capacity of an aircraft, in contrast to public charter flights which are sold by the seat). We are subject to DOT jurisdiction as an “air charter broker” under Part 295 in offering and selling our membership program for single-entity charters and in acting as an agent for members and customers in arranging flights. We are also subject to DOT’s jurisdiction as a “ticket agent” as defined by 49 U.S.C. Section 40102(a)(45). In every aspect of our business subject to DOT’s jurisdiction, we are subject to DOT’s statutory and regulatory authorities to prohibit and enforce against engaging in “unfair” or “deceptive” practices and unfair methods of competition pursuant to 49 U.S.C. Section 41712. DOT also promulgates and enforces consumer protection regulations to which we are subject.

Importantly, DOT also enforces U.S. laws governing the citizenship of air carriers. For our air carrier subsidiaries to maintain their air carrier licenses, registrations and other authorizations to hold out and operate services, we must ensure that DOT’s citizenship requirements are satisfied. This means that those air carriers must be under the actual control of U.S. citizens (as defined in 49 U.S.C. Section 40102(a)(15)) and must satisfy certain other requirements, including that each air carrier’s president/chief executive officer and at least two-thirds of its board and other managing officers are U.S. citizens and that at least seventy-five percent of its voting stock is owned and controlled, directly and indirectly, by U.S. citizens. The amount of non-voting stock that may be owned or controlled by non-U.S. citizens is limited as well.

U.S. Federal Aviation Administration

The FAA is the principal regulator of safety matters in the aviation industry. The FAA’s regulations touch on many aspects of civil aviation, such as:

•the design and manufacturing of aircraft, engines, propellers, avionics and other key components (collectively the “aircraft,” as used below), including engine noise and other environmental standards;

•the inspection, maintenance, repair and registration of aircraft;

•the training, licensing or authorizing and performance of duties by pilots, cabin attendants and maintenance technicians;

•the testing of safety-sensitive personnel for prohibited drug use or alcohol consumption;

•the design, construction and maintenance of runways and other airport facilities;

•the operation of air traffic control systems, including the management of complex air traffic at busy airport facilities;

•the certification and oversight of air carriers;

•the establishment and use of SMS by air carriers;

•the promotion of voluntary systems to encourage the disclosure of data that may aid in enhancing safety; and

•the oversight and operational control of air carriers by key personnel, including directors of operations, directors of maintenance, chief pilots, chief inspectors and directors of safety.

There are numerous FAA regulations that may impact our operations and business. They include but are not limited to the following Parts found in 14 C.F.R.

•“Part 5” contains the rules that govern the requirements and processes of SMS applicable to air carriers operating pursuant to Part 135. These rules govern the methods and tools used to identify hazards, mitigate the risk associated with those hazards, collect safety data, act on that data to improve the safety of air carrier operations and an affirmative requirement to promote a safety culture.

•“Part 91” contains the general operating rules for flight safety. These rules govern all flight operations, including private and commercial operations, except to the extent that the commercial operations are subject to additional rules found in other parts of the FAA regulations.

•“Part 135” contains additional rules that apply to commercial “on-demand” operations. “On-demand” operations include flights for which the departure location, departure time and arrival location are specifically negotiated with the customer or the customer’s representative as well as passenger-carrying operations conducted as a public charter under Part 380.

•“Part 145” contains the rules that govern the performance of aircraft maintenance at certificated repair stations. These include requirements related to the quality of the facility, the qualifications of personnel and what type of repair or inspection work is authorized for performance there.

As the operator of our nation’s air traffic control system, the FAA has an especially vital role to play in the management of air traffic, including congestion at the busiest airports and in the busiest air corridors. Also, in the case of a security threat, unusual environmental risk, or other emergency, the FAA has authority to shut down segments of airspace or even the entire U.S. airspace to civilian use.

U.S. Transportation Security Administration (“TSA”)

As an agency of the Department of Homeland Security (“DHS”), TSA is the principal regulator of security matters in the aviation industry. Among other things, the TSA regulates the standard security programs in use by U.S. airports and aircraft operators. These programs include elements relating to the training of flight crews, checking the identity and screening of passengers, application of security watch lists and cooperation in threat assessments and responses.

U.S. Customs and Border Protection (“CBP”)

CBP, also an agency of DHS, is the principal regulator of customs and immigration matters affecting the aviation industry and enforcer of certain public health matters affecting the aviation industry. Whenever our air carrier operations include an international flight segment, we must provide CBP with an advance disclosure of passenger information, facilitate CBP’s inspection of baggage and help ensure the proper disposal of any foreign-originating refuse on the aircraft. CBP also oversees entry and clearance into the U.S., including with respect to exports and imports, and issues landing rights approvals for aircraft arriving in the U.S. from abroad.

