Wheels Up Experience Inc.

Previous wording

Join Up: Wheels Up Membership. Private fliers with predictable annual spend can utilize Wheels Up Membership, where a small annual fee and pre-purchased dollar-denominated credits that are applied to the cost of the flight services, annual membership fees and other incidental costs such as catering and ground transportation (“Membership Funds” and sometimes referred to as “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. Our first-of-its-kind partnership with Delta allows Wheels Up members the opportunity to earn Delta Diamond Medallion® status based on their qualifying Wheels Up spend and use Membership Funds to purchase discounted Delta flights and receive other benefits with Delta, in each case subject to certain terms and conditions.

Current wording

Join Up: Wheels Up Membership. Private fliers with predictable annual spend can utilize Wheels Up Membership, where a small annual fee and pre-purchased dollar-denominated credits that are applied to the cost of the flight services, annual membership fees and other incidental costs such as catering and ground transportation (“Membership Funds” and formerly referred to as “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. Our first-of-its-kind partnership with Delta allows Wheels Up members the opportunity to earn Delta Diamond Medallion® status based on their qualifying Wheels Up spend and use Membership Funds to purchase discounted Delta flights and receive other benefits with Delta, in each case subject to certain terms and conditions.

Previous wording

Our Fleet Modernization Strategy. Wheels Up has one of the largest and most diverse mixes of available aircraft in the industry. We utilize our controlled aircraft fleet to support both Wheels Up Membership and Wheels Up Charter flights depending on the specific mission. We also have access to a growing global network of safety-vetted charter operators, which must continually satisfy our safety standards for aircraft, crew and operations. Together, our controlled aircraft fleet and global network of third-party charter operators position us to provide our members and customers the ability to select a mode of travel that works for their specific needs.

Current wording

Our Fleet Modernization Strategy & Progress Update. Wheels Up has one of the largest and most diverse mixes of available aircraft in the industry. We utilize our controlled aircraft fleet to support both Wheels Up Membership and Wheels Up Charter flights depending on the specific mission. We maintain a growing global network of safety-vetted charter operators, which must continually satisfy our safety standards for aircraft, crew and operations. Together, our controlled aircraft fleet and global network of third-party charter operators position us to provide our members and customers the ability to select a mode of travel that works for their specific needs.

Previous wording

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 continuing to operate our King Air 350i aircraft. We began operating Embraer Phenom 300 series aircraft in our fleet in November 2024 and completed the transition of all such aircraft to the U.S. Federal Aviation Administration (“FAA”) operating certificate held by Wheels Up Private Jets LLC (“WUPJ”) in April 2025. We acquired three Bombardier Challenger 300 series aircraft during the three months ended March 31, 2025, began transitioning such aircraft to the WUPJ FAA operating certificate in March 2025 and began operating such aircraft in our fleet in April 2025.

Current wording

We have made substantial progress to advance our fleet modernization strategy, which we expect will result in the transition from the operation of four legacy 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 continuing to operate our King Air 350i aircraft. We began operating Embraer Phenom 300 series aircraft in our fleet in November 2024 and completed the transition of all such aircraft to our U.S. Federal Aviation Administration (“FAA”) operating certificate in April 2025. We acquired our first three Bombardier Challenger 300 series aircraft during the first quarter of 2025 and began operating those aircraft in our fleet in April 2025. We expect to add up to three additional Bombardier Challenger 300 series aircraft to our controlled aircraft fleet during the third quarter of 2025.

Previous wording

To achieve our fleet transition, we expect to engage in strategic acquisitions and dispositions of aircraft, as well as enter into leasing arrangements to replenish our fleet while maintaining high levels of member and customer service. For example, in the first quarter of 2025, we sold our fleet of owned Cessna Citation X aircraft to an unrelated third-party buyer, entered into leases for a portion of the sold aircraft and amended existing Cessna Citation X leases with the same buyer. We believe that our cash and cash equivalents and available borrowings under the Revolving Equipment Notes Facility (as defined below), as well as the execution of strategic transactions in the future, will provide us with flexibility to opportunistically transform our controlled aircraft fleet to achieve our fleet modernization strategy.

Current wording

To achieve our fleet transition, we expect to engage in strategic acquisitions, dispositions and leases of aircraft as we continue the orderly divestiture of legacy private jet models and scale our Embraer Phenom 300 series and Bombardier Challenger 300 series fleets. In the first quarter of 2025, we sold our fleet of owned Cessna Citation X aircraft to an unrelated third-party buyer, entered into leases for a portion of the sold aircraft and amended existing Cessna Citation X leases with the same buyer. In the second quarter of 2025, we retired our legacy Cessna Citation CJ3 fleet from revenue service and expect to return our last leased aircraft of that model to the lessor by the end of 2025. We believe that our cash and cash equivalents, available borrowings under the Revolving Equipment Notes Facility (as defined below) and the execution of strategic transactions in the future will provide us the flexibility to opportunistically transform our controlled aircraft fleet to achieve our fleet modernization strategy.

