up-20260731
0001819516FALSE00018195162026-07-312026-07-31

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
 CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of Report (Date of earliest event reported): July 31, 2026
WHEELS UP EXPERIENCE INC.
(Exact name of registrant as specified in its charter)
Delaware001-3954198-1617611
(State or other jurisdiction(Commission(I.R.S. Employer
of incorporation)File Number)Identification No.)
2135 American Way
Chamblee, Georgia
30341
(Address of principal executive offices)(Zip Code)
(212) 257-5252
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Class A common stock, $0.0001 par value per shareUPNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 1.01     Entry into a Material Definitive Agreement.
As previously disclosed by Wheels Up Experience Inc. (the “Company”) in filings with the U.S. Securities and Exchange Commission (“SEC”), 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, as further amended by Amendment No. 3 thereto, dated as of April 30, 2025, and as further amended by Amendment No. 4 thereto, dated as of May 29, 2026, the “Existing 2023 Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors (collectively with the Company, the “Loan Parties”), the lenders from time to time party thereto, and U.S. Bank Trust Company, N.A., as administrative agent for the lenders and as collateral agent for the secured parties (the “Agent”), which provides for a term loan facility in the aggregate original principal amount of $390.0 million that was fully funded as of November 15, 2023, and commitments for a revolving loan facility provided by Delta Air Lines, Inc. (“Delta”) in the aggregate original principal amount of $100.0 million (the “2023 Revolving Credit Facility”).
On July 31, 2026 (the “Amendment Date”), the Company entered into Amendment No. 5 to Credit Agreement (the “Credit Agreement Amendment” and, together with the Existing 2023 Credit Agreement, the “2023 Credit Agreement”), by and among the Company, as borrower, the other Loan Parties party thereto, as guarantors, Delta and the Agent, pursuant to which, among other things, Delta extended the period during which the 2023 Revolving Credit Facility will continue to be available to be drawn by two additional years, to September 20, 2028. The Credit Agreement Amendment did not amend the amount of Delta’s $100.0 million commitment under the 2023 Revolving Credit Facility or any of the events of default or covenants, collateral provisions, terms related to existing borrowings and repayments, or amounts borrowed or existing commitment amounts under the 2023 Credit Agreement.
As of the Amendment Date: (i) Delta beneficially owned approximately 36.3% of the outstanding shares of the Company’s Class A common stock, $0.0001 par value per share (“Common Stock”), of which any shares in excess of 29.9% of shares of Common Stock entitled to vote at any annual meeting of the Company’s stockholders that are held by Delta will be neutral shares with respect to voting rights; and (ii) Delta was a lender under the 2023 Credit Agreement and certain other debt obligations of the Company, and was a party to certain other agreements concerning the governance of the Company and certain commercial arrangements, as disclosed under the heading “Related Person Transactions with Holders of More than 5% of Our Voting Stock” in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 24, 2026, and in Items 1.01 and 2.03 of each of the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2026 and Current Report on Form 8-K filed with the SEC on June 1, 2026. The Credit Agreement Amendment and the transactions contemplated thereby involving Delta were unanimously approved by the disinterested, independent members of the Company’s Board of Directors.
The preceding description of the Credit Agreement Amendment is a summary of its material terms, does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.
Item 2.02    Results of Operations and Financial Condition.
On August 4, 2026, the Company issued a press release and investor letter announcing its financial results for the three months ended June 30, 2026. The full text of the press release and investor letter are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report and are incorporated by reference herein.
The information in Item 2.02 of this Current Report and Exhibits 99.1 and 99.2 is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.


Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 with respect to the Credit Agreement Amendment is incorporated by reference herein.
Item 9.01    Financial Statements and Exhibits.
 (d)    Exhibits.
Exhibit NumberDescription
10.1*
99.1**
99.2**
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
__________
*    Filed herewith.
**    Furnished herewith.


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
WHEELS UP EXPERIENCE INC.
Date: August 4, 2026
By:/s/ George Mattson
Name:George Mattson
Title:Chief Executive Officer


Exhibit 10.1
Execution Version
AMENDMENT NO. 5 TO CREDIT AGREEMENT
This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”), dated as of July 31, 2026, is by and among WHEELS UP EXPERIENCE INC., a Delaware corporation (the “Borrower”), each other Loan Party that is a party hereto, DELTA AIR LINES, INC. (“Delta”), and U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely as administrative agent for the Lenders (together with its permitted successors in such capacity, the “Administrative Agent”).
WHEREAS, reference is hereby made to that certain Credit Agreement, dated as of September 20, 2023 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”, and the Credit Agreement, as further amended by this Amendment, the “Amended Credit Agreement”), among the Borrower, the guarantors party thereto from time to time, each of the several banks and other institutions or entities from time to time party thereto as a lender (the “Lenders”), the Administrative Agent and U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely as collateral agent for the Secured Parties (together with its permitted successors, in such capacity, the “Collateral Agent”); and
WHEREAS, Delta and the Borrower desire to extend the Revolving Availability Period, which pursuant to Section 2.24 of the Credit Agreement shall be effected by an amendment agreement executed by the Borrower, the Administrative Agent and Delta, as the Revolving Lender making such extended Revolving Commitment, in form and substance satisfactory to Delta, and that will become effective on the Amendment Effective Date (as defined herein) on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the Amended Credit Agreement are used herein as therein defined.
SECTION 2.Amendment. As of the Amendment Effective Date, the definition of the defined term “Revolving Availability Period” set forth in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced as follows:
““Revolving Availability Period” shall mean the period from and including the Closing Date to but excluding September 20, 2028; provided that, notwithstanding anything to the contrary in this Agreement, the PIK Loans shall continue to be available until the Revolving Facility Termination Date.”

SECTION 3.Effectiveness. This Amendment shall become effective as of the date (the “Amendment Effective Date”) on which each of the following conditions has been satisfied or waived:
(a)the Administrative Agent shall have received from (i) the Borrower, (ii) each other Loan Party and (iii) Delta, duly executed counterparts of this Amendment;


(b)on or prior to the Amendment Effective Date, the Borrower shall have paid all reasonable out-of-pocket costs and expenses of the Administrative Agent and Delta required to be paid or reimbursed by the Borrower in connection with the preparation, negotiation, execution and delivery of this Amendment and related documentation (including, in each case, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and Delta with respect thereto), in each case, for which invoices have been presented (including the reasonable fees and expenses of legal counsel) on or before the date that is one (1) Business Day prior to the Amendment Effective Date;
(c)Delta shall have received a certificate of a Financial Officer, dated the Amendment Effective Date, confirming the satisfaction of the conditions precedent set forth in clauses (d) and (e) below;
(d)both before and after giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing; and
(e)the representations and warranties set forth or referred to in Section 4 of this Amendment shall be true and correct as set forth therein.
SECTION 4.Representations and Warranties. Each Loan Party hereby represents and warrants that, immediately before and after giving effect to the provisions of this Amendment, the following statements are true and correct:
(a)the execution and delivery of this Amendment and the performance of all such Loan Party’s obligations under this Amendment, the Amended Credit Agreement and the other Loan Documents to which such Loan Party is a party have been duly authorized by all necessary corporate or other organizational action on the part of such Loan Party;
(b)this Amendment has been duly executed and delivered by such Loan Party and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity; and
(c)both before and after giving effect to this Amendment and the transactions contemplated hereby on the Amendment Effective Date, the representations and warranties of (i) such Loan Party contained in Article 3 of the Credit Agreement and (ii) such Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall in each case be true and correct in all material respects on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; provided that any representation or warranty that is qualified by materiality or “Material Adverse Effect” shall be true and correct in all respects.
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SECTION 5.Effect of Amendment.
(a)Except as expressly set forth herein, this Amendment shall not (i) by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent under the Credit Agreement or any other Loan Document and (ii) alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the existing Credit Agreement or any other provision of the existing Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to consent to, or constitute a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
(b)From and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Amended Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement, the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement).
(c)For the avoidance of doubt, Delta hereby irrevocably waives the fifteen (15) Business Day prior written notice requirement set forth in Section 2.24(a) of the Credit Agreement.
SECTION 6.Reaffirmation. Notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, each Loan Party (i) acknowledges and agrees that, (A) each Loan Document to which it is a party is hereby confirmed and ratified and shall remain in full force and effect according to its respective terms (in the case of the Credit Agreement, as amended hereby) and (B) the Collateral Documents do, and all of the Collateral does, and in each case shall continue to, secure the payment of all Obligations on the terms and conditions set forth in the Collateral Documents, and each Loan Party hereby ratifies the security interests granted by it pursuant to the Collateral Documents and (ii) to the extent applicable, hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Guaranty set forth in Article 9 of the Credit Agreement.
SECTION 7.Miscellaneous Provisions. The provisions of Sections 10.01, 10.03, 10.04, 10.05, 10.09, 10.10, 10.11, 10.12, 10.15, 10.16, 10.17, 10.18, 10.19 and 10.20 of the Amended Credit Agreement shall apply with like effect as to this Amendment.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
WHEELS UP EXPERIENCE INC.,
as Borrower
By: /s/ John Verkamp    
Name:    John Verkamp
Title:    Chief Financial Officer

AIR PARTNER AVIATION SERVICES LIMITED,
as a Guarantor
By: /s/ Mark Briffa    
Name:    Mark Briffa
Title:    Director
AIR PARTNER INTERNATIONAL GMBH,
as a Guarantor
By: /s/ Mark Briffa    
Name:    Mark Briffa
Title:    Director
AIR PARTNER GROUP LIMITED,
as a Guarantor
By: /s/ Mark Briffa    
Name:    Mark Briffa
Title:    Director
AIR PARTNER LIMITED,
as a Guarantor
By: /s/ John Verkamp    
Name:    John Verkamp
Title:    Director
Signature Page to
Amendment No. 5 to Credit Agreement

AIR PARTNER LLC,
as a Guarantor
By: /s/ John Verkamp    
Name:    John Verkamp
Title:    Chief Financial Officer
AVIANIS SYSTEMS LLC,
as a Guarantor
By: /s/ John Verkamp    
Name:    John Verkamp
Title:    Chief Financial Officer
WHEELS UP BLOCKER SUB LLC,
as a Guarantor
By: /s/ John Verkamp    
Name:    John Verkamp
Title:    Chief Financial Officer
WHEELS UP PARTNERS HOLDINGS LLC,
as a Guarantor
By: /s/ John Verkamp    
Name:    John Verkamp
Title:    Chief Financial Officer
WHEELS UP PARTNERS LLC,
as a Guarantor
By: /s/ John Verkamp    
Name:    John Verkamp
Title:    Chief Financial Officer
Signature Page to
Amendment No. 5 to Credit Agreement