U.S. Environmental Protection Agency (“EPA”)

The EPA is the principal federal environmental regulator. In January 2021, the EPA promulgated new rules relating to the greenhouse gas emissions from carbon fuels used in aircraft engines for aircraft manufactured or in-production on or after January 1, 2028. This will bring about a change in future aircraft engine designs and approvals and eventually require replacement of engines in future years. This area of regulation is not yet settled. It still is subject to change based on domestic and international laws and standards intended to address global environmental issues, making it impossible to say how such developments might impact our business in the future. The costs of complying with environmental laws were insignificant for the years ended December 31, 2024 and 2023.

Local Airport Authorities

The vast majority of airports where we fly are owned and operated by state and local government entities. These airport authorities claim the right to impose certain safety, security and other regulations so long as they do not conflict with U.S. federal law. Airport authorities also have extensive property rights that empower them to impose conditions on leasing and using airport facilities. The terms on which an airport authority might lease or allow use of its property (or other property and services at an airport) can, at times, be on terms less favorable than would be customary for real estate or other transactions outside of an airport environment.

These regulatory authorities have the ability to stop a part or all of our business and flight operations such as by suspending or revoking our certifications or other authorizations. They also have the ability to impose monetary fines and other civil penalties and to make referrals for criminal prosecution. These actions may occur with little or no notice, depending on the circumstances as perceived by the regulators in their discretion.

Foreign Regulatory Authorities

Most foreign countries have their own regulatory authorities that parallel those found in the U.S. The complexity of interaction with the foreign regulators can be magnified by differences in language, culture, legal and social norms, tax and budgetary practices and perspective on economic development and competition.

Privacy and Data Protection

We process personal information and other customer data, including sensitive data for certain members, customers and employees, and we rely in part on third-parties that are not directly under our control to manage certain of these operations and to process such personal information, including payment information. Our internal cyber team manages our cybersecurity and data privacy and protection measures, and we use outside consultants and software to assist with threat protection. We are subject to increasing requirements by regulatory authorities and other third parties regarding the processing of personal information and other data relating to individuals. Because our technology platform is an integral aspect of our business, compliance with laws governing processing and protecting personal data is necessary for us to achieve our objective of continuously enhancing the user experience of our mobile application and marketing site. A variety of federal, state, local, municipal and foreign laws and regulations, as well as industry standards (such as the payment card industry standards) govern the processing and security of this information including but not limited to, the European Union’s General Data Protection Regulation (“GDPR”) and the U.K. Data Protection Act 2018 (“U.K. DPA”). Laws and regulations relating to privacy and data protection are continually evolving and subject to potentially differing interpretations. These requirements may not be harmonized, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another, or may conflict with other rules or our practices. As a result, our practices may not have complied or may not comply in the future with all such laws, regulations, requirements and obligations. The failure to comply with such data protection and privacy regulations can result in fines, penalties and the enforcement of any non-compliance, which could significantly impact our business operations.

Intellectual Property

The protection of our technology and other intellectual property is an important aspect of our business. We seek to protect our intellectual property, including our technology and confidential information, through a combination of trademarks and trade secret protections, as well as contractual commitments and security procedures. We own certain trademarks important to our business and brand, such as the “Wheels Up” and “Air Partner” words and design marks, and certain domain names, including “wheelsup.com” and “airpartner.com.” We generally require our employees and consultants to enter into confidentiality agreements and certain third parties to enter into non-disclosure agreements. We regularly review our technology development efforts and branding strategy to identify and assess the protection of new intellectual property.

Environmental

Federal, state, local and foreign laws, regulations and ordinances relating to, among other things, the protection of the environment and noise, including those relating to emissions to the air and the use, management, disposal and release of, and exposure to, hazardous substances, oils and waste materials, have the potential to adversely impact our operations and the private aviation industry. Our primary controlled aircraft operating locations are in the U.S.; however, we conduct charter operations and other services globally. Our maintenance facilities and owned fueling operations are subject to numerous regulations, ordinances and permitting requirements in the locales in which they sit. We have established controls and procedures related to our environmental compliance processes and continue to evolve these processes as we expand.