Previous wording

On April 30, 2025, the Company’s Board of Directors (the “Board”) approved the repurchase by the Company from time to time of up to $10.0 million of shares of the Company’s Class A common stock, $0.0001 per share (“Common Stock”), which was announced on May 1, 2025. Purchases by the Company of shares of Common Stock may be made from time to time at management's discretion using a variety of methods, including open market purchases or other privately negotiated transactions. The share repurchase program has no expiration date, but may be suspended or discontinued at any time in the Board’s discretion.

Current wording

As previously announced, on April 30, 2025, our Board of Directors (the “Board”) approved the repurchase by Wheels Up from time to time of up to $10.0 million of shares of the Company’s Class A common stock, $0.0001 per share (“Common Stock”) (the “Share Repurchase Program”). Repurchases of shares of Common Stock by us may be made from time to time at management's discretion using a variety of methods, including open market purchases or other privately negotiated transactions. The Share Repurchase Program has no expiration date, but may be suspended or discontinued at any time in the Board’s discretion.

Previous wording

On April 30, 2025, the Company entered into Amendment No. 3 to Credit Agreement (the “Third Credit Agreement Amendment”), by and among the Company, as borrower, the other Loan Parties (as defined herein) party thereto, as guarantors, Delta and the Agent (as defined herein), pursuant to which Delta extended the period during which the Revolving Credit Facility (as defined herein) will continue to be available to be drawn by one year, to September 20, 2026. The Third Credit Agreement Amendment did not contain any other material amendments to the Credit Agreement (as defined herein), including the amount of Delta’s $100.0 million commitment under the Revolving Credit Facility. As of each of March 31, 2025 and the date of this Quarterly Report, no amounts were outstanding under the Revolving Credit Facility.

Current wording

As previously announced, we entered into Amendment No. 3 to Credit Agreement, dated April 30, 2025 (the “Third Credit Agreement Amendment”), by and among the Company, as borrower, the other Loan Parties (as defined herein) party thereto, as guarantors, Delta and the Agent (as defined herein), pursuant to which Delta extended the period during which the $100.0 million Revolving Credit Facility (as defined herein) is available to be drawn to September 20, 2026. As of each of June 30, 2025 and the date of this Quarterly Report, no amounts were outstanding under the Revolving Credit Facility.

Previous wording

Adjusted EBITDAR is included as a supplemental measure, because we believe it provides an alternate presentation to adjust for the effects of financing in general and the accounting effects of capital spending and acquisitions of aircraft, which may be acquired outright, acquired subject to acquisition debt, including under the

Current wording

Adjusted EBITDAR is included as a supplemental measure, because we believe it provides an alternate presentation to adjust for the effects of financing in general and the accounting effects of capital spending and acquisitions of aircraft, which may be acquired outright, acquired subject to acquisition debt, including under the Revolving Equipment Notes Facility, by capital lease or by operating lease, each of which may vary significantly between periods and results in a different accounting presentation.

Previous wording

(2)Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning the Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy.

Current wording

(2)Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning the Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy, as well as certain costs incurred associated with exiting legacy private jet models.

Previous wording

(3)For the three months ended March 31, 2024, includes charges for contract termination fees and employee separation programs as part of our cost reduction and strategic business initiatives.

Current wording

(3)Includes charges for contract termination fees and employee separation programs as part of our cost reduction and strategic business initiatives.

Previous wording

(4)For the three months ended March 31, 2024, consists of expenses associated with establishing our Member Operations Center located in the Atlanta, Georgia area (“Member Operations Center”) and its operations primarily including redundant operating expenses during the transition period, relocation expenses for employees and costs associated with onboarding new employees. The Atlanta Member Operations Center began operating on May 15, 2023, and related expenses concluded during the second quarter of 2024, approximately one year after operations began.

Current wording

(4)Consists of expenses associated with establishing our Member Operations Center located in the Atlanta, Georgia area (“Atlanta Member Operations Center”) and its operations primarily including redundant operating expenses during the transition period, relocation expenses for employees and costs associated with onboarding new employees. The Atlanta Member Operations Center began operating on May 15, 2023.

Previous wording

(5)For the three months ended March 31, 2024, consists of expenses incurred to execute the consolidation of our FAA operating certificates, primarily related to pilot training and retention programs, and consultancy fees associated with planning and implementing the consolidation process.

Current wording

(5)Consists of expenses incurred to execute the consolidation of our FAA operating certificates, primarily related to pilot training and retention programs, and consultancy fees associated with planning and implementing the consolidation process.

Previous wording

(6)For the three months ended March 31, 2025, primarily includes a $20.2 million non-cash, pre-tax right-of-use asset impairment charge associated with vacating our former New York City corporate office space for a smaller, centralized location and related on-going lease costs for the vacated space. For the three months ended March 31, 2024, includes (i) collections of certain aged receivables which were added back to Net loss in the reconciliation presented for the year ended December 31, 2022, which for the period presented above increased the Adjusted EBITDA loss, (ii) reserves and/or write-off of certain aged receivables associated with the aircraft management business divested on September 30, 2023 and (iii) expenses associated with ongoing litigation matters.