WHEELS UP PRIVATE JETS LLC,
as a Guarantor
By: /s/ John Verkamp    
Name:    John Verkamp
Title:    Chief Financial Officer
WHEELS UP TOA HOLDINGS LLC,
as a Guarantor
By: /s/ John Verkamp    
Name:    John Verkamp
Title:    Chief Financial Officer
WHEELS UP UK LIMITED,
as a Guarantor
By: /s/ John Verkamp    
Name:    John Verkamp
Title:    Director

Signature Page to
Amendment No. 5 to Credit Agreement

Delta Air Lines, Inc.,
as Revolving Lender
By: /s/ Kenneth W. Morge II    
Name:    Kenneth W. Morge II
Title:    Senior Vice President – Finance & Treasurer
Signature Page to
Amendment No. 5 to Credit Agreement

U.S. BANK TRUST COMPANY, N.A., not in its individual capacity, but solely as Collateral Agent and Administrative Agent
By: /s/ James A. Hanley    
Name:    James A. Hanley
Title:     Senior Vice President
Signature Page to
Amendment No. 5 to Credit Agreement

Exhibit 99.1
image_0a.jpg
Wheels Up Announces Second Quarter Results
Premium fleet and Signature Membership growth continue to drive commercial, operational and financial progress
Over 100 Brand Days with zero cancellations year-to-date, marking a new reliability milestone
Multi-year extension of Delta’s $100M revolving credit facility commitment reflects continued support from lead investor group

ATLANTA – August 4, 2026 – Wheels Up Experience Inc. (NYSE:UP) today announced financial results for the second quarter of 2026. Highlights of the quarter, including GAAP results, non-GAAP financial measures and key operating metrics, are on pages three to five and incorporated herein.

Commentary from Wheels Up’s Chief Executive Officer George Mattson about the Company’s financial and operating results for the second quarter of 2026 is included in an Investor Letter that can be found on Wheels Up’s Investor Relations website at https://investors.wheelsup.com.

Second Quarter 2026 Results
•GAAP Revenue of $182.0 million, a reduction of 4% year over year, driven primarily by the disposition of non-core services businesses in 2025. Private jet Flight revenue was flat for the quarter, as demand more than doubled for premium aircraft with the controlled fleet of Phenoms and Challengers expanding from 22 to 40 year over year, offsetting legacy fleet retirements.
•Total Gross Bookings (the total gross spend on private jet flight services, including private jet charter, group charter and cargo services) of $241.8 million, down 8% year over year, primarily reflecting lower U.S. private jet charter volume driven by transitory process and technology inefficiencies from our sales force transformation.
•Gross profit of $9.6 million improved by $7 million versus the prior year period, with results impacted by approximately $5 million of business transformation-related expenses. Net loss of $107 million, or $(2.97) per share, increased by $25 million versus the prior year period, primarily due to a combined $13 million increase in interest expense and aircraft lease costs, along with a $13 million non-cash impairment charge associated with the legacy fleet retirement.
•Adjusted Contribution of $22.5 million, a 2% decline from the prior year period, and Adjusted Contribution Margin of 12.4%, versus 12.2% in the prior year period. The Company estimates approximately 6 points of year-over-year margin pressure came from the prior year sale of non-core services businesses (~4 points) and transitory inefficiencies from the ongoing business transformation (~2 points).
•Adjusted EBITDAR loss of $19.9 million, a 27% improvement compared to the prior year period, driven by the streamlined fleet of Phenoms and Challengers that produced a 20% increase in Utility in the second quarter of 2026.

“Wheels Up made meaningful progress this quarter, completing our fleet modernization, reaching record levels of operational reliability, strengthening our Delta partnership, and building momentum with our Signature Membership,” said George Mattson, Wheels Up Chief Executive Officer. “The entire Wheels Up team is focused on delivering a great experience for our customers while also making the business more efficient, scalable and profitable. With the legacy fleet transition behind us and technology investments like BrokerOS expected to drive growth in our charter business, we enter the second half of the year with increasing confidence in our ability to execute against our plan and create long-term value for shareholders.”


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Business Highlights
•Realizing benefits of fleet transformation. Premium Phenom and Challenger jets now comprise 100% of Wheels Up’s active controlled jet fleet. With legacy fleets fully retired as of April, customers now benefit from a consistent premium onboard experience as the Company drives fleet simplification and scale to maximize operating efficiency and fleet profitability.
•Continued commercial momentum. Our Wheels Up Signature Membership program has grown to more than 1,200 members(1) since launch and now represents over 50% of our active member base. Signature members fly more hours at higher rates on average, strengthening our revenue mix and improving visibility into future demand. The Delta partnership also continues to deliver tangible results, most visibly in the corporate channel, which grew more than 8% year over year across our membership and charter offerings combined.
•Maintaining best-in-class operational excellence. Wheels Up achieved a Completion Rate of 99.4% (up nearly 2 points year over year) and On-Time Performance (A-30), or arrival within 30 minutes of the scheduled time, of 86.8% (up more than 6 points year over year). Through the end of July 2026, the Company had recorded 119 Brand Days, or days with a perfect Completion Rate and no cancellations, surpassing its full year goal.
•Leveraging technology in our charter business. Wheels Up announced plans to implement Surf Air Mobility’s Enterprise BrokerOS platform, powered by industry-leading AI technology partner, Palantir. BrokerOS will replace multiple legacy systems and enable enhanced charter solutions for customers and faster, more informed decision-making across the charter booking process.
•Investing in our fleet, including branded liveries and interiors with high-speed, satellite WiFi. Wheels Up’s entire active controlled fleet is now equipped with satellite WiFi, allowing customers to access high-speed, streaming quality internet service on all of its premium Phenom and Challenger aircraft.
•Continued lead investor support and completed financings. During the second quarter, the Company closed on two previously announced financial transactions – a new $100 million term loan provided by its lead investor group and a new $68 million aircraft financing facility arranged by a subsidiary of AIP Capital – supporting its multi-year growth plans. Subsequent to the end of the quarter, Delta and the Company extended the availability period for Delta’s $100 million revolving credit facility commitment by an additional two years, to September 20, 2028.
•Actions to improve productivity and efficiency. As previously announced, Wheels Up continues to implement initiatives expected to deliver approximately $70 million or more in annual cash cost savings through operational efficiencies, productivity improvements and overhead reductions. The Company substantially completed these initiatives during the second quarter of 2026 and continues to implement discrete efficiency and cost control opportunities across its business and operations, which are expected to be realized by the end of 2026.














__________________
(1)     Reflects Wheels Up Signature members and Custom Enterprise Solutions accounts modeled after Wheels Up Signature Membership.
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Financial and Operating Highlights(1)
Three Months Ended June 30,
(in thousands, except Live Flight Legs, Private Jet Gross Bookings per Live Flight Leg, Utility and percentages)
20262025% Change
Total Gross Bookings$241,824 $261,948 (8)%
Private Jet Gross Bookings$190,690 $208,326 (8)%
Live Flight Legs8,64911,971(28)%
Private Jet Gross Bookings per Live Flight Leg$22,048 $17,403 27 %
Utility(2)
49.541.120 %
Completion Rate99.4 %97.5 %2 pp
On-Time Performance (A-30)86.8 %80.3 %6 pp
On-Time Performance (D-60)94.4 %88.8 %6 pp
3+ Hour Delay Rate
1.2 %2.8 %(2) pp
Six Months Ended June 30,
20262025% Change
Total Gross Bookings$508,991 $503,850 1 %
Private Jet Gross Bookings$383,849 $413,619 (7)%
Live Flight Legs16,44222,866(28)%
Private Jet Gross Bookings per Live Flight Leg$23,346 $18,089 29 %

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Three Months Ended June 30,
(In thousands, except percentages)20262025$ Change% Change
Revenue$181,999 $189,637 $(7,638)(4)%
Gross profit$9,565 $2,192 $7,373 336 %
Adjusted Contribution$22,545 $23,070 $(526)(2)%
Adjusted Contribution Margin12.4%12.2%N/A0.2 pp
Net loss$(107,249)$(82,299)$(24,950)(30)%
Adjusted EBITDA$(26,162)$(31,218)$5,056 16 %
Adjusted EBITDAR$(19,934)$(27,300)$7,366 27 %
Six Months Ended June 30,
(In thousands, except percentages)20262025$ Change% Change
Revenue$350,921 $367,167 $(16,246)(4)%
Gross profit$7,577 $1,088 $6,489 596 %
Adjusted Contribution$37,319 $45,511 $(8,192)(18)%
Adjusted Contribution Margin10.6 %12.4 %N/A(2)pp
Net loss$(190,207)$(181,612)$(8,595)(5)%
Adjusted EBITDA$(56,716)$(61,881)$5,165 8 %
Adjusted EBITDAR$(40,726)$(52,605)$11,879 23 %
Net cash used in operating activities$(191,263)$(110,804)$(80,459)(73)%
__________________
(1)For information regarding Wheels Up’s use and definitions of our key operating metrics and non-GAAP financial measures, see “Definitions of Key Operating Metrics,” “Definitions of Non-GAAP Financial Measures,” “Reconciliations of Non-GAAP Financial Measures” and “Update to Non-GAAP Definitions - Adjustments for Accounting Gains and Losses from Aircraft Sales” sections herein.
(2)For the three months ended June 30, 2026, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 46.9, 62.5 and 8.0 hours, respectively. For the three months ended June 30, 2025, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 49.0, 54.0 and 40.6 hours, respectively. The decline in Utility of our legacy fleet aircraft during the three months ended June 30, 2026 reflects our decision to retire those aircraft from revenue service in April 2026.
N/A    Not applicable

