Wheels Up Experience Inc

(a) As part of the Company’s continuing cost reduction initiatives, in the first quarter of 2025, the Company leased alternative corporate office space in New York, New York and vacated a larger leased corporate office space in New York, New York, for which the Company is actively seeking a sublease tenant. Due to a general reduction in demand for corporate office space in the locale, the Company anticipates reduced sublease rent rate for the vacated space and that the terms of any sublease may differ from the underlying lease to which the Company is a party. As a result, the Company concluded on March 9, 2025 that it expects to record a non-cash, pre-tax impairment charge related to a right of use asset associated with the vacated corporate office space ranging from approximately $20.0 million to $24.0 million in the first quarter of 2025, virtually all of which will result in future cash expenditures. Following these actions, the Company expects a significant decrease in future operating expenses related to leased corporate office space. Following these actions, the Company expects a significant decrease in future operating expenses related to leased corporate office space. This non-cash, pre-tax impairment charge will be recorded in Net income (loss), but is not expected to adversely impact Adjusted Contribution, Adjusted Contribution Margin or Adjusted EBITDA for the first quarter and fiscal year 2025. “Adjusted Contribution,” “Adjusted Contribution Margin” and “Adjusted EBITDA” are defined under the caption “Non-GAAP Financial Measures” in Part II, Item 7 “Management’s Discussion and Analysis of Results of Operations and Financial Condition” in this Annual Report.

In addition, on March 10, 2025, the Company, in its capacity as the managing member of WUP, entered into Amendment No. 3 to Seventh Amended and Restated Limited Liability Company Agreement of WUP, dated as of March 10, 2025 (the “WUP Agreement Amendment”), to clarify an ambiguity in a tax-related provision to reflect the original intention of the parties to such agreement, as described more fully in the WUP Agreement Amendment.

(b) During the three months ended December 31, 2024, no director or officer of the Company adopted, modified orterminated a ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ as each term is defined in Item 408(a) of Regulation S-K.