Current wording

(6)For the six months ended June 30, 2025, primarily includes a $20.2 million non-cash pre-tax right-of-use asset impairment charge associated with vacating our former New York City corporate office space for a smaller, centralized location and related on-going lease costs for the vacated space while we seek a sublease tenant. For the three and six months ended June 30, 2024, includes (i) collections of certain aged receivables which were added back to Net loss in the reconciliation presented for the twelve months ended December 31, 2022, (ii) reserves and/or write-off of certain aged receivables associated with the aircraft management business which was divested on September 30, 2023, (iii) expenses associated with ongoing litigation matters and (iv) amounts reserved during the second quarter of 2024 related to Parts and supplies inventory deemed in excess after revision of future business needs associated with strategic business initiatives.

Previous wording

(2)Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning the Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy.

Current wording

(2)Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning the Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy, as well as certain costs incurred associated with exiting legacy private jet models.

Previous wording

(3)For the three months ended March 31, 2024, consists of expenses associated with establishing the Atlanta Member Operations Center and its operations primarily including redundant operating expenses during the transition period, relocation expenses for employees and costs associated with onboarding new employees. The Atlanta Member Operations Center began operating on May 15, 2023.

Current wording

(4)Consists of expenses associated with establishing the Atlanta Member Operations Center and its operations primarily including redundant operating expenses during the transition period, relocation expenses for employees and costs associated with onboarding new employees. The Atlanta Member Operations Center began operating on May 15, 2023.

Previous wording

(4)For the three months ended March 31, 2024, consists of expenses incurred to execute the consolidation of our FAA operating certificates primarily including pilot training and retention programs and consultancy fees associated with planning and implementing the consolidation process.

Current wording

(5)Consists of expenses incurred to execute the consolidation of our FAA operating certificates, primarily including pilot training and retention programs and consultancy fees associated with planning and implementing the consolidation process.

Previous wording

(5)Consists of amounts recovered on Parts and supplies inventory reserved during prior periods related to Parts and supplies inventory deemed in excess after revision of future business needs associated with strategic business initiatives, including fleet modernization.

Current wording

(6)Consists of amounts recovered on Parts and supplies inventory reserved during prior periods related to Parts and supplies inventory deemed in excess after revision of future business needs associated with strategic business initiatives, including fleet modernization.

Previous wording

For the three months ended March 31, 2025, we changed the presentation of Completion Rate and On-Time Performance (D-60) to include wholesale flight activity, which we believe better aligns those publicly reported key operating metrics to certain information that we use internally to evaluate our operations, and also to better aligns such metrics to Live Flight Legs, which includes wholesale flights. Completion Rate and On-Time Performance (D-60) for the three months ended March 31, 2025 and 2024 reported in the table above includes wholesale flight activity, which was previously excluded from such key operating metrics in the Company’s filings with the SEC beginning with the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024 through and including the Annual Report. Completion Rate and On-Time Performance (D-60) reported in the Company’s previously filed Quarterly Report on Form 10-Q for the three months ended March 31, 2024, which excluded wholesale flight activity, were 98% and 87%, respectively.

Current wording

Beginning with the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, we changed the presentation of Completion Rate and On-Time Performance (D-60) to include wholesale flights, which we believe better aligns those metrics to information that we use internally to evaluate our operations and reported Live Flight Legs, which includes wholesale flights. Completion Rate and On-Time Performance (D-60) for the three and six months ended June 30, 2025 and 2024 reported in the table above includes wholesale flights, which were previously excluded from such metrics in the Company’s filings with the SEC beginning with the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024 through and including our Annual Report. Completion Rate and On-Time Performance (D-60) reported in the Company’s previously filed Quarterly Report on Form 10-Q for the three months ended June 30, 2024, which excluded wholesale flight activity, were 99% and 87%, respectively.

Previous wording

Cost of revenue decreased by $39.8 million, or 20%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease in cost of revenue was primarily driven by the impact of reduced headcount, including a $14.4 million decrease in employee compensation and allocable costs, $2.6 million reduction in travel expense and $0.7 million reduction in equity-based compensation expense. The decrease was also driven by the decrease in Flight and Other revenue. The decrease also reflects the absence of $1.4 million of expenses associated with setting up our Atlanta Member Operations Center, as well $1.0 million of expenses associated with our FAA certificate consolidation. The decreases were partially offset by a $1.8 million increase in expenses related to executing our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning the Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy.

Current wording

Cost of revenue decreased by $17.7 million, or 9%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. In addition to the general decrease attributable to the decrease in Flight revenue, the decrease in Cost of revenue was primarily driven by a $17.7 million reduction in employee compensation, including the absence of $3.7 million in restructuring charges in the second quarter of 2024, a $4.7 million decrease in aircraft lease costs and a $2.8 million decrease in non-cash charges related to the reserve for certain parts inventory deemed obsolete or in excess of forecasted demand for aircraft maintenance. The decrease was also driven by the absence of $2.4 million of FAA certificate consolidation-related expenses and $0.5 million of expenses associated with setting up our Atlanta Member Operations Center incurred in the second quarter of 2024. The decreases were partially offset by a $7.7 million increase in expenses related to executing our fleet modernization strategy, which primarily included expenses associated with adding Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft to our operations and related pilot training programs, as well as certain costs incurred associated with exiting legacy private jet models.