About Wheels Up
Wheels Up is a leading global provider of on-demand private aviation with a large, diverse fleet and a network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and premium commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides cargo services to a range of clients, including individuals and government organizations, via Air Partner Cargo. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit www.wheelsup.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of the U.S. federal securities laws. 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 Experience Inc. (“Wheels Up”, “we”, “us”, “our” or the “Company”), 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, market conditions in the private aviation industry and the anticipated success of Wheels Up’s sales efforts and service offerings, including its membership program and charter solutions; (ii) Wheels Up’s ongoing business transformation, including its efforts to scale its premium aircraft fleet, dispose of retired legacy aircraft and implement operational efficiency and cost control initiatives, and its ability to execute such
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transformation on the timeline that it currently anticipates and realize the anticipated commercial, financial and operational benefits during and after the expected period of transition; (iii) Wheels Up’s ability to achieve its financial goals on the most recent schedule that it has announced; (iv) Wheels Up’s liquidity, working capital levels, future cash flows, debt and capital resources, and its ability to perform under its contractual and debt obligations in the future; (v) the potential benefits or impacts to Wheels Up from strategic actions, including, among others, acquisitions and divestitures, new debt or equity financings, refinancings of existing debt and commercial arrangements; and (vi) the impacts of general economic and geopolitical conditions on Wheels Up’s business and the aviation industry, including due to, among others, changes in interest rates, inflation, foreign currencies, taxes, tariffs and trade policies, domestic and foreign hostilities, government shutdowns or funding changes, and other factors that influence consumer and business spending decisions or cost dynamics. 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 under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 10, 2026, under Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the three months ended March 31, 2026 filed with the SEC on May 11, 2026 and in our other filings with the SEC. 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 press release.
Use of Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures, such as Adjusted EBITDA, Adjusted EBITDAR, Adjusted Contribution and Adjusted Contribution Margin. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be considered as an alternative to any performance measures derived in accordance with GAAP. Definitions and reconciliations of non-GAAP financial measures to their most comparable GAAP counterparts are included in the sections titled “Definitions of Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Financial Measures,” respectively, in this press release. Wheels Up believes that these non-GAAP financial measures provide useful supplemental information to investors about Wheels Up. However, there are certain limitations related to the use of these non-GAAP financial measures and their nearest GAAP measures, including that they exclude significant expenses that are required to be recorded in Wheels Up’s financial measures under GAAP. Other companies may calculate non-GAAP financial measures differently, or may use other measures to calculate their financial performance, and therefore, Wheels Up’s non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP financial measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.
For more information on these non-GAAP financial measures, see the sections titled “Definitions of Non-GAAP Financial Measures,” “Reconciliations of Non-GAAP Financial Measures” and “Update to Non-GAAP Definitions - Adjustments for Accounting Gains and Losses from Aircraft Sales” included in this press release.
Contacts
Investors:
[email protected]

Media:
[email protected]
5




WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except share and per share data)
Three Months Ended June 30,Change in
20262025
$
%
Revenue$181,999 $189,637 $(7,638)(4)%
Costs and expenses:
Cost of revenue (exclusive of items shown separately below)160,314 173,955 (13,641)(8)%
Technology and development8,842 9,358 (516)(6)%
Sales and marketing26,747 24,385 2,362 10 %
General and administrative31,666 30,232 1,434 5 %
Depreciation and amortization12,120 13,490 (1,370)(10)%
Impairment on legacy fleet retirement12,736 — 12,736 —  %
(Gain) on sale of aircraft held for sale(590)(2,203)1,613 (73) %
Loss (gain) on disposal of assets, net4,555 20 4,535 100 %
Total costs and expenses256,390 249,237 7,153 3 %
Loss from operations(74,391)(59,600)(14,791)(25)%
Other (expense) income
Loss on extinguishment of debt(25)(22)(3)14 %
Loss on divestiture(507)— (507)— %
Interest income566 836 (270)(32)%
Interest expense(32,950)(22,084)(10,866)49 %
Other (expense) income, net(61)(470)409 (87)%
Total other (expense) income(32,977)(21,740)(11,237)52 %
Loss before income taxes(107,368)(81,340)(26,028)(32)%
Income tax benefit (expense)119 (959)1,078 112 %
Net loss(107,249)(82,299)(24,950)(30)%
Less: Net loss attributable to non-controlling interests— — — — %
Net loss attributable to Wheels Up Experience Inc.$(107,249)$(82,299)$(24,950)(30)%
Net loss per share of Class A common stock:
Basic and diluted$(2.97)$(2.35)$(0.62)(26)%
Weighted-average shares of Class A common stock outstanding:
Basic and diluted36,116,20034,949,8481,166,3523.3 %

6




WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except share and per share data)

Six Months Ended June 30,Change in
20262025
$
%
Revenue$350,921 $367,167 $(16,246)(4)%
Costs and expenses:
Cost of revenue (exclusive of items shown separately below)319,510 332,379 (12,869)(4)%
Technology and development17,581 19,882 (2,301)(12)%
Sales and marketing48,930 46,546 2,384 5 %
General and administrative58,503 87,049 (28,546)(33)%
Depreciation and amortization23,834 33,700 (9,866)(29)%
Impairment on legacy fleet retirement12,736 — 12,736 —  %
(Gain) on sale of aircraft held for sale(3,098)(8,754)5,656 (65) %
Loss (gain) on disposal of assets, net4,672 (3,269)7,941 100 %
Total costs and expenses482,668 507,533 (24,865)(5)%
Loss from operations(131,747)(140,366)8,619 (6)%
Other (expense) income
Loss on extinguishment of debt(42)(60)18 (30)%
Loss on divestiture(507)— (507)— %
Interest income808 1,984 (1,176)(59)%
Interest expense(58,257)(41,964)(16,293)39 %
Other (expense) income, net(72)(169)97 (57)%
Total other (expense) income(58,070)(40,209)(17,861)44 %
Loss before income taxes(189,817)(180,575)(9,242)5 %
Income tax benefit (expense)(390)(1,037)647 (62)%
Net loss(190,207)(181,612)(8,595)5 %
Less: Net loss attributable to non-controlling interests— — — — %
Net loss attributable to Wheels Up Experience Inc.$(190,207)$(181,612)$(8,595)5 %
Net loss per share of Class A common stock:
Basic and diluted$(5.25)$(5.20)$(0.61)26 %
Weighted-average shares of Class A common stock outstanding:
Basic and diluted36,196,70334,932,0801,166,3523.3 %
7




WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share data)
June 30, 2026December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents$86,309 $133,926 
Accounts receivable, net28,160 24,249 
Parts and supplies inventories1,952 11,586 
Aircraft held for sale64,391 18,463 
Prepaid expenses20,574 27,091 
Other current assets20,540 34,042 
Total current assets221,926 249,357 
Property and equipment, net223,267 219,729 
Operating lease right-of-use assets104,927 111,886 
Goodwill208,786 209,897 
Intangible assets, net65,153 75,102 
Restricted cash33,766 30,577 
Other non-current assets68,741 72,266 
Total assets$926,566 $968,814 
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt$21,070 $19,039 
Accounts payable26,590 20,443 
Accrued expenses81,789 104,010 
Deferred revenue, current626,891 738,852 
Other current liabilities28,917 25,212 
Total current liabilities785,257 907,556 
Long-term debt, net581,184 316,358 
Operating lease liabilities, non-current112,158 121,067 
Other non-current liabilities8,265 15,934 
Total liabilities1,486,864 1,360,915 
Equity:
Common Stock, $0.0001 par value; 75,000,000 authorized; 36,369,167 and 36,179,503 issued and 36,270,053 and 36,100,887 shares outstanding as of June 30, 2026 and December 31, 2025, respectively
4 4 
Additional paid-in capital2,044,408 2,020,477 
Accumulated deficit(2,587,319)(2,397,112)
Accumulated other comprehensive loss(7,308)(5,633)
Treasury stock, at cost, 99,114 and 78,616 shares, respectively
(10,082)(9,836)
Total Wheels Up Experience Inc. stockholders’ equity(560,298)(392,101)
Non-controlling interests— — 
Total equity(560,298)(392,101)
Total liabilities and equity$926,566 $968,814 
8




WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Six Months Ended June 30,
20262025
Cash flows from operating activities
Net loss$(190,207)$(181,612)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization23,834 33,700 
Equity-based compensation23,931 20,956 
Payment-in-kind interest31,551 26,492 
Amortization of deferred financing costs and debt discount21,292 5,694 
Reserve for excess and obsolete inventory4,984 — 
Impairment on legacy fleet retirement12,736 — 
Gain on sale of aircraft held for sale(7,464)(9,429)
Loss (gain) on disposal of assets, net4,730 (3,148)
Impairment of right-of-use assets— 20,218 
Other2,963 (705)
Changes in assets and liabilities:
Accounts receivable(4,062)(4,965)
Parts and supplies inventories4,651 (857)
Prepaid expenses9,199 1,686 
Other non-current assets3,465 2,095 
Accounts payable6,269 4,748 
Accrued expenses(23,625)2,731 
Deferred revenue(114,861)(24,915)
Other assets and liabilities(649)(3,493)
Net cash used in operating activities(191,263)(110,804)
Cash flows from investing activities:
Purchases of property and equipment(115,215)(30,465)
Capitalized software development costs(3,583)(5,893)
Proceeds from sale of divested business, net(204)
Proceeds from sale of aircraft held for sale, net52,481 55,122 
Other— 1,150 
Net cash (used in) provided by investing activities(66,521)19,914 
Cash flows from financing activities:
Purchase of shares for treasury(244)(195)
Proceeds from long-term debt353,114 19,551 
Repayments of long-term debt(136,879)(36,898)
Payment of debt issuance costs(2,222)(18)
Net cash provided by (used in) financing activities213,769 (17,560)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(413)3,224 
Net decrease in cash, cash equivalents and restricted cash(44,428)(105,226)
Cash, cash equivalents and restricted cash, beginning of period164,503 246,468 
Cash, cash equivalents and restricted cash, end of period$120,075 $141,242 
9




