Wheels Up Experience Inc

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Annual Report”) of Wheels Up Experience Inc. (“Wheels Up”, or “we”, “us”, “our” or the “Company”), contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements provide current expectations of future circumstances or events based on certain assumptions and include any statement, projection or forecast that does not directly relate to any historical or current fact. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the control of Wheels Up, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding: (i) Wheels Up’s growth plans, the size, demand, competition in and growth potential of the markets for Wheels Up’s service offerings and the degree of market adoption of Wheels Up’s member programs, charter offerings and any future services it may offer; (ii) the potential impact of Wheels Up’s cost reduction and operational efficiency initiatives on its business and results of operations, including timing, magnitude and possible effects on liquidity levels and working capital; (iii) Wheels Up’s fleet modernization strategy first announced in October 2024, its ability to execute such strategy on the timeline that it currently anticipates and the expected commercial, financial and operational impacts to Wheels Up; (iv) Wheels Up’s liquidity, future cash flows and certain restrictions related to its indebtedness obligations, as well as its ability to perform under its contractual and indebtedness obligations; (v) Wheels Up’s ability to achieve positive Adjusted EBITDA (as defined herein) in the future pursuant to the most recent schedule that it has announced; (vi) the potential impacts or benefits from pursuing strategic actions involving Wheels Up or its subsidiaries or affiliates, including, among others, acquisitions and divestitures, new debt or equity financings, refinancings of existing indebtedness, or commercial partnerships or arrangements; and (vii) the impacts of general economic and geopolitical conditions on Wheels Up’s business and the aviation industry, including due to, among others, fluctuations in interest rates, inflation, foreign currencies, taxes, tariffs and trade policies, and consumer and business spending decisions. The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. We have identified certain known material risk factors applicable to Wheels Up in this Annual Report under Part I, Item 1A “Risk Factors,”Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Annual Report. It is not always possible for us to predict how new risks and uncertainties that arise from time to time may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, we do not intend to update any of these forward-looking statements after the date of this Annual Report.

RISK FACTORS SUMMARY

Our business is subject to numerous risks and uncertainties that represent challenges that we face in connection with our go-forward strategy and growth plans. The occurrence of one or more of the events or circumstances described in Part I, Item 1A “Risk Factors” in this Annual Report may adversely affect our business, prospects, results of operations and financial condition. Such risks include, but are not limited to:

•We may not be able to successfully implement our growth strategies or realize the expected benefits of our member program changes and operational efficiency and cost reduction initiatives.

•We have a history of net losses, have not consistently generated positive cash flow from operations and our operating results are expected to be difficult to predict.

•We may be unable to execute our fleet modernization strategy first announced in October 2024 on the timeline that we currently anticipate or may fail to realize the expected benefits from such strategy.

•We periodically evaluate strategic transactions which involve risk, and we are exposed to the risk of a decrease in demand for private aviation services. In addition, our business is primarily focused on certain targeted geographic regions, which makes us vulnerable to risks associated with having geographically concentrated operations.

•The private aviation industry is highly competitive.

•Delta Air Lines, Inc. (“Delta”) may have the right to terminate its commercial agreements with us.

•The loss of key personnel upon whom we depend on to operate our business or the inability to attract additional qualified personnel could adversely affect our business. In addition, the supply of pilots is limited and increases in our labor costs may adversely affect our business, results of operations and financial condition. We may also be subject to unionization, work stoppages, slowdowns or increased labor costs.

•We may never realize the full value of our tangible and intangible assets and the residual value of our owned aircraft may be less than estimated.

•If we face problems with any of our third-party service providers, our operations could be adversely affected.

•Significant reliance on relatively few original equipment manufacturers of aircraft, engine and parts poses risks to our business and prospects.

•We may incur substantial costs in connection with our leased aircraft.

•We are exposed to operational disruptions and costs due to maintenance and repairs of our aircraft, and we may be unsuccessful in balancing the mix of maintenance activities handled at our facilities and by third parties.

•Significant increases in fuel costs could have a material adverse effect on our business, financial condition and results of operations.

•As an aviation business, we are affected by air and ground traffic congestion, airport restrictions, air traffic control inefficiencies, security measures and regulatory requirements.

•Extreme weather, natural disasters and other adverse events could have a material adverse effect on our business, results of operations and financial condition.

•The operation of aircraft is subject to various risks, and our failure, or the failure of the aviation industry, to maintain an acceptable safety record may have an adverse impact on our ability to obtain and retain members and customers. We could also suffer losses and adverse publicity stemming from any accident involving our aircraft models operated by third parties.

•Terrorist activities, geopolitical hostilities or other security events may adversely impact our business, results of operations and financial condition.

•Any damage to our reputation or brand image could adversely affect our business or financial results. If our efforts to continue to build our strong brand identity and improve member satisfaction and loyalty are not successful, we may not be able to attract or retain members and customers. Any failure to offer high-quality customer support may harm our relationships with our members and customers.

•If third-party operators that we rely on to provide certain flights to our members and charter customers do not perform adequately or terminate their relationships with us, our costs may increase and our business, prospects, operations, financial condition and results of operations could be adversely affected.

•If we are unable to maintain sufficient insurance coverage, it may adversely affect our business and financial condition.

•An inability to keep up with and implement technology for our business or a failure in our technology or the technology of our service providers or breaches of the security of our information technology infrastructure may harm our reputation and adversely affect our business and financial condition.

•Our obligations in connection with our contractual agreements, including operating leases and debt financing obligations, could impair our liquidity.

•Our ability to obtain additional financing or refinance our existing debt obligations in the future on terms we deem attractive or access the capital markets may be limited.

•We are subject to significant governmental regulation and changes in government regulations imposing additional requirements and restrictions on our operations could increase our operating costs and result in service delays and disruptions.

•We may become involved in litigation or other legal proceedings that may materially adversely affect us. If we are unable to protect our intellectual property or are found to infringe on the intellectual property of others, we may incur significant expense and our business may be adversely affected.

•Certain stockholders have significant influence over the Company.

•We may fail to maintain an effective system of internal controls.

•We have consummated dilutive issuances of Common Stock in the past and we may undertake additional dilutive issuances of equity securities in the future and the price of our equity securities may be volatile.. Future resales of our Common Stock may cause the market price of our securities to drop significantly.

•Our Amended and Restated Certificate of Incorporation, dated November 15, 2023 (“Certificate of Incorporation”), and Amended and Restated By-Laws, effective November 15, 2023 ( “By-Laws” and together with the Certificate of Incorporation, our “Organizational Documents”), and the Investor Rights Agreement (as defined in Part I, Item 1 “Business” herein) include provisions limiting voting and control by non-U.S. Citizens.

PART I.