Previous wording

Adjusted Contribution Margin increased 1,160 basis points for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily attributable to the realization of cost savings as a result of restructuring actions taken during fiscal year 2024, as well as discrete cost optimization and operational efficiency measures. See“Non-GAAP Financial Measures” above for a definition of Adjusted Contribution Margin, information regarding our use of Adjusted Contribution Margin and a reconciliation of Gross margin and Adjusted Contribution Margin to Revenue.

Current wording

Adjusted Contribution Margin increased 440 basis points for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily attributable to the realization of cost savings as a result of restructuring actions taken during fiscal year 2024 and other discrete cost optimization and operational efficiency measures. See“Non-GAAP Financial Measures” above for a definition of Adjusted Contribution Margin, information regarding our use of Adjusted Contribution Margin and a reconciliation of Gross profit and Adjusted Contribution to Revenue.

Previous wording

Interest income increased $1.1 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by an increase in cash equivalents held in our money market fund.

Current wording

Interest income increased $0.6 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily driven by an increase in cash equivalents held in money market funds.

Previous wording

Interest expense increased $5.3 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily attributable to a $4.9 million increase in paid-in-kind interest expense associated with the Term Loan.

Current wording

Interest expense increased $5.4 million, or 33%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily attributable to paid-in-kind interest expense associated with the Term Loan (as defined below).

Previous wording

The decrease in Membership revenue was primarily driven by a 56% decrease in members year-over-year. The decrease in members was primarily as a result of the regionalization of our member programs and focus on profitable flying, as well as streamlining our membership offering.

Current wording

The decrease in Membership revenue was primarily driven by a decrease in members year-over-year as a result of streamlining our membership offering and shifting less frequent fliers to our charter offerings, but was partially offset by the impact of lower incentive discounts on memberships in the current period.

Previous wording

The decrease in Flight revenue was primarily driven by a 7% reduction in Live Flight Legs year-over-year, resulting in an $11.0 million reduction to Flight revenue, partially offset by a 5% increase in Flight Revenue per Live Flight Leg, resulting in a $7.7 million increase to Flight revenue primarily due to our focus on more profitable flying.

Current wording

The decrease in Flight revenue was primarily driven by a $22.3 million reduction attributable to a 7% decrease in Live Flight Legs year-over-year, which was partially offset by a $13.6 million increase attributable to a 5% increase in Flight Revenue per Live Flight Leg as a result of a greater mix of flights on larger and premium cabins generally associated with higher hourly rates.

Previous wording

Technology and development expenses decreased by $0.6 million, or 5%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily attributable to a $0.6 million decrease in IT expenses due to reduced spend on software.

Current wording

Technology and development expenses decreased by $1.7 million, or 8%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily attributable to a $1.6 million decrease in IT expenses, including reduction in spend for software and software licensing as a result of cost optimization actions.

Previous wording

Sales and marketing expenses increased by $0.7 million, or 3%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily attributable to a $2.7 million increase in employee compensation and allocable costs driven by higher headcount. This increase was partially offset by the absence of a $1.6 million one-time charge associated with terminating a consultancy agreement during the three months ended March 31, 2024 and a $0.5 million reduction in other marketing related expenses.

Current wording

Sales and marketing expenses increased by $3.6 million, or 8%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily attributable to a $3.6 million increase in employee compensation and allocable costs due to increased headcount and a $2.6 million increase in advertising, media and marketing events-related spend. The increases were partially offset by the absence of a $1.6 million one-time charge to terminate a consultancy agreement during the first quarter of 2024 and a $1.1 million reduction in spend on marketing flights and partnership-related expenses.

Previous wording

General and administrative expenses increased by $20.6 million, or 57%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by a $20.2 million non-cash, pre-tax right-of-use asset impairment charge associated with vacating our former New York City corporate office space in the first quarter of 2025 (see Note 8, Leases of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report) and an increase of $1.9 million in stock compensation attributable to the Executive Performance Plans (as defined in Note 9, Stockholder’s Equity and Equity-Based Compensation of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report). The increases were partially offset by the absence of a $1.3 million charge to bad debt expense associated with certain aged receivables related to the aircraft management business recorded during the three months ended March 31, 2024.

Current wording

General and administrative expenses increased by $14.9 million, or 21%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by a by a one-time $20.2 million non-cash, pre-tax right-of-use asset impairment charge associated with vacating our former New York City corporate office space during the three months ended March 31, 2025 (see Note 8). This increase was partially offset by a $3.5 million decrease in equity-based compensation expense attributable to the Executive Performance Plans (as defined in Note 9), the absence of a $1.3 million charge to bad debt expense associated with certain aged receivables related to the aircraft management business recorded during first quarter of 2024, a $1.1 million reduction in consulting spend and the absence of $1.0 million in spend related to strategic planning activities in the prior year period.

Previous wording

Depreciation and amortization expenses increased $4.8 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by increased amortization of capitalized software and a one-time impairment of certain leasehold improvements and furniture and fixtures associated with vacating our former New York City corporate office space (see Note 8, Leases of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report).