Definitions of Key Operating Metrics
Definitions of our key operating metrics are below. From time to time, we may adjust the definitions and calculations of our key operating metrics to reflect changes in our business or new data types, or to improve the accuracy and usefulness of such metrics. Our calculation of our key operating metrics may not be comparable to similarly titled measures reported by other companies.
Total Gross Bookings and Private Jet Gross Bookings. We define Total Gross Bookings as the total gross spend by our members and customers on all private jet flight services under our membership program and charter offerings, all group charter flights, which are charter flights with 15 or more passengers (“Group Charter Flights”), and all cargo flight services (“Cargo Services”). We believe Total Gross Bookings provides useful information about the scale of the overall global aviation solutions that we provide our members and customers.
We define Private Jet Gross Bookings as the total gross spend by our members and customers on all private jet flight services under our membership program and charter offerings (excluding Group Charter Flights and Cargo Services). We believe Private Jet Gross Bookings provides useful information about the aggregate amount our members and customers spend with Wheels Up versus our competitors.
For each of Total Gross Bookings and Private Jet Gross Bookings, the total gross spend by our members and customers is the amount invoiced to the member or customer and includes the cost of the flight and related services, such as catering, ground transportation, certain taxes, fees and surcharges. We use Total Gross Bookings and Private Jet Gross Bookings for historical period-to-period comparisons of our business and to identify trends, including relative to our competitors.
Live Flight Legs. We define Live Flight Legs as the number of completed one-way revenue generating private jet flight legs in the applicable period, excluding empty repositioning legs, Group Charter Flights and Cargo Services. We believe Live Flight Legs is a useful metric to measure the scale and usage of our platform, and our ability to generate Flight revenue.
Private Jet Gross Bookings per Live Flight Leg. We use Private Jet Gross Bookings per Live Flight Leg to measure the average gross spend by our members and customers on all private jet flight services under our membership program and charter offerings for each Live Flight Leg.
Utility. We define Utility for the applicable period as the total revenue generating flight hours flown on our controlled aircraft fleet, excluding empty repositioning legs, divided by the monthly average number of available aircraft in our controlled aircraft fleet. Utility is expressed as a monthly average. We measure the revenue generating flight hours for a given flight on our controlled aircraft as the actual flight time from takeoff to landing. We determine the number of aircraft in our controlled aircraft fleet available for revenue generating flights at the end of the applicable month and exclude aircraft then classified as held for sale. We use Utility to measure the efficiency of our operations, our ability to generate a return on our assets and the impact of our fleet modernization strategy.
Completion Rate. We define Completion Rate as the percentage of total scheduled flights operated and completed, excluding customer-initiated flight cancellations.
On-Time Performance (A-30). We define On-Time Performance (A-30) as the percentage of total flights flown that arrived within 30 minutes of the scheduled time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.
On-Time Performance (D-60). We define On-Time Performance (D-60) as the percentage of total flights flown that departed within 60 minutes of the scheduled time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.
3+ Hour Delay Rate. We define 3+ Hour Delay Rate as the percentage of total flights flown that were impacted by a departure delay of longer than three hours after the scheduled departure time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.
10




Definitions of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDAR. We calculate Adjusted EBITDA as Net income (loss) adjusted for (i) Interest income (expense), (ii) Income tax expense, (iii) Depreciation and amortization, (iv) Equity-based compensation expense and (v) other items not indicative of our ongoing operating performance, including but not limited to, restructuring and integration-related charges and non-cash gains and losses on sales of aircraft or other assets. We calculate Adjusted EBITDAR as Adjusted EBITDA, as further adjusted for aircraft lease costs.

We include Adjusted EBITDA and Adjusted EBITDAR as supplemental measures for assessing operating performance, to be used in conjunction with bonus program target achievement determinations, strategic internal planning, annual budgeting, allocating resources and making operating decisions, and to provide useful information for historical period-to-period comparisons of our business, as each measure removes the effect of certain non-cash expenses and other items not indicative of our ongoing operating performance.

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 (as defined in our SEC filings), by capital lease or by operating lease, each of which may vary significantly between periods and results in a different accounting presentation.

Beginning with the three months ended June 30, 2026, we began including (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt as adjustments in the reconciliation of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss. Prior period Adjusted EBITDA and Adjusted EBITDAR amounts for the three and six months ended June 30, 2025 presented herein have been recast to reflect this change. Please refer to the heading titled “Update to Non-GAAP Definitions – Adjustments for Accounting Gains and Losses from Aircraft Sales” at the end of this press release for historical non-GAAP reconciliations of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss for the quarterly periods beginning with the three months ended March 31, 2024 through the three months ended March 31, 2026 and for the years ended December 31, 2025 and 2024.

Adjusted Contribution and Adjusted Contribution Margin. We calculate Adjusted Contribution as Gross profit (loss) excluding Depreciation and amortization and adjusted further for equity-based compensation included in Cost of revenue and other items included in Cost of revenue that are not indicative of our ongoing operating performance. Adjusted Contribution Margin is calculated by dividing Adjusted Contribution by total Revenue.

We include Adjusted Contribution and Adjusted Contribution Margin as supplemental measures for assessing operating performance and for the following: to be used to understand our ability to achieve profitability over time through scale and leveraging costs; and to provide useful information for historical period-to-period comparisons of our business and to identify trends.

11




Reconciliations of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDAR
The following tables reconcile Adjusted EBITDA and Adjusted EBITDAR to Net loss, which is the most directly comparable GAAP measure (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net loss$(107,249)$(82,299)$(190,207)$(181,612)
Add back (deduct):
Interest expense32,950 22,084 58,257 41,964 
Interest income(566)(836)(808)(1,984)
Income tax (benefit) expense(119)959 390 1,037 
Other expense, net61 470 72 169 
Depreciation and amortization12,120 13,490 23,834 33,700 
Loss on divestiture507 — 507 — 
Impairment on legacy fleet retirement12,736 — 12,736 — 
Gain on sale of aircraft held for sale(590)(2,203)(3,098)(8,754)
Loss on extinguishment of debt25 22 42 60 
Loss (gain) loss on disposal of assets, net4,555 20 4,672 (3,269)
Equity-based compensation expense12,543 8,295 23,931 20,956 
Integration and transformation expense(1)
185 183 680 1,366 
Fleet modernization expense(2)
— 7,972 — 13,119 
Legacy fleet retirement(3)
6,091 — 11,075 — 
Other(4)
589 625 1,201 21,367 
Adjusted EBITDA(5)
$(26,162)$(31,218)$(56,716)$(61,881)
Aircraft lease costs(6)
6,228 3,918 15,990 9,276 
Adjusted EBITDAR(5)
$(19,934)$(27,300)$(40,726)$(52,605)
__________________
(1)Consists of expenses associated with our global integration efforts, including charges for employee separation programs and third-party advisor costs.
(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 our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy, as well as certain cash and non-cash costs incurred associated with exiting legacy private jet models.
(3)Includes expenses related to the retirement of our legacy aircraft as part of our fleet transition and efficiency and cost reduction initiatives.
(4)For the three and six months ended June 30, 2026, primarily consists of on-going lease costs for our former New York City corporate office space, which we vacated during the first quarter of 2025. For the six months ended June 30, 2025, primarily includes a one-time $20.2 million non-cash pre-tax right-of-use asset impairment charge associated with our former New York City corporate office space.
(5)Beginning with the three months ended June 30, 2026, we began including (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt as adjustments in the reconciliation of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss. Prior period Adjusted EBITDA and Adjusted EBITDAR amounts have been recast to reflect this change. Adjusted EBITDA and Adjusted EBITDAR, as previously reported without any adjustment for (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt, for the three months ended June 30, 2025, were $(29.0) million and $(25.1) million, respectively, and for the six months ended June 30, 2025, were $(53.2) million and $(43.9) million, respectively.
(6)Aircraft lease costs are reflected in Cost of revenue on the condensed consolidated statement of operations for the applicable period.

Refer to “Supplemental Expense Information” below, for further information.

12




Adjusted Contribution and Adjusted Contribution Margin
The following tables reconcile Adjusted Contribution to Gross profit (loss), which is the most directly comparable GAAP measure (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenue$181,999 $189,637 $350,921 $367,167 
Less: Cost of revenue(160,314)(173,955)(319,510)(332,379)
Less: Depreciation and amortization(12,120)(13,490)(23,834)(33,700)
Gross profit
9,565 2,192 7,577 1,088 
Gross margin5.3%1.2%2.2%0.3%
Add back (deduct):
Depreciation and amortization12,120 13,490 23,834 33,700 
Equity-based compensation expense in Cost of revenue60 100 110 178 
Integration and transformation expense in Cost of revenue(1)
— — 15 363 
Fleet modernization expense in Cost of revenue(2)
— 7,725 — 10,782 
Legacy fleet retirement-related expenses in Cost of revenue(3)
800 — 5,783 — 
Other in Cost of revenue(4)
— (437)— (600)
Adjusted Contribution$22,545 $23,070 $37,319 $45,511 
Adjusted Contribution Margin12.4%12.2%10.6%12.4%
__________________
(1)Consists of expenses associated with our global integration efforts, including charges for employee separation programs.
(2)Consists of expenses incurred in connection with the execution of our fleet modernization strategy, which primarily includes expenses associated with transitioning our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy, as well as certain cash and non-cash costs incurred associated with exiting legacy private jet models.
(3)Includes expenses related to the retirement of our legacy aircraft as part of our fleet transition and efficiency and cost reduction initiatives.
(4)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.

