Wheels Up Experience Inc.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. The outcome of these matters cannot be predicted with certainty. See Note 12, Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 “Financial Statements” in this Quarterly Report for a discussion of loss contingencies, if any. Below is a discussion of the Company’s significant pending legal proceedings:

GRP Litigation

On July 5, 2023, we filed a lawsuit against Exclusive Jets, LLC d/b/a flyExclusive, a subsidiary of flyExclusive, Inc. (“FE”), in the United States District Court for the Southern District of New York (“NY Federal Court”), which was re-filed against FE in the Supreme Court of the State of New York in New York County (“NY State Court”) on August 23, 2023. We instituted the action to enforce our rights and remedies for wrongful termination by FE of that certain Fleet Guaranteed Revenue Program Agreement, dated November 1, 2021, between WUP and FE (the “GRP Agreement”). On June 30, 2023, FE notified us in writing of its immediate termination of the GRP Agreement. We believe that FE wrongfully terminated such agreement in breach thereof. We are seeking compensatory damages, including the return of material deposits held by FE under the GRP Agreement that were recorded in Other non-current assets on the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024, as well as attorneys’ fees and costs.

On September 19, 2023, FE removed the NY State Court lawsuit to the NY Federal Court. On September 19, 2023, FE filed a motion to dismiss for lack of personal jurisdiction or, in the alternative, motion to transfer the lawsuit to the United States District Court for the Eastern District of North Carolina. On October 9, 2023, the Company filed a motion to remand the lawsuit back to the NY State Court due to the NY Federal Court’s lack of subject matter jurisdiction. On March 28, 2025, the Company prevailed on the jurisdictional motion and the NY Federal Court remanded the lawsuit back to the NY State Court. On April 9, 2025, FE filed in the NY State Court an answer and its defenses to the Company’s claims, as well as counterclaims for unpaid amounts it claims it is owed under the GRP Agreement. On April 22, 2025, the Company answered FE’s counterclaims and also filed a motion to amend and proposed amended complaint against FE in NY State Court, which included, among other things, additional breach of contract claims and added Thomas James Segrave Jr., FE’s founder and Chief Executive Officer, as a defendant with respect to a claim based on piercing the corporate veil.

We intend to vigorously pursue the action to recover the outstanding deposits and other damages from FE and defend against any related counterclaims, but there can be no assurance as to the outcome of the dispute with FE. Our success in recovering the amounts from FE will depend on several factors, including the availability of funds by FE for the recoverable amounts, in light of the following:

•In its Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on May 1, 2024, FE disclosed that upon termination of the GRP Agreement, it applied a portion of the deposit under the GRP Agreement (the “GRP Deposit”) against certain receivable balances that FE claims it was owed under the GRP Agreement. As a result, the GRP Deposit liability owed to the Company that was formerly reflected in FE’s financial statements was fully eliminated as of June 30, 2023.

•In its Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 24, 2025, FE disclosed that: (i) its net loss increased to $101.5 million during the year ended December 31, 2024 (versus a net loss of $54.7 million in the prior year) and it “expects to incur operating losses in the near term as [FE] advances its fleet modernization and associated cost savings initiatives”; (ii) its net cash flows used in operating activities was approximately $10.9 million during the year ended December 31, 2024 (versus net cash provided by operating activities of $8.7 million in the prior year); (iii) as of December 31, 2024, it had cash and cash equivalents of approximately $31.7 million and available borrowing capacity of approximately $12.6 million under existing lines of credit, against a working capital deficit of approximately $150.8 million; and (iv) as of March 24, 2025, cash and cash equivalents on hand, operating cash flows and proceeds from its fractional program will be sufficient to fund FE’s operations, including capital expenditure requirements, for at least 12 months, but it might need additional capital to fund growth plans or as circumstances change, which it disclosed it could obtain through equity issuances, refinancing existing debt or new borrowings, and if FE is not able to raise capital, its business, prospects, operating results and financial condition could be negatively impacted.

We are in the process of evaluating the effects of the foregoing events and we cannot make a reasonable estimate of any outcome, recovery or loss at this time. See the caption titled “Some of our business is dependent on our third-party operators to provide flights for our members and customers. If such third-party operators do not perform adequately or terminate their relationships with us, our costs may increase and our business, operations, liquidity, financial condition, and results of operations could be adversely affected” in Part I, Item 1A “Risk Factors” in our Annual Report for further information.