Current wording

Depreciation and amortization expenses increased $2.7 million, or 9%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by a one-time impairment of certain leasehold improvements and furniture and fixtures associated with vacating our former New York City corporate office space (see Note 8, Leases of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report).

Previous wording

Our principal sources of liquidity have historically consisted of financing activities, including proceeds from debt financing transactions, and operating activities, primarily from deferred revenue associated with the sale of Membership Funds. As of March 31, 2025, we had $171.8 million of Cash and cash equivalents and $35.2 million of Restricted cash, and our long-term debt obligations consisted primarily of approximately $308.9 million aggregate principal amount outstanding of Revolving Equipment Notes (as defined below), the Term Loan (as defined below) in the aggregate principal amount of approximately $456.9 million (including capitalized paid-in-kind interest) and the Credit Support Premium (as defined below) portion of the Revolving Credit Facility (as defined below) in the aggregate principal amount of $3.1 million. In addition, we had a working capital deficit of $626.6 million as of March 31, 2025 and Net cash used in operating activities was $47.9 million for the three months ended March 31, 2025. See the caption titled “Our obligations in connection with our contractual agreements, including operating leases and debt financing obligations, could impair our liquidity and thereby harm our business, results of operations and financial condition” in Part I, Item 1A “Risk Factors” in our Annual Report for more information about our contractual obligations.

Current wording

Our principal sources of liquidity have historically consisted of financing activities, including proceeds from debt financing transactions, and operating activities, primarily from deferred revenue associated with the sale of Membership Funds. As of June 30, 2025, we had $107.0 million of Cash and cash equivalents and $34.2 million of Restricted cash, and our long-term debt obligations consisted primarily of approximately $300.1 million aggregate principal amount outstanding of Revolving Equipment Notes (as defined below) and approximately $470.4 million aggregate principal amount outstanding under the Term Loan (as defined below), inclusive of capitalized paid-in-kind interest and approximately $5.1 million aggregate principal amount outstanding in connection with the Credit Support Premium (as defined below) portion of the Revolving Credit Facility (as defined below). In addition, we had a working capital deficit of $668.5 million as of June 30, 2025, and Net cash used in operating activities was $110.8 million for the six months ended June 30, 2025. See the caption titled “Our obligations in connection with our contractual agreements, including operating leases and debt financing obligations, could impair our liquidity and thereby harm our business, results of operations and financial condition” in Part I, Item 1A “Risk Factors” in our Annual Report for more information about our contractual obligations.

Previous wording

The Revolving Equipment Notes mature on November 13, 2029 (the “Revolving Equipment Notes Maturity Date”). The Revolving Equipment Notes bear interest at the variable rate of the then applicable three-month secured overnight funds rate (“SOFR”) plus 1.75% per annum from the Initial Revolving Equipment Notes Closing Date to the end of the Availability Period, SOFR plus 2.25% immediately after the end of the Availability Period to November 13, 2028, and SOFR plus 2.75% from November 13, 2028 to the Revolving Equipment Notes Maturity Date, with annual amortization of principal amount equal to 10% per annum from the Initial Revolving Equipment Notes Closing Date through the end of the Availability Period and 12% per annum thereafter. Interest on the Equipment Notes is payable quarterly on each February 15, May 15, August 15 and November 15 of each year, which began on February 15, 2025, and on the Revolving Equipment Notes Maturity Date. Principal payments on the Revolving Equipment Notes are scheduled for payment on the same dates as interest payments. WUP LLC must also pay a customary commitment fee on unused amounts available to be borrowed under the Revolving Equipment Note Facility.

Current wording

In November 2024, Wheels Up Partners LLC, an indirect subsidiary of the Company (“WUP LLC”), entered into a Note Purchase Agreement, dated as of November 13, 2024 (the “Initial Revolving Equipment Notes Closing Date” and such agreement, the “2024 Note Purchase Agreement”), with Wilmington Trust, National Association, as subordination agent and trustee, and Wheels Up Class A-1 Loan Trust 2024-1, a Delaware statutory trust (the “2024-1 Trust”), which provides for the revolving issuance from time to time by WUP LLC of Series A-1 equipment notes (the “Revolving Equipment Notes”) in an aggregate principal amount up to $332.0 million (the “Revolving Equipment Notes Facility”). The Revolving Equipment Notes mature on November 13, 2029 (the “Revolving Equipment Notes Maturity Date”). The Revolving Equipment Notes bear interest at the variable rate of the then applicable three-month secured overnight funds rate (“SOFR”) plus 1.75% per annum on and after the Initial Revolving Equipment Notes Closing Date and to November 13, 2027 (the “Availability Period”), SOFR plus 2.25% immediately after the end of the Availability Period to November 13, 2028, and SOFR plus 2.75% from November 13, 2028 to the Revolving Equipment Notes Maturity Date, with annual amortization of principal amount equal to 10% per annum through the end of the Availability Period and 12% per annum thereafter to the Revolving Equipment Notes Maturity Date. Interest on the Revolving Equipment Notes is payable quarterly on February 15, May 15, August 15 and November 15 of each year, which began on February 15, 2025, and on the Revolving Equipment Notes Maturity Date. Principal payments on the Revolving Equipment Notes are scheduled for payment on the same dates as interest payments. WUP LLC must also pay a customary commitment fee on unused amounts available to be borrowed under the Revolving Equipment Note Facility.