13




Supplemental Revenue Information
Three Months Ended June 30,Change in
20262025
$
%
Membership$5,411 $7,474 $(2,063)(28)%
Flight157,709 158,330 (621)— %
Other
18,879 23,833 (4,954)(21)%
Total
$181,999 $189,637 $(7,638)(4)%
Six Months Ended June 30,Change in
20262025
$
%
Membership
$11,429 $16,663 $(5,234)(31)%
Flight301,247 305,898 (4,651)(2)%
Other
38,245 44,606 (6,361)(14)%
Total
$350,921 $367,167 $(16,246)(4)%

Supplemental Expense Information
(In thousands)Three Months Ended June 30, 2026
Cost of revenueTechnology and developmentSales and marketingGeneral and administrativeTotal
Equity-based compensation expense$60 $301 $236 $11,946 $12,543 
Integration and transformation— — 185 — 185 
Legacy fleet retirement800 — — 5,292 6,092 
Other— — — 589 589 
(In thousands)Six Months Ended June 30, 2026
Cost of revenueTechnology and developmentSales and marketingGeneral and administrativeTotal
Equity-based compensation expense $110 $464 $567 $22,790 $23,931 
Integration and transformation15 32 429 204 680 
Legacy fleet retirement5,783 — — 5,292 11,075 
Other— — — 1,201 1,201 


14




(In thousands)Three Months Ended June 30, 2025
Cost of revenueTechnology and developmentSales and marketingGeneral and administrativeTotal
Equity-based compensation expense$100 $330 $259 $7,606 $8,295 
Integration and transformation— — — 183 183 
Fleet modernization expense7,725 — — 247 7,972 
Other(437)— — 1,062 625 
(In thousands)Six Months Ended June 30, 2025
Cost of revenueTechnology and developmentSales and marketingGeneral and administrativeTotal
Equity-based compensation expense $178 $764 $500 $19,514 $20,956 
Integration and transformation363 — 500 503 1,366 
Fleet Modernization10,782 — 72 2,265 13,119 
Other(600)— — 21,967 21,367 

15




Update to Non-GAAP Definitions – Adjustments for Accounting Gains and Losses from Aircraft Sales

Beginning with the three months ended June 30, 2026, we began including (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt as adjustments in the reconciliation of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss. (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt, as presented for purposes of the Adjusted EBITDA and Adjusted EBITDAR non-GAAP reconciliations, are non-operating items that are included in the computation of Net loss in the condensed consolidated statements of operations. Management believes that including (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt in the non-GAAP reconciliation of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss improves the usefulness and clarity of our non-GAAP financial measures by removing the impact of accounting gains or losses generated from aircraft dispositions and related debt repayments that are not indicative of our core operating performance.

This update has no effect on any of our previously reported GAAP results. The historical non-GAAP reconciliations of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss under the previous definition are included below, and are followed by tables that reflect the updated definition that adjusts for (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt for such non-GAAP financial measures for the quarterly periods beginning with the three months ended March 31, 2024 through the three months ended March 31, 2026 and for the years ended December 31, 2025 and 2024.

Reconciliation of Adjusted EBITDA and Adjusted EBITDAR to Net income (loss) (Updated Definition – in thousands)

Three Months EndedYear Ended
March 31, 2026December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2024September 30, 2024June 30, 2024March 31, 2024December 31, 2025December 31, 2024
Net loss$(82,958)$(28,875)$(83,730)$(82,299)$(99,313)$(87,538)$(57,731)$(96,973)$(97,393)$(294,217)$(339,635)
Add back (deduct):
Interest expense25,307 24,996 23,510 22,084 19,880 18,089 16,041 16,667 14,555 90,470 65,352 
Interest income(242)(405)(631)(836)(1,148)(922)(907)(285)(56)(3,020)(2,170)
Income tax expense (benefit)509 1,134 1,332 959 78 494 405 441 (114)3,503 1,226 
Other expense (income), net11 1,248 (4)470 (301)218 149 221 129 1,413 717 
Depreciation and amortization11,714 13,545 13,926 13,490 20,210 13,074 12,484 15,593 15,395 61,171 56,546 
Change in fair value of warrant liability— — — — — 17 (107)70 28 — 8 
Loss (gain) on divestiture— 152 (1,833)— — 1,400 — — (3,403)(1,681)(2,003)
Loss (gain) on disposal of assets, net117 (1,211)(480)20 (3,289)1,538 (70)(136)1,963 (4,960)3,295 
Equity-based compensation expense11,388 11,975 12,499 8,295 12,661 12,613 7,885 14,268 11,211 45,430 45,977 
Integration and transformation expense(1)
494 1,021 2,866 183 1,183 — — — — 5,253 — 
Fleet modernization expense(2)
— 9,008 8,697 7,972 5,147 28,135 — — — 30,824 28,135 
Legacy fleet retirement(3)
4,984 — — — — — — — — — — 
Restructuring charges(4)
— — — — — 365 970 4,371 2,144 — 7,850 
Atlanta Member Operations Center set-up expense(5)
— — — — — — — 458 3,023 — 3,481 
Certificate consolidation expense(6)
— — — — — 794 1,143 3,674 1,138 — 6,749 
Other(7)
613 340 624 625 20,742 416 (244)4,276 2,151 22,331 6,599 
Adjusted EBITDA (previous definition)$(28,063)$32,928 $(23,224)$(29,037)$(24,150)$(11,307)$(19,982)$(37,355)$(49,229)$(43,483)$(117,873)
Aircraft lease costs(8)
9,762 3,980 3,573 3,918 5,358 8,133 8,387 8,596 8,143 16,829 33,260 
Adjusted EBITDAR (previous definition)$(18,301)$36,908 $(19,651)$(25,119)$(18,792)$(3,174)$(11,595)$(28,759)$(41,086)$(26,654)$(84,613)
16




Three Months EndedYear Ended
March 31, 2026December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2024September 30, 2024June 30, 2024March 31, 2024December 31, 2025December 31, 2024
Adjusted EBITDA (previous definition)$(28,063)$32,928 $(23,224)$(29,037)$(24,150)$(11,307)$(19,982)$(37,355)$(49,229)$(43,483)$(117,873)
Adjustments:
(Gain) loss on sale of aircraft held for sale(2,508)(39,272)(3,737)(2,203)(6,551)(1,942)(190)234 (2,724)(51,763)(4,622)
Loss on extinguishment of debt(17)(40)(19)(22)(38)(14,914)(289)(805)(1,706)(119)(17,714)
Adjusted EBITDA (updated definition)$(30,588)$(6,384)$(26,980)$(31,262)$(30,739)$(28,163)$(20,461)$(37,926)$(53,659)$(95,365)$(140,209)
Three Months EndedYear Ended
March 31, 2026December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2024September 30, 2024June 30, 2024March 31, 2024December 31, 2025December 31, 2024
Adjusted EBITDAR (previous definition)$(18,301)$36,908 $(19,651)$(25,119)$(18,792)$(3,174)$(11,595)$(28,759)$(41,086)$(26,654)$(84,613)
Adjustments:
(Gain) loss on sale of aircraft held for sale(2,508)(39,272)(3,737)(2,203)(6,551)(1,942)(190)234 (2,724)(51,763)(4,622)
Loss on extinguishment of debt(17)(40)(19)(22)(38)(14,914)(289)(805)(1,706)(119)(17,714)
Adjusted EBITDAR (updated definition)$(20,826)$(2,404)$(23,407)$(27,344)$(25,381)$(20,030)$(12,074)$(29,330)$(45,516)$(78,536)$(106,949)
__________________
(1)Consists of expenses associated with the Company’s global integration efforts, including charges for employee separation programs and third-party advisor costs.
(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 cash and non-cash costs incurred associated with exiting legacy private jet models.
(3)Includes expenses related to the retirement of our legacy aircraft as part of our fleet transition and efficiency and cost reduction initiatives.
(4)Includes charges for contract termination fees and employee separation programs as part of our cost reduction and strategic business initiatives.
(5)Consists of expenses associated with establishing our Member Operations Center located in the Atlanta, Georgia area and its operations, primarily including redundant operating expenses during the transition period, relocation expenses for employees and costs associated with onboarding new employees.
(6)Consists of expenses incurred to execute the consolidation of our U.S. Federal Aviation Administration operating certificates, primarily related to pilot training and retention programs, and consultancy fees associated with planning and implementing the consolidation process.
(7)For the three months ended March 31, 2026, primarily consists of on-going lease costs for our former New York City corporate office space, which we vacated during the first quarter of 2025. For the three months ended March 31, 2025 and year ended December 31, 2025, 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 each of the three months ended March 31, 2024, June 30, 2024 and September 30, 2024 and the year ended December 31, 2024, includes collections of certain aged receivables, which were added back to Net loss in the reconciliation presented for the year ended December 31, 2022. For the three months ended March 31, 2024 and year ended December 31, 2024, includes (i) reserves and/or write-off of certain aged receivables associated with the aircraft management business divested on September 30, 2023 and (ii) expenses associated with ongoing litigation matters. For the three months ended June 30, 2024 and year ended December 31, 2024, includes 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.
(8)Aircraft lease costs are reflected in Cost of revenue on the consolidated statement of operations for the applicable period. We started reporting Adjusted EBITDAR beginning with the three months ended March 31, 2025.

17

1 Q2 2026 Investor Letter

 
2 Q2 2026 Letter to Our Investors For more detailed information on Wheels Up’s financial and operating results for the second quarter ended June 30, 2026, please visit https://investors.wheelsup.com. In addition, please see “Definitions of Non-GAAP Financial Measures,” “Reconciliations of Non-GAAP Financial Measures” and “Definitions of Key Operating Metrics” at the end of this Investor Letter for more information about measures described herein Dear Investor, Over the past two years, we have fundamentally reshaped Wheels Up as we create a strong, durable foundation for responsible growth. We have streamlined and upgraded our fleet, improved operational reliability, unified our global sales and service teams, and implemented efficiency and cost reduction actions across our business. As we move through the remainder of the year, we are focused on realizing the benefits of these actions while continuing to scale our premium fleet of Phenom and Challenger aircraft, investing in the customer experience, growing our charter business as we leverage AI-based technology, deepening our Delta partnership, and maintaining cost discipline as we work toward our goal of sustained profitability and cash generation. Key highlights from Q2 include: • Wheels Up Signature memberships surpassed 1,200 members, up 100% YTD, reflecting strong demand for our improved product and consistent customer experience. Premium memberships now account for more than 50% of our active membership base. • Demand for our premium fleet – which is now comprised of more than 40 Phenom and Challenger aircraft1 – more than doubled year over year, validating our premium fleet strategy and offsetting planned declines in revenue from the legacy fleet. Our plans call for further fleet growth to over 50 aircraft by year-end. • We announced plans to implement Surf Air Mobility’s Enterprise BrokerOS platform, powered by industry-leading AI technology partner, Palantir. The first phase of the implementation, which is expected to be completed by year-end, is expected to create a step change in our ability to offer better charter options for our customers and help our teams make faster, more informed booking decision – unlocking new revenue opportunities. • Operational performance continued to set new standards for the industry, with On-Time Performance and Completion Rate achieving their highest levels ever. • We accelerated our investments in our branded liveries, interiors and amenities. Importantly, customers can now enjoy high-speed, streaming capable satellite Wi-Fi across the entire controlled fleet – Wheels Up is the first operator at scale to achieve 100% streaming capable satellite Wi-Fi service across its fleet. • We completed our legacy fleet retirement approximately 18 months ahead of schedule. • The ongoing support from our lead investor group was reinforced by a multi-year extension of the $100M revolving credit facility commitment from Delta. 1 Wheels Up active controlled fleet as of June 30, 2026

