Wheels Up Experience Inc.: Form 10-Q for the period ended Mar 31, 2026

The following management’s discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with our condensed consolidated financial statements and the related notes included in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (this “Quarterly Report”) and our audited consolidated financial statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in our Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report”). This discussion contains forward-looking statements which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” included in this Quarterly Report for more information. Unless the context otherwise requires, references in this MD&A section to “Wheels Up,” “we,” “us,” “our,” and “the Company” are intended to mean the business and operations of Wheels Up Experience Inc. and its consolidated subsidiaries for all periods.

Overview of Our Business

Wheels Up is a leading provider of global on-demand private aviation that offers a complete private aviation solution with a large, diverse aircraft fleet, backed by an uncompromising commitment to safety and service. Our offering is delivered through a mix of our charter solutions and membership program that strategically utilize our controlled aircraft fleet and global network of safety-vetted charter operators to deliver a greater range of travel alternatives. In addition, our first-of-its-kind partnership with Delta Air Lines, Inc. (“Delta”) provides our members and customers with a seamless offering across both private and premium commercial travel.

We offer numerous services to our members, customers and industry partners, and generate the majority of our revenue from member and customer flights, whether as part of Wheels Up’s membership program or charter solutions. Our Wheels Up Signature Membership, an evolution enabled by our fleet modernization strategy that provides members access to our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft, is designed to give our members flexibility, certainty and premium benefits that make flying simpler and more rewarding. Signature Members pay a small monthly fee and purchase a fund as an advance to us for the cost of future flight services and other incidental costs, such as catering and ground transportation (a “Membership Fund”). Signature Membership unlocks increased flexibility, allowing our members to choose between the Dynamic Access Plan, which provides discounted, dynamically-priced hourly rates, and the Fixed Access Plan, which provides predictability and consistency in hourly rates to private flyers. Our first-of-its-kind partnership with Delta gives our members the opportunity to earn Delta SkyMiles® Diamond Medallion® status based on their qualifying Wheels Up spend and use their Membership Fund to purchase discounted Delta flights and receive other benefits with Delta, in each case subject to certain terms and conditions. We also continue to provide Custom Enterprise Solutions to larger corporate customers.

For travelers looking to pay as they go, Wheels Up’s charter solutions allow members and customers to book charter trips with no upfront costs. Wheels Up offers options to suit virtually every charter need through our international network of trusted partners. Our charter offerings customize the member and customer experience for short- and long-haul flights with bespoke private jet arrangements or group charters, including for commercial-size charters with large passenger groups of 15 or more, sports teams, global corporate events and tour operations. Wheels Up also provides cargo services to a range of clients, including individuals and government organizations, via Air Partner Cargo. The Company’s charter solutions complement its membership program and provide a leading solution for members and customers wishing to fly globally through attractive market-based pricing and personalized alternatives.

Recent Developments

Commitment Letter for $100 million Unsecured Term Loan

On May 10, 2026, the Company entered into a commitment letter, pursuant to which certain of the Company’s existing lenders, Delta, Cox Investment Holdings, LLC (“CIH”) and CK Wheels LLC (“CK Wheels” and, collectively with Delta and CIH, the “Lead Lenders”), committed to provide a $100 million unsecured term loan credit facility (the “Proposed 2026 Term Loan”) to the Company, which is expected to close in the second quarter of 2026. The anticipated maturity date for the Proposed 2026 Term Loan is the earlier of three years after the initial closing date of the Proposed 2026 Term Loan and 91 days prior to the scheduled maturity date under the Credit Agreement (as defined herein). The commitment of the Lead Lenders to provide the Proposed 2026 Term Loan to the Company is subject to the satisfaction or waiver of certain customary conditions, including the conditions precedent to closing specified in the term sheet filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 11, 2026, and the delivery of customary closing documentation substantially consistent with the Credit Agreement, as modified by such term sheet. The Company anticipates that the expected aggregate net proceeds of approximately $100 million (before transaction-related expenses) from the closing of the Proposed 2026 Term Loan will be used for (i) certain working capital and general corporate purposes, (ii) the payment of transaction costs, and (iii) any other items agreed to by the parties in the Proposed 2026 Term Loan definitive documentation. In addition, the Company anticipates that certain conforming amendments to the Credit Agreement will be made to permit the Proposed 2026 Term Loan.