Previous wording

In November 2024, WUP LLC entered into a Note Purchase Agreement, dated as of November 13, 2024 (the “Initial Revolving Equipment Notes Closing Date” and such agreement, the “2024 Note Purchase Agreement”), with 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 (the “2024-1 Trust”), which provides for a Revolving Equipment Notes Facility in an aggregate principal amount up to $332.0 million, of which approximately $331.3 million aggregate principal amount was funded and issued on the Initial Revolving Equipment Notes Closing Date. Pursuant to the 2024 Note Purchase Agreement, any amounts of principal repaid by WUP LLC during the Availability Period, either through regular principal amortization payments or from the early redemption of principal amounts related to any aircraft secured by the Revolving Equipment Notes Facility, will become available to be reborrowed by WUP LLC for the purchase of additional aircraft to be secured by such facility during the Availability Period, subject to certain conditions. WUP LLC may redeem any Revolving Equipment Note in connection with the sale of an aircraft that constitutes Revolving Equipment Notes Collateral (as defined below) or otherwise, at any time, and is not required to pay any prepayment premiums in connection with such early redemptions.

Current wording

Pursuant to the 2024 Note Purchase Agreement, any amounts of principal repaid by WUP LLC prior to the Availability Period, either through regular principal amortization payments or from the early redemption of principal amounts related to any aircraft secured by the Revolving Equipment Notes Facility, will become available to be reborrowed by WUP LLC for the purchase of additional aircraft to be secured by such facility during the Availability Period, subject to certain conditions. WUP LLC may redeem any Revolving Equipment Note in connection with the sale of an aircraft that constitutes Revolving Equipment Notes Collateral (as defined in Note 6, Long-Term Debt in the Notes to Condensed Consolidated Financial Statements) or otherwise, at any time, and is not required to pay any prepayment premiums in connection with such early redemptions. During the six months ended June 30, 2025, WUP LLC redeemed in-full the Revolving Equipment Notes for six aircraft, which reduced the aggregate principal amount outstanding under the Revolving Equipment Notes Facility by $20.9 million, and issued new Revolving Equipment Notes for two aircraft in the aggregate principal amount of $19.6 million. As of June 30, 2025, approximately $300.1 million aggregate principal amount of Revolving Equipment Notes were outstanding, approximately $31.2 million was available to be borrowed under the Revolving Equipment Notes Facility to fund future aircraft acquisitions and the carrying value of the 92 aircraft that were subject to first-priority liens under outstanding Revolving Equipment Notes was $298.8 million.

Previous wording

Delta agreed to provide 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 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 that is available to be borrowed by the Company from time to time under the 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 Note Facility and the termination of Delta’s obligation to provide credit support for the Revolving Equipment Notes Facility. See Note 6, Long-Term Debt in the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report for more information about the Credit Support Premium.

Current wording

In connection with the initial closing of the Revolving Equipment Notes Facility, Delta agreed to provide 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 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 available to be borrowed by the Company from time to time under the 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 Note Facility and the termination of Delta’s obligation to provide credit support for the Revolving Equipment Notes Facility.

Previous wording

The Company is party to a Credit Agreement, dated as of September 20, 2023 (as amended by Amendment No. 1 thereto, dated as of November 15, 2023, as further amended by Amendment No. 2 thereto, dated as of November 13, 2024, and as further amended by the Third Credit Agreement Amendment, the “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, Cox Investment Holdings LLC and certain other lenders party thereto from time to time (collectively, the “Lenders”), and U.S. Bank Trust Company, N.A., as administrative agent for the Lenders and as collateral agent for the secured parties (the “Agent”), pursuant to which as of March 31, 2025 (i) the Lenders provided a term loan facility (the “Term Loan”) in the aggregate original principal amount of $390.0 million and (ii) Delta has provided a commitment for a revolving loan facility (the “Revolving Credit Facility” and together with the Term Loan, the “Credit Facility”) in the aggregate original principal amount of $100.0 million, which remains available to be drawn through September 20, 2026.

Current wording

The Company is party to a Credit Agreement, dated as of September 20, 2023 (as amended by Amendment No. 1 thereto, dated as of November 15, 2023, as further amended by Amendment No. 2 thereto, dated as of November 13, 2024, and as further amended by the Third Credit Agreement Amendment, the “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, Cox Investment Holdings LLC and certain other lenders party thereto from time to time (collectively, the “Lenders”), and U.S. Bank Trust Company, N.A., as administrative agent for the Lenders and as collateral agent for the secured parties (the “Agent”), pursuant to which as of June 30, 2025 (i) the Lenders have provided a term loan facility (the “Term Loan”) in the aggregate original principal amount of $390.0 million and (ii) Delta has provided a commitment for a revolving loan facility (the “Revolving Credit Facility” and together with the Term Loan, the “Credit Facility”) in the aggregate original principal amount of $100.0 million, which remains available to be drawn through September 20, 2026.