 
3 Second Quarter Performance As we continued to execute on our business transformation, GAAP Revenue was relatively stable year over year, as growth in Wheels Up Signature program revenue offset planned reductions in discontinued legacy programs, adjusted for prior period revenues in our divested non-core services businesses. Our Wheels Up Signature Membership program has grown to more than 1,200 members, up 100% year to date, and now represents over 50% of our active member base. Signature members typically fly more hours at higher rates on average, strengthening our revenue mix and improving visibility into future demand. As of April 2026, we completed the full modernization of our fleet roughly 18 months ahead of schedule. Since announcing our fleet modernization in late 2024, we have invested over $300 million in our premium fleet and modifications. We have seen meaningful increases in demand for our premium fleets, which underpins our plans to further invest and grow that fleet to more than 50 aircraft by year- end. As we continue to acquire and introduce more premium aircraft into our fleet, we expect revenue generation and financial benefits to scale over time. 2 Reflects a restatement of previous reporting; now includes Custom Enterprise Solutions accounts modeled after Signature Memberships 18 29 0 4 11 2Q24 2Q25 2Q26 4Q26 Estimate Premium Fleet Transition Phenoms Challengers 40 2Q25 includes approximately $7M in revenue associated with non-core services business, divested in mid-2025 “Wheels Up did an outstanding job. Booking was on very short notice, the flight was on time virtually to the minute, and the crew was professional and personable. I could not ask for a better flight. Thank you for pulling this together.” 4 150 331 600 669 753 862 949 1,054 1,205 Total Signature Members2 50+ 22 $183 $185 $184 $169 $182 $190 2Q25 3Q25 4Q25 1Q26 2Q26 Total Revenue ($M)

 
4 Private Jet Flight revenue was flat year over year, with growth in our premium Signature Membership product offsetting the impact of legacy jet retirements. Importantly, the benefits of our fleet modernization, operational reliability and a more consistent premium offering have allowed us to increase pricing during this period while delivering better value to members and customers. Total Gross Bookings (the total gross spend on private jet flight services, including private jet charter, group charter and cargo) declined 8% year over year to $242 million, primarily reflecting lower U.S. private jet charter volume driven by transitory process and technology inefficiencies from our sales force transformation. Our partnership with Delta continues to deliver tangible commercial results, most visibly in the corporate channel. Corporate flight revenue grew by 8% year over year for the quarter across our private jet and charter offerings combined. Our more seamless, integrated Delta–Wheels Up offering has been met with a broadly positive customer response and joint marketing activations are further extending our reach into Delta's premium customer base. Fleet modernization has helped us achieve a 20% improvement in overall Utility for the second quarter versus the prior year, underscoring the impact of higher maintenance reliability on our new premium fleets to generate improved margin performance and a higher return on assets. Utility on these fleets has been pressured by our intentional decision to temporarily remove aircraft from service on a rolling basis to accelerate paint, interior and satellite Wi-Fi investments to deliver a consistent customer experience. As these aircraft are brought back into revenue service and we continue to scale with additional aircraft acquisitions, we expect Utility to further improve, pushing toward a long-term annual run-rate goal of 70 hours and helping to achieve our Adjusted Contribution Margin long-term target of 30%+. $158 $155 $162 $144 $158 2Q25 3Q25 4Q25 1Q26 2Q26 Private Jet Flight Revenue ($M) $262 $266 $269 $267 $242 2Q25 3Q25 4Q25 1Q26 2Q26 Total Gross Bookings ($M) 40 40 34 30 50 55 57 50 51 70+ 2Q25 4Q25 2Q26 Fleet Utility3 Legacy Premium 3 2Q26 Utility data not depicted for legacy fleets due to 2Q26 retirements Long-Term Goal 3Q25 1Q26

 
5 Raising the Bar on Operational Excellence Reliable, well-run operations are a critical part of our foundation – every on-time arrival, completed trip, and safe flight is a promise kept. During the second quarter, Wheels Up achieved a Completion Rate of 99.4% (up nearly 2 points year-over-year) and On-Time Performance (A-30, or arrival within 30 minutes of the scheduled time) of 86% (up more than 6 points). Through the end of July, the Company recorded 119 Brand Days with a perfect Completion Rate and no cancellations, surpassing our full year goal. • In Q2, both On-Time Performance and Completion Rate performance reached their highest levels since we began reporting these operational metrics in 2023. • Delays of three or more hours occurred on ~1% of trips in the second quarter – down 50% from a year ago — reflecting the operational reliability that protects the customer experience and allows customers to make plans with confidence. Metric 2Q 2025 2Q 2026 vs. Prior Year Absolute Improvement Brand Days 14 57 +43 +300% % of days 16% 63% Completion Rate 97.5% 99.4% +1.9 pts 82% fewer cancellations On-Time Performance (A-30) 80.3% 86.8% +6.5 pts 50% fewer delays 3+ Hour Delay Rate 2.8% 1.2% -1.6 pts 69% fewer 3+ hour delays We’re rapidly moving through recent fleet acquisitions to repaint and refurbish aircraft to a standardized Wheels Up livery and cabin interior, so that every trip delivers the same branded, high- quality experience. The entire active controlled fleet is now equipped with satellite WiFi, allowing members to access high-speed, streaming quality internet service on all of our premium Phenom and Challenger aircraft.

 
6 Leveraging Innovative Technology to Fortify the Business In June, we announced that Wheels Up will be the launch partner for Surf Air Mobility’s Enterprise BrokerOS, an AI-powered platform developed with Palantir. We believe BrokerOS will reduce IT complexity and make our business run more efficiently. The first phase of implementation will focus on our charter business, where we expect BrokerOS to enable a step change in response time to customer demand in real time, enhance conversion rates for on- demand flying and unlock new revenue opportunities for our business. These investments are strategic and long-term – we believe BrokerOS will position us to compete as a digitally-enabled premium service provider, setting the stage for compelling customer loyalty. Building the Foundation for Sustained Profitability Our second quarter results show both the progress we are making as well as the transitory costs that come with moving through a major business transformation. With fleet modernization now complete, we believe our streamlined premium fleets can help us grow more efficiently and move faster toward profitability as we drive simplification and scale throughout our operation. Primary drivers of the increase in our year over year GAAP Net loss reflect the transitory costs of our business transformation, including a $13 million non-cash impairment charge associated with legacy fleet retirement. In addition, our interest expense and aircraft rent increased by $13 million combined for the quarter due to investment in our premium fleet and borrowings to fund operations. On an adjusted basis, our improving financial results give us growing confidence in our strategy. Our Adjusted EBITDAR loss improved by 27% year over year, on the improving economics of our Signature fleets. Adjusted Contribution Margin improved slightly year over year, despite an estimated 6 points of pressure from the absence of non-core businesses sold in August 2025 and inefficiencies associated with our ongoing business transformation. We expect further scale in our Signature fleets and associated Utility will help achieve our long-term target of 30%+ Adjusted Contribution Margin. 12.2% 12.7% 19.0% 8.7% 12.4% 2Q25 4Q25 2Q26 Adjusted Contribution Margin Estimated impact of transitory inefficiencies and sale of non-core services businesses in 2025 ~3.5 pts ~4 pts ~6 pts ~5 pts 1Q26 Long-Term Goal 30%+ 3Q25 4 Reflects revised reconciliation of Adjusted EBITDAR to Net loss; see appendix. ($82) ($84) ($29) ($83) ($107) 2Q25 3Q25 4Q25 1Q26 2Q26 Net Loss ($M) ($27) ($23) ($2) ($21) ($20) 2Q25 3Q25 4Q25 1Q26 2Q26 Adjusted EBITDAR ($M)4

 
7 Strengthened Capital Structure During the second quarter, we closed on two previously announced financial transactions to support our multi-year growth plans – a new $100 million term loan provided by our lead investor group and a new $68 million aircraft financing facility arranged by a subsidiary of AIP Capital. Subsequent to the end of the quarter, we worked with Delta to extend our $100 million revolving credit facility commitment by an additional two years, to September 2028. Delta's leadership on our financing transactions reflects their strong confidence in our strategy and the accelerating momentum in our first-of-its-kind strategic partnership. Looking Ahead The work we have done this quarter and over the past several years has reshaped Wheels Up into a more focused, more operationally reliable and more commercially disciplined business. None of this would be possible without the enduring dedication of the entire Wheels Up team that delivers incredible results each day. Moving into the second half of 2026, we will remain focused on execution – generating revenue through our unified sales and service team, shifting our existing Legacy customers to our Signature fleets and offerings, scaling the premium fleet, unlocking the benefits of BrokerOS to grow our charter business, expanding the reach of our Delta partnership, and maintaining the cost discipline required to drive sustained profitability and cash generation. We believe these priorities position Wheels Up to further enhance the customer experience, deliver a more efficient operating model and generate long-term value for our investors. Thank you for your continued support. Wheels Up – George August 4, 2026 ******************************

 
8 About Wheels Up Wheels Up is a leading global provider of on-demand private aviation with a large, diverse fleet and a network of safety- vetted charter operators, all committed to safety and service. Customers access charter and membership programs and premium commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides cargo services to a range of clients, including individuals and government organizations, via Air Partner Cargo. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit www.wheelsup.com. Cautionary Note Regarding Forward-Looking Statements This investor letter contains certain “forward-looking statements” within the meaning of the U.S. federal securities laws. 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 Experience Inc. (“Wheels Up”, “we”, “us”, “our” or the “Company”), 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, market conditions in the private aviation industry and the anticipated success of Wheels Up’s sales efforts and service offerings, including its membership program and charter solutions; (ii) Wheels Up’s ongoing business transformation, including its efforts to scale its premium aircraft fleet, dispose of retired legacy aircraft and implement operational efficiency and cost control initiatives, and its ability to execute such transformation on the timeline that it currently anticipates and realize the anticipated commercial, financial and operational benefits during and after the expected period of transition; (iii) Wheels Up’s ability to achieve its financial goals on the most recent schedule that it has announced; (iv) Wheels Up’s liquidity, working capital levels, future cash flows, debt and capital resources, and its ability to perform under its contractual and debt obligations in the future; (v) the potential benefits or impacts to Wheels Up from strategic actions, including, among others, acquisitions and divestitures, new debt or equity financings, refinancings of existing debt and commercial arrangements; and (vi) the impacts of general economic and geopolitical conditions on Wheels Up’s business and the aviation industry, including due to, among others, changes in interest rates, inflation, foreign currencies, taxes, tariffs and trade policies, domestic and foreign hostilities, government shutdowns or funding changes, and other factors that influence consumer and business spending decisions or cost dynamics. 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 under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 10, 2026, under Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the three months ended March 31, 2026 filed with the SEC on May 11, 2026 and in our other filings with the SEC. 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 investor letter.