Climate change concerns and resulting new legislation may in the future play a significant role in how we develop our business, new technologies that we may be required to implement and the jurisdictions in which we operate. New laws may come in various forms, including more stringent emissions requirements, the mandated use of certain aviation fuel types or fuel efficiency requirements, or required public disclosures about our carbon footprint. We are committed to reducing the environmental impact of our aircraft fleets, as well as the long-term environmental effects of our overall operations. Over time, we expect to offset the carbon impact of our flight operations through the purchase and retirement of applicable carbon credits or through other established and vetted mechanism. We are also examining other sustainability initiatives, including the potential use of sustainable aviation fuel and long-range investments in other sustainability solutions, as well as operational improvements, fleet planning initiatives, sustainable practices at our facilities and waste reduction initiatives across our operations.

Employees

As of December 31, 2024, Wheels Up and its consolidated subsidiaries had 1,866 employees, including 1,807 full-time employees and 59 part-time employees. We employ approximately 475 pilots across our aircraft fleet. Approximately 78% of our employees are based in the U.S., with the remaining employees in Europe and other territories. The decrease in the number of employees as of December 31, 2024 from the prior fiscal year was primarily a result of actions to streamline the Company’s organization and reduce headcount in areas of the business that do not directly impact the Company’s operations or its members’ and customers’ experience, as well as actions to optimize the number of aircraft in our controlled fleet. We anticipate onboarding pilots and certain operations and maintenance personnel as part of our fleet modernization strategy, including in connection with the addition of additional Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft to our fleet. We are also offering certain existing pilots the opportunity to re-train in these aircraft types to support the transition.

Our success is built upon creating and delivering highly competitive rewards for everyone. Our goal is to maximize the impact of the Wheels Up team by attracting, engaging and retaining the most talented, dedicated and passionate people in the marketplace. To position Wheels Up at the forefront of competitive rewards programs in order to attract and retain top talent, we continue to take a progressive approach in the provision of comprehensive benefits. We consistently evaluate our rewards programs in light of changes in market practices and seek to design comprehensive compensation programs that align the goals of employees with those of our stockholders. We currently offer an array of attractive benefits, including: (i) multiple counseling sessions offered through employee assistance programs, that support employees and their families’ mental and emotional well-being; (ii) health plan coverage for infertility assistance; (iii) domestic partner health plan coverage; (iv) health plan coverage for gender reassignment surgery; and (v) parental leave for both birth and non-birthing parents, including adoption or foster care.

Corporate History and Structure

Overview

Wheels Up was formed on July 1, 2013. On July 13, 2021 (the “Business Combination Closing Date”), Wheels Up Partners Holdings LLC, a Delaware limited liability company (“WUP”), consummated a business combination with Aspirational Consumer Lifestyle Corp. (“Aspirational”), a New York Stock Exchange (“NYSE”) listed blank check company. Upon consummation of such business combination, WUP became a subsidiary of Wheels Up Experience Inc., and beginning July 14, 2021, our shares of Class A common stock, $0.0001 par value per share (“Common Stock”), began trading on the NYSE under the ticker symbol “UP”.

Wheels Up is a holding company with no direct operations. Wheels Up conducts its business through its direct subsidiary, WUP, and WUP’s operating subsidiaries, including, among others, WUPJ and WUP LLC. In addition, Wheels Up conducts substantially all of its operations outside of North America through Air Partner, which provides charter broking and other aviation-related services across four continents.

2023 Credit Agreement & Common Stock Issuances

On September 20, 2023, the Company entered into a Credit Agreement (the “Original 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”), Cox Investment Holdings LLC (“CIH” and collectively with Delta and CK Wheels, the “Initial Lenders”), and U.S. Bank Trust Company, N.A., as administrative agent for the Lenders (as defined below) and as collateral agent for the secured parties (the “Agent”), which was subsequently amended by Amendment No. 1 to Credit Agreement, dated November 15, 2023 (the “First Credit Agreement Amendment” and collectively with Amendment No. 2 to Credit Agreement, dated November 13, 2024 and the Original Credit Agreement, the “Credit Agreement”), by and among the Company, as borrower, the other Loan Parties party thereto, as guarantors, the Initial Lenders, certain other lenders named therein (collectively, the “Incremental Term Lenders” and together with the Initial Lenders, the “Lenders”), and the Agent. Pursuant to the Credit Agreement, (i) the Lenders provided a term loan facility (the “Term Loan”) in the aggregate original principal amount of $390.0 million and (ii) Delta provided commitments for a revolving loan facility (the “Revolving Credit Facility”) in the aggregate original principal amount of $100.0 million.