Previous wording

The scheduled maturity date for the Term Loan is September 20, 2028, and for the Revolving Credit Facility, is the earlier of September 20, 2028 and the first date after September 20, 2026 on which all borrowings under the Revolving Credit Facility have been repaid, subject in each case to earlier termination upon the occurrence and continuation of an event of default. Interest on the Term Loan and any borrowings under the Revolving Credit Facility (each, a “Loan” and, collectively, the “Loans”) accrues at a rate of 10% per annum on the unpaid principal balance of the Loans then outstanding. Accrued interest on each loan is payable-in-kind as compounded interest and capitalized to the principal amount of the applicable Loan on the last day of each of March, June, September and December and the applicable maturity date.

Current wording

The scheduled maturity date for the Term Loan is September 20, 2028, and the scheduled maturity date for the Revolving Credit Facility is the earlier of September 20, 2028 and the first date after September 20, 2026 on which all amounts owed under the Revolving Credit Facility have been repaid, subject in each case to earlier termination upon acceleration or termination of any obligations upon the occurrence and continuation of an event of default. Interest on the Term Loan and any borrowings under the Revolving Credit Facility (each, a “Loan” and, collectively, the “Loans”) accrues at a rate of 10% per annum on the unpaid principal balance of the Loans then outstanding. Accrued interest on each Loan is payable-in-kind as compounded interest and capitalized to the principal amount of the applicable Loan on the last day of each of March, June, September and December each year, and the applicable maturity date.

Previous wording

As part of the Credit Facility, Delta has provided a commitment for the Revolving Credit Facility in the aggregate original principal amount of $100.0 million under the Credit Agreement. The $100.0 million commitment from Delta is separate and apart from the portion with respect to the Credit Support Premium. The Company may request to make borrowings under the Revolving Credit Facility at any time through September 20, 2026 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 Credit Agreement) will not exceed $100.0 million. The Company generally must promptly repay any borrowings under the Revolving Credit Facility prior to maturity as follows: (i) at any time prior to September 20, 2026, to the extent the Unrestricted Cash Amount (as defined in the Credit Agreement) is greater than $100.0 million and (ii) on or after September 20, 2026 but prior to maturity, to the extent that the Unrestricted Cash Amount (as defined in the Credit Agreement) is greater than $125.0 million and if Consolidated Cash Flow (as defined in the Credit Agreement) has been positive for any fiscal quarter since September 20, 2023. As of each of March 31, 2025 and the date of this Annual Report, no amounts were outstanding under the Revolving Credit Facility with respect to Delta’s $100.0 million commitment.

Current wording

As part of the Credit Facility, Delta has provided a commitment for the Revolving Credit Facility in the aggregate original principal amount of $100.0 million under the Credit Agreement. The $100.0 million commitment from Delta is separate and apart from the portion with respect to the Credit Support Premium. The Company may request to make borrowings under the Revolving Credit Facility at any time through September 20, 2026 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 Credit Agreement) will not exceed $100.0 million. The Company generally must promptly repay any borrowings under the Revolving Credit Facility prior to maturity as follows: (i) at any time prior to September 20, 2026, to the extent the Unrestricted Cash Amount (as defined in the Credit Agreement) is greater than $100.0 million and (ii) on or after September 20, 2026 but prior to maturity, to the extent that the Unrestricted Cash Amount (as defined in the Credit Agreement) is greater than $125.0 million and if Consolidated Cash Flow (as defined in the Credit Agreement) has been positive for any fiscal quarter since September 20, 2023. As of each of June 30, 2025 and the date of this Quarterly Report, no amounts were outstanding under the Revolving Credit Facility with respect to Delta’s $100.0 million commitment.

Previous wording

The following table summarizes our cash flows for each of the three months ended March 31, 2025 and 2024 (in thousands):

Current wording

The following table summarizes our cash flows for each of the six months ended June 30, 2025 and 2024 (in thousands):

Previous wording

The cash outflow from operating activities consisted of our Net loss during the respective periods, net of non-cash items of $61.5 million and $34.3 million during the three months ended March 31, 2025 and 2024, respectively, and the balance from a decrease in net operating assets and liabilities. During the three months ended March 31, 2025, we sold $133.0 million of Membership Funds compared to $114.0 million during the three months ended March 31, 2024. Membership Funds are generally non-refundable cash deposits that are accounted for as Deferred revenue until the time at which they are used by members or customers in accordance with the terms applicable to such Membership Fund.

Current wording

The cash outflow from operating activities consisted of our Net loss during the respective periods, net of non-cash items of $93.8 million and $79.5 million during the six months ended June 30, 2025 and 2024, respectively, and the balance from a general decrease in net operating assets and liabilities. During the six months ended June 30, 2025, we sold $260.0 million of Membership Funds, which was relatively consistent with the $258.6 million of Membership Funds sold during the six months ended June 30, 2024. Membership Funds are generally non-refundable cash deposits that are accounted for as Deferred revenue until the time at which they are used by members or customers in accordance with the terms applicable to such Membership Fund.