 
9 Use of Non-GAAP Financial Measures This investor letter includes certain non-GAAP financial measures, such as Adjusted EBITDA, Adjusted EBITDAR, Adjusted Contribution and Adjusted Contribution Margin. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be considered as an alternative to any performance measures derived in accordance with GAAP. Definitions and reconciliations of non-GAAP financial measures to their most comparable GAAP counterparts are included in the sections titled “Definitions of Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Financial Measures,” respectively, in this investor letter. Wheels Up believes that these non-GAAP financial measures provide useful supplemental information to investors about Wheels Up. However, there are certain limitations related to the use of these non-GAAP financial measures and their nearest GAAP measures, including that they exclude significant expenses that are required to be recorded in Wheels Up’s financial measures under GAAP. Other companies may calculate non-GAAP financial measures differently, or may use other measures to calculate their financial performance, and therefore, Wheels Up’s non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP financial measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. Definitions of Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDAR. We calculate Adjusted EBITDA as Net income (loss) adjusted for (i) Interest income (expense), (ii) Income tax expense, (iii) Depreciation and amortization, (iv) Equity-based compensation expense and (v) other items not indicative of our ongoing operating performance, including but not limited to, restructuring and integration-related charges and non-cash gains and losses on sales of aircraft or other assets. We calculate Adjusted EBITDAR as Adjusted EBITDA, as further adjusted for aircraft lease costs. We include Adjusted EBITDA and Adjusted EBITDAR as supplemental measures for assessing operating performance, to be used in conjunction with bonus program target achievement determinations, strategic internal planning, annual budgeting, allocating resources and making operating decisions, and to provide useful information for historical period-to- period comparisons of our business, as each measure removes the effect of certain non-cash expenses and other items not indicative of our ongoing operating performance. 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 (as defined in our SEC filings), by capital lease or by operating lease, each of which may vary significantly between periods and results in a different accounting presentation. Beginning with the three months ended June 30, 2026, we began including (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt as adjustments in the reconciliation of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss. Prior period Adjusted EBITDA and Adjusted EBITDAR amounts for the three and six months ended June 30, 2025 presented herein have been recast to reflect this change. Please refer to the heading titled “Update to Non-GAAP Definitions – Adjustments for Accounting Gains and Losses from Aircraft Sales” at the end of this investor letter for historical non-GAAP reconciliations of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss for the quarterly periods beginning with the three months ended March 31, 2024 through the three months ended March 31, 2026 and for the years ended December 31, 2025 and 2024. Adjusted Contribution and Adjusted Contribution Margin. We calculate Adjusted Contribution as Gross profit (loss) excluding Depreciation and amortization and adjusted further for equity-based compensation included in Cost of revenue and other items included in Cost of revenue that are not indicative of our ongoing operating performance. Adjusted Contribution Margin is calculated by dividing Adjusted Contribution by total Revenue. We include Adjusted Contribution and Adjusted Contribution Margin as supplemental measures for assessing operating performance and for the following: to be used to understand our ability to achieve profitability over time through scale and leveraging costs; and to provide useful information for historical period-to-period comparisons of our business and to identify trends.

 
10 Reconciliations of Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDAR The following tables reconcile Adjusted EBITDA and Adjusted EBITDAR to Net loss, which is the most directly comparable GAAP measure (in thousands): __________________ (1) Consists of expenses associated with our global integration efforts, including charges for employee separation programs and third- party advisor costs. (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 our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy, as well as certain cash and non-cash costs incurred associated with exiting legacy private jet models. (3) Includes expenses related to the retirement of our legacy aircraft as part of our fleet transition and efficiency and cost reduction initiatives. (4) For the three and six months ended June 30, 2026, primarily consists of on-going lease costs for our former New York City corporate office space, which we vacated during the first quarter of 2025. For the six months ended June 30, 2025, primarily includes a one- time $20.2 million non-cash pre-tax right-of-use asset impairment charge associated with our former New York City corporate office space. (5) Beginning with the three months ended June 30, 2026, we began including (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt as adjustments in the reconciliation of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss. Prior period Adjusted EBITDA and Adjusted EBITDAR amounts have been recast to reflect this change. Adjusted EBITDA and Adjusted EBITDAR, as previously reported without any adjustment for (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt, for the three months ended June 30, 2025, were $(29.0) million and $(25.1) million, respectively, and for the six months ended June 30, 2025, were $(53.2) million and $(43.9) million, respectively. (6) Aircraft lease costs are reflected in Cost of revenue on the condensed consolidated statement of operations for the applicable period. Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net loss ...................................................................... $ (107,249) $ (82,299) $ (190,207) $ (181,612) Add back (deduct): Interest expense ......................................................... 32,950 22,084 58,257 41,964 Interest income ........................................................... (566) (836) (808) (1,984) Income tax (benefit) expense ..................................... (119) 959 390 1,037 Other expense, net ..................................................... 61 470 72 169 Depreciation and amortization .................................... 12,120 13,490 23,834 33,700 Loss on divestiture ..................................................... 507 — 507 — Impairment on legacy fleet retirement ........................ 12,736 — 12,736 — Gain on sale of aircraft held for sale........................... (590) (2,203) (3,098) (8,754) Loss on extinguishment of debt .................................. 25 22 42 60 Loss (gain) loss on disposal of assets, net ................ 4,555 20 4,672 (3,269) Equity-based compensation expense ........................ 12,543 8,295 23,931 20,956 Integration and transformation expense(1) .................. 186 183 680 1,366 Fleet modernization expense(2) .................................. — 7,972 — 13,119 Legacy fleet retirement(3) ............................................ 6,091 — 11,075 — Other(4) ........................................................................ 588 625 1,201 21,367 Adjusted EBITDA(5) ................................................... $ (26,162) $ (31,218) $ (56,716) $ (61,881) Aircraft lease costs(6) .................................................. 6,228 3,918 15,990 9,276 Adjusted EBITDAR(5) ................................................ $ (19,934) $ (27,300) $ (40,726) $ (52,605)

 
11 Adjusted Contribution and Adjusted Contribution Margin The following tables reconcile Adjusted Contribution to Gross profit (loss), which is the most directly comparable GAAP measure (in thousands): __________________ (1) Consists of expenses associated with our global integration efforts, including charges for employee separation programs. (2) Consists of expenses incurred in connection with the execution of our fleet modernization strategy, which primarily includes expenses associated with transitioning our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy, as well as certain cash and non-cash costs incurred associated with exiting legacy private jet models. (3) Includes expenses related to the retirement of our legacy aircraft as part of our fleet transition and efficiency and cost reduction initiatives. (4) 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. Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue ..................................................................... $ 181,999 $ 189,637 $ 350,921 $ 367,167 Less: Cost of revenue................................................. (160,314) (173,955) (319,510) (332,379) Less: Depreciation and amortization .......................... (12,120) (13,490) (23,834) (33,700) Gross profit ............................................................... 9,565 2,192 7,577 1,088 Gross margin ............................................................ 5.3 % 1.2 % 2.2 % 0.3 % Add back (deduct): Depreciation and amortization .................................... 12,120 13,490 23,834 33,700 Equity-based compensation expense in Cost of revenue ....................................................................... 60 100 110 178 Integration and transformation expense in Cost of revenue(1) .................................................................... — — 15 363 Fleet modernization expense in Cost of revenue(2) .... — 7,725 — 10,782 Legacy fleet retirement-related expenses in Cost of revenue(3) ................................................................ 799 — 5,783 — Other in Cost of revenue(4) ......................................... — (437) — (600) Adjusted Contribution.............................................. $ 22,545 $ 23,070 $ 37,319 $ 45,511 Adjusted Contribution Margin ................................. 12.4 % 12.2 % 10.6 % 12.4 %

 
12 Key Operating Metrics In addition to financial measures, we regularly review certain key operating metrics to evaluate our business, determine the allocation of resources and make decisions regarding business strategies. We believe that these metrics can be useful for understanding the underlying trends in our business. The following table summarizes our key operating metrics: __________________ (1) For the three months ended June 30, 2026, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 46.9, 62.5 and 8.0 hours, respectively. For the three months ended June 30, 2025, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 49.0, 54.0 and 40.6 hours, respectively. The decline in Utility of our legacy fleet aircraft during the three months ended June 30, 2026 reflects our decision to retire those aircraft from revenue service in April 2026. Three Months Ended June 30, (in thousands, except Live Flight Legs, Private Jet Gross Bookings per Live Flight Leg, Utility and percentages) 2026 2025 % Change Total Gross Bookings .................................................. $ 241,824 $ 261,948 (8) % Private Jet Gross Bookings ......................................... $ 190,690 $ 208,326 (8) % Live Flight Legs ........................................................... 8,649 11,971 (28) % Private Jet Gross Bookings per Live Flight Leg .......... $ 22,048 $ 17,403 27 % Utility(2) ......................................................................... 49.5 41.1 20 % Completion Rate .......................................................... 99.4 % 97.5 % 2 pp On-Time Performance (A-30) ...................................... 86.8 % 80.3 % 6 pp On-Time Performance (D-60) ...................................... 94.4 % 88.8 % 6 pp 3+ Hour Delay Rate ..................................................... 1.2 % 2.8 % (2) pp Six Months Ended June 30, 2026 2025 % Change Total Gross Bookings .................................................. $ 508,991 $ 503,850 1 % Private Jet Gross Bookings ......................................... $ 383,849 $ 413,619 (7) % Live Flight Legs ........................................................... 16,442 22,866 (28) % Private Jet Gross Bookings per Live Flight Leg .......... $ 23,346 $ 18,089 29 %