In connection with the transactions contemplated by the Credit Agreement, the Company entered into an Investment and Investor Rights Agreement on September 20, 2023 (the “Original Investor Rights Agreement”), by and among the Company and the Initial Lenders, which was subsequently amended by 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 thereto, dated September 22, 2024, and the Investor Rights Agreement Joinders (as defined below), the “Investor Rights Agreement”), by and among the Company and Initial Lenders. Substantially concurrently with entering into the First Investor Rights Agreement Amendment, the Company and Initial Lenders entered into joinders to the Investor Rights Agreement (collectively, the “Investor Rights Agreement Joinders”) with each Incremental Term Lender (or its applicable affiliate), pursuant to which each Incremental 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. Pursuant to the Investor Rights Agreement, the Company issued, in two separate private placements on September 20, 2023 and November 15, 2023, 671,239,941 shares of Common Stock in the aggregate to the Lenders. Such shares of Common Stock were issued such that as of November 15, 2023, each Lender had been issued a pro rata portion of such shares equal to the proportion of its participation in the Term Loan.

The Investor Rights Agreement sets forth certain rights and obligations applicable to the Lenders and the Company, which include, among others, the right of: (x) Delta to designate and remove four directors to the Board so long as Delta continues to hold at least 75% of the shares of Common Stock issued to Delta pursuant to the Investor Rights Agreement; (y) CK Wheels to designate and remove four directors to the Board, so long as CK Wheels continues to hold at least 75% of the shares of Common Stock issued to CK Wheels pursuant to the Investor Rights Agreement; and (z) CIH to designate and remove one director to the Board, so long as CIH holds at least

30% of the shares of Common Stock issued to CIH pursuant to the Investor Rights Agreement. In addition, certain Lenders have agreed to limit the number of shares of Common Stock they are entitled to vote at any meeting of the Company’s stockholders or for the purpose of consummating any consent solicitation, as follows:

•CK Wheels may not vote more than 24.9%, less the Whitebox Non-U.S. Voting Percentage (as defined below, if any), of the Company’s issued and outstanding shares of Common Stock as a result of restrictions on voting imposed on holders who may be deemed not to be a “citizen of the United States” pursuant to 49 USC § 40102(a)(15)(C) (the “Citizenship Limitation”), Article X of the Company’s Amended and Restated Certificate of Incorporation, dated as of November 15, 2023 (the “Certificate of Incorporation”), and the Investor Rights Agreement;

•Each of Pandora Select Partners, L.P., Whitebox Multi-Strategy Partners, L.P. and Whitebox Relative Value Partners, L.P. (collectively, the “Whitebox Non-U.S. Entities”) may not vote more than 0.043%, 0.595% and 0.362% (collectively, the “Whitebox Non-U.S. Voting Percentage”), respectively, of the Company’s issued and outstanding shares of Common Stock as a result of the Citizenship Limitation and pursuant to Article X of the Certificate of Incorporation and the Investor Rights Agreement;

•by agreement with Delta, any shares of Common Stock in excess of 29.9% held by Delta will be neutral shares with respect to voting rights and voted in proportion to all other votes cast (“for,” “against” or “abstain”) other than by Delta.

The additional shares owned by CK Wheels in excess of 24.9%, less the Whitebox Non-U.S. Voting Percentage (if any), and the additional shares owned by the Whitebox Non-U.S. Entities in excess of the Whitebox Non-U.S. Voting Percentage, in each case will not be counted as issued and outstanding for purposes of counting votes and will not count for purposes of determining whether a quorum is present at any meeting of the Company’s stockholders.

Information About the Company

Wheels Up’s corporate headquarters is located at 2135 American Way, Chamblee, Georgia 30341. Our telephone number is (212) 257-5252 and our internet address iswww.wheelsup.com. The information on, or that can be accessed through, such website is not deemed incorporated in, and does not form a part of, this Annual Report. The website address is included as an inactive textual reference only.

Available Information

We make available free of charge on our website atwww.wheelsup.com/investors, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and amendments to those reports as soon as reasonably practicable after these reports are filed with or furnished to the U.S. Securities and Exchange Commission (“SEC”). The SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The Company’s filings with the SEC are available to the public on the SEC’s website atwww.sec.gov. The information on, or that can be accessed through, such websites is not deemed incorporated in, and does not form a part of, this Annual Report. These website addresses are included as inactive textual references only.