Previous wording

The cash inflow from investing activities during the three months ended March 31, 2025 was primarily attributable to $33.0 million in proceeds from sales of aircraft that were classified as held for sale. The inflows were partially offset by cash outflows of $18.0 million for capital expenditures and $3.3 million of capitalized software development costs.

Current wording

The cash inflow from investing activities during the six months ended June 30, 2025 was primarily attributable to $55.1 million in proceeds from sales of aircraft that were classified as held for sale. The inflows were partially offset by cash outflows of $36.4 million for capital expenditures, including $5.9 million of capitalized software development costs.

Previous wording

The cash outflow from financing activities was primarily attributable to the repayments of long-term debt of $18.5 million, partially offset by the issuance of a new Revolving Equipment Note for one aircraft in the aggregate principal amount of $9.9 million.

Current wording

The cash outflow from financing activities was primarily attributable to the prepayments of long-term debt of $36.9 million, partially offset by the issuance of new Revolving Equipment Notes for two aircraft in the aggregate principal amount of $19.6 million.

Previous wording

As of March 31, 2025, our principal ongoing commitments consisted of contractual cash obligations to pay principal and interest payments under the Revolving Equipment Notes, principal and accrued interest under the Credit Agreement when due at maturity (including any amounts in respect of the Credit Support Premium), operating leases for certain controlled aircraft, leased facilities, including our corporate headquarters, other office space and operational facilities, such as hangars and maintenance facilities, trade payables and ordinary course arrangements involving our obligation to provide future services for which we have already received deferred revenue. For further information about the foregoing obligations and commitments, see the following Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report: Note 2, Revenue; Note 6, Long-Term Debt; and Note 8, Leases. In addition, the Board approved a $10.0 million stock repurchase program on April 30, 2025, under which management has the discretion to purchase shares of Common Stock from time to time. Any open order or executory contract to acquire shares of Common Stock in the future would represent a cash contractual commitment by the Company to the extent it is not cancelled prior to trade execution.

Current wording

As of June 30, 2025, our principal ongoing commitments consisted of contractual cash obligations to pay principal and interest payments under the Revolving Equipment Notes, principal and accrued interest under the Credit Agreement when due at maturity (including any amounts in respect of the Credit Support Premium), operating leases for certain controlled aircraft, leased facilities, including our corporate headquarters, other office space and operational facilities, such as hangars and maintenance facilities, trade payables and ordinary course arrangements involving our obligation to provide future services for which we have already received deferred revenue. For further information about the foregoing obligations and commitments, see the following Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report: Note 2, Revenue; Note 6, Long-Term Debt; and Note 8, Leases. In addition, the $10.0 million Share Repurchase Program gives management the discretion to purchase shares of Common Stock from time to time, and any open order or executory contract to acquire shares of Common Stock in the future would constitute a cash contractual commitment by the Company to the extent it is not cancelled prior to trade execution.

Previous wording

To execute our fleet modernization strategy, we will need to, among other things, strategically acquire aircraft, whether by purchasing aircraft, entering into aircraft leases with third parties or acquiring the businesses of other private aviation operators, sell current owned aircraft and return certain current leased aircraft. This strategy is expected to be capital intensive and will require significant internal and external resources to achieve. As of the date of this Quarterly Report, we expect that we will fund any obligations or commitments in connection with our fleet modernization strategy using cash and cash equivalents on hand, including cash received in connection with any sales of our owned aircraft, operating cash flows and amounts available to be borrowed under the Revolving Equipment Notes Facility. In the future, we may also seek to fund our fleet modernization strategy with proceeds from additional financing or refinancing transactions, such as new debt or equity financings, asset sales or other strategic transactions. See “Our Fleet Modernization Strategy” above and the caption titled “We may be unable to execute our fleet modernization strategy on the timeline that we currently anticipate or may fail to realize the expected benefits from such strategy, which may adversely impact our business, prospects, operations, results of operations and financial condition” in Part I, Item 1A “Risk Factors” in our Annual Report for more information about our fleet modernization strategy.

Current wording

To execute our fleet modernization strategy, we will need to, among other things, strategically acquire aircraft, which may include purchasing or leasing aircraft or acquiring other private aviation operators, and sell current owned aircraft or return certain current leased aircraft. This strategy is expected to be capital intensive and will require significant internal and external resources over the multi-year transition period to achieve. As of the date of this Quarterly Report, we expect that we will fund any obligations or commitments in connection with our fleet modernization strategy using cash and cash equivalents on hand, including cash received in connection with any sales of our owned aircraft, operating cash flows and amounts available to be borrowed under the Revolving Equipment Notes Facility. In the future, we may also seek to fund our fleet modernization strategy with proceeds from additional financing or refinancing transactions, such as new debt or equity financings, asset sales or other strategic transactions. See “Our Fleet Modernization Strategy & Progress Update” above and the caption titled “We may be unable to execute our fleet modernization strategy on the timeline that we currently anticipate or may fail to realize the expected benefits from such strategy, which may adversely impact our business, prospects, operations, results of operations and financial condition” in Part I, Item 1A “Risk Factors” in our Annual Report for more information about our fleet modernization strategy.