 
13 Definitions of Key Operating Metrics Definitions of our key operating metrics are below. From time to time, we may adjust the definitions and calculations of our key operating metrics to reflect changes in our business or new data types, or to improve the accuracy and usefulness of such metrics. Our calculation of our key operating metrics may not be comparable to similarly titled measures reported by other companies. Total Gross Bookings and Private Jet Gross Bookings. We define Total Gross Bookings as the total gross spend by our members and customers on all private jet flight services under our membership program and charter offerings, all group charter flights, which are charter flights with 15 or more passengers (“Group Charter Flights”), and all cargo flight services (“Cargo Services”). We believe Total Gross Bookings provides useful information about the scale of the overall global aviation solutions that we provide our members and customers. We define Private Jet Gross Bookings as the total gross spend by our members and customers on all private jet flight services under our membership program and charter offerings (excluding Group Charter Flights and Cargo Services). We believe Private Jet Gross Bookings provides useful information about the aggregate amount our members and customers spend with Wheels Up versus our competitors. For each of Total Gross Bookings and Private Jet Gross Bookings, the total gross spend by our members and customers is the amount invoiced to the member or customer and includes the cost of the flight and related services, such as catering, ground transportation, certain taxes, fees and surcharges. We use Total Gross Bookings and Private Jet Gross Bookings for historical period-to-period comparisons of our business and to identify trends, including relative to our competitors. Live Flight Legs. We define Live Flight Legs as the number of completed one-way revenue generating private jet flight legs in the applicable period, excluding empty repositioning legs, Group Charter Flights and Cargo Services. We believe Live Flight Legs is a useful metric to measure the scale and usage of our platform, and our ability to generate Flight revenue. Private Jet Gross Bookings per Live Flight Leg. We use Private Jet Gross Bookings per Live Flight Leg to measure the average gross spend by our members and customers on all private jet flight services under our membership program and charter offerings for each Live Flight Leg. Utility. We define Utility for the applicable period as the total revenue generating flight hours flown on our controlled aircraft fleet, excluding empty repositioning legs, divided by the monthly average number of available aircraft in our controlled aircraft fleet. Utility is expressed as a monthly average. We measure the revenue generating flight hours for a given flight on our controlled aircraft as the actual flight time from takeoff to landing. We determine the number of aircraft in our controlled aircraft fleet available for revenue generating flights at the end of the applicable month and exclude aircraft then classified as held for sale. We use Utility to measure the efficiency of our operations, our ability to generate a return on our assets and the impact of our fleet modernization strategy. Completion Rate. We define Completion Rate as the percentage of total scheduled flights operated and completed, excluding customer-initiated flight cancellations. On-Time Performance (A-30). We define On-Time Performance (A-30) as the percentage of total flights flown that arrived within 30 minutes of the scheduled time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights. On-Time Performance (D-60). We define On-Time Performance (D-60) as the percentage of total flights flown that departed within 60 minutes of the scheduled time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights. 3+ Hour Delay Rate. We define 3+ Hour Delay Rate as the percentage of total flights flown that were impacted by a departure delay of longer than three hours after the scheduled departure time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.

 
14 Update to Non-GAAP Definitions – Adjustments for Accounting Gains and Losses from Aircraft Sales Beginning with the three months ended June 30, 2026, we began including (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt as adjustments in the reconciliation of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss. (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt, as presented for purposes of the Adjusted EBITDA and Adjusted EBITDAR non-GAAP reconciliations, are non-operating items that are included in the computation of Net loss in the condensed consolidated statements of operations. Management believes that including (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt in the non-GAAP reconciliation of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss improves the usefulness and clarity of our non-GAAP financial measures by removing the impact of accounting gains or losses generated from aircraft dispositions and related debt repayments that are not indicative of our core operating performance. This update has no effect on any of our previously reported GAAP results. The historical non-GAAP reconciliations of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss under the previous definition are included below, and are followed by tables that reflect the updated definition that adjusts for (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt for such non-GAAP financial measures for the quarterly periods beginning with the three months ended March 31, 2024 through the three months ended March 31, 2026 and for the years ended December 31, 2025 and 2024. Reconciliation of Adjusted EBITDA and Adjusted EBITDAR to Net income (loss) (Updated Definition – in thousands) Three Months Ended Year Ended March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2025 December 31, 2024 Net loss $ (82,958) $ (28,875) $ (83,730) $ (82,299) $ (99,313) $ (87,538) $ (57,731) $ (96,973) $ (97,393) $ (294,217) $ (339,635) Add back (deduct): Interest expense 25,307 24,996 23,510 22,084 19,880 18,089 16,041 16,667 14,555 90,470 65,352 Interest income (242) (405) (631) (836) (1,148) (922) (907) (285) (56) (3,020) (2,170) Income tax expense (benefit) 509 1,134 1,332 959 78 494 405 441 (114) 3,503 1,226 Other expense (income), net 11 1,248 (4) 470 (301) 218 149 221 129 1,413 717 Depreciation and amortization 11,714 13,545 13,926 13,490 20,210 13,074 12,484 15,593 15,395 61,171 56,546 Change in fair value of warrant liability — — — — — 17 (107) 70 28 — 8 Loss (gain) on divestiture — 152 (1,833) — — 1,400 — — (3,403) (1,681) (2,003) Loss (gain) on disposal of assets, net 117 (1,211) (480) 20 (3,289) 1,538 (70) (136) 1,963 (4,960) 3,295 Equity-based compensation expense 11,388 11,975 12,499 8,295 12,661 12,613 7,885 14,268 11,211 45,430 45,977 Integration and transformation expense(1) 494 1,021 2,866 183 1,183 — — — — 5,253 — Fleet modernization expense(2) — 9,008 8,697 7,972 5,147 28,135 — — — 30,824 28,135 Legacy fleet retirement(3) 4,984 — — — — — — — — — — Restructuring charges(4) — — — — — 365 970 4,371 2,144 — 7,850 Atlanta Member Operations Center set-up expense(5) — — — — — — — 458 3,023 — 3,481 Certificate consolidation expense(6) — — — — — 794 1,143 3,674 1,138 — 6,749 Other(7) 613 340 624 625 20,742 416 (244) 4,276 2,151 22,331 6,599 Adjusted EBITDA (previous definition) $ (28,063) $ 32,928 $ (23,224) $ (29,037) $ (24,150) $ (11,307) $ (19,982) $ (37,355) $ (49,229) $ (43,483) $ (117,873) Aircraft lease costs(8) 9,762 3,980 3,573 3,918 5,358 8,133 8,387 8,596 8,143 16,829 33,260 Adjusted EBITDAR (previous definition) $ (18,301) $ 36,908 $ (19,651) $ (25,119) $ (18,792) $ (3,174) $ (11,595) $ (28,759) $ (41,086) $ (26,654) $ (84,613)

 
15 __________________ (1) Consists of expenses associated with the Company’s global integration efforts, including charges for employee separation programs and third-party advisor costs. (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 cash and non- cash costs incurred associated with exiting legacy private jet models. (3) Includes expenses related to the retirement of our legacy aircraft as part of our fleet transition and efficiency and cost reduction initiatives. (4) Includes charges for contract termination fees and employee separation programs as part of our cost reduction and strategic business initiatives. (5) Consists of expenses associated with establishing our Member Operations Center located in the Atlanta, Georgia area and its operations, primarily including redundant operating expenses during the transition period, relocation expenses for employees and costs associated with onboarding new employees. (6) Consists of expenses incurred to execute the consolidation of our U.S. Federal Aviation Administration operating certificates, primarily related to pilot training and retention programs, and consultancy fees associated with planning and implementing the consolidation process. (7) For the three months ended March 31, 2026, primarily consists of on-going lease costs for our former New York City corporate office space, which we vacated during the first quarter of 2025. For the three months ended March 31, 2025 and year ended December 31, 2025, 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 each of the three months ended March 31, 2024, June 30, 2024 and September 30, 2024 and the year ended December 31, 2024, includes collections of certain aged receivables, which were added back to Net loss in the reconciliation presented for the year ended December 31, 2022. For the three months ended March 31, 2024 and year ended December 31, 2024, includes (i) reserves and/or write-off of certain aged receivables associated with the aircraft management business divested on September 30, 2023 and (ii) expenses associated with ongoing litigation matters. For the three months ended June 30, 2024 and year ended December 31, 2024, includes 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. (8) Aircraft lease costs are reflected in Cost of revenue on the consolidated statement of operations for the applicable period. We started reporting Adjusted EBITDAR beginning with the three months ended March 31, 2025. Three Months Ended Year Ended March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2025 December 31, 2024 Adjusted EBITDA (previous definition) $ (28,063) $ 32,928 $ (23,224) $ (29,037) $ (24,150) $ (11,307) $ (19,982) $ (37,355) $ (49,229) $ (43,483) $ (117,873) Adjustments: (Gain) loss on sale of aircraft held for sale (2,508) (39,272) (3,737) (2,203) (6,551) (1,942) (190) 234 (2,724) (51,763) (4,622) Loss on extinguishment of debt (17) (40) (19) (22) (38) (14,914) (289) (805) (1,706) (119) (17,714) Adjusted EBITDA (updated definition) $ (30,588) $ (6,384) $ (26,980) $ (31,262) $ (30,739) $ (28,163) $ (20,461) $ (37,926) $ (53,659) $ (95,365) $ (140,209) Three Months Ended Year Ended March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2025 December 31, 2024 Adjusted EBITDAR (previous definition) $ (18,301) $ 36,908 $ (19,651) $ (25,119) $ (18,792) $ (3,174) $ (11,595) $ (28,759) $ (41,086) $ (26,654) $ (84,613) Adjustments: (Gain) loss on sale of aircraft held for sale (2,508) (39,272) (3,737) (2,203) (6,551) (1,942) (190) 234 (2,724) (51,763) (4,622) Loss on extinguishment of debt (17) (40) (19) (22) (38) (14,914) (289) (805) (1,706) (119) (17,714) Adjusted EBITDAR (updated definition) $ (20,826) $ (2,404) $ (23,407) $ (27,344) $ (25,381) $ (20,030) $ (12,074) $ (29,330) $ (45,516) $ (78,536) $ (106,949)