Efficiency, Productivity and Cost Reduction Initiatives

We first announced in August 2025 that we were in the process of implementing initiatives that are expected to drive approximately $50 million in annual cash cost savings following implementation through the efficiency, productivity and overhead cost reduction actions associated with our fleet modernization plan and other actions. In November 2025, we increased our estimate of the annual cash cost savings from $50 million to $70 million due to additional savings measures identified. These actions are ongoing and are expected to continue through the second quarter of 2026. We anticipate that we will realize a portion of the expected savings on a rolling basis as actions, including those described below, are taken, with the full impact of the anticipated cost savings expected to be reflected in our financial results beginning in the third quarter of 2026 relative to a second quarter of 2025 baseline.

In the first quarter of 2026, we announced the unification of our global private jet sales teams under the Wheels Up brand to provide a single, personalized team to manage private aviation membership, global private charter, group charter and flexible private-commercial travel through our first-of-its-kind partnership with Delta. In connection with the implementation of our newly integrated commercial model, we anticipate realizing run-rate net cost savings from expected efficiencies in our sales, marketing, account management, and service delivery organizations, as well as separate back-end platforms and processes. We also continue to implement discrete cost reductions across our organization in areas that do not impact the member and customer experience, safety and operational reliability.

Fleet Update

In October 2024, we announced our fleet modernization strategy, the goal of which was to transition from the operation of our legacy aircraft fleets to premium Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft. Since announcement, we have made tremendous progress to scale our premium Challenger and Phenom fleets, retire legacy aircraft fleets from revenue service, improve the member and customer experience, enhance our operating performance and reliability, and evolve our commercial offerings to fit the needs of individual and business travelers. In April 2026, we completed our fleet modernization strategy approximately 18 months ahead of our original goal upon retiring our remaining legacy jet aircraft - our Cessna Citation X and Hawker 400XP fleets - from revenue service. As of the date of this Quarterly Report, we have shifted our on-fleet jet operations to our premium Bombardier Challenger 300 and Embraer Phenom 300 series jet aircraft. We are now fully focused on scaling our premium jet fleets, which we expect to nearly double between the end of 2025 and 2026.

As of March 31, 2026, our controlled aircraft fleet consisted of:

(1) Gulfstream G-IVSP aircraft support special missions contracts and do not operate regular member and charter customer flights.

(2) In April 2026, we retired our Cessna Citation X, Hawker 400XP and turboprop aircraft from revenue service. We intend to sell or return such aircraft to their lessors.

(3) Consists of Beechcraft and Textron King Air 350i turboprop aircraft.

Commercial Update

We continue to see success with sales of Wheels Up Signature Membership, which we launched in September 2025, to new customers and existing members, alongside growth in our Custom Enterprise Solutions for corporate customers and charter offerings. As of the date of this Quarterly Report, we have sold more than 800 Signature Memberships to new and existing members and Signature Members now comprise approximately one-third of our total membership base. In addition, the average Membership Fund size grew 33% year-over-year in the first quarter of 2026. This success, paired with continued expansion of our premium Challenger and Phenom fleets, led us to discontinue our legacy membership options for new customers in January 2026 and existing members on March 31, 2026. We believe that concentrating our sales and service efforts on growth of our Signature Membership focused on our premium Challenger and Phenom fleets is aligned with our goal of profitable growth. We also believe that this evolution aligns with our newly integrated commercial model and commitment to providing elevated customer experiences.

Non-GAAP Financial Measures

In addition to our results of operations below, we report certain key financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures are in addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to any performance measures derived in accordance with GAAP. We believe 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, our non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies. Accordingly, you are cautioned not to place undue reliance on this information.

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. 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 and for the following:

• 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 herein), by capital lease or by operating lease, each of which may vary significantly between periods and results in a different accounting presentation.

The following table reconciles each of Adjusted EBITDA and Adjusted EBITDAR to Net loss, which is the most directly comparable GAAP measure (in thousands):

(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 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 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, 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) Aircraft lease costs are reflected in Cost of revenue on the condensed consolidated statement of operations for the applicable period.

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.

The following table reconciles Adjusted Contribution to Gross loss, which is the most directly comparable GAAP measure (in thousands, except percentages):

(1) Consists of expenses associated with the Company’s global integration efforts including charges for employee separation programs.

(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) 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.

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) Amount shown in thousands.

(2) For the three months ended March 31, 2026, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 47.6, 56.1 and 29.2 hours, respectively. For the three months ended March 31, 2025, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 34.5, 11.0 and 36.3 hours, respectively.

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.

Results of Operations

Results of Operations for the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

The following table sets forth our results of operations for each of the three months ended March 31, 2026 and 2025 (in thousands):

n/m Not meaningful

Revenue

Revenue decreased for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, as follows (in thousands).

The decrease in Membership revenue was primarily driven by a decrease in members year-over-year due largely to streamlining our membership offering and shifting less frequent flyers to our charter offerings.

The marginal decrease in Flight revenue was primarily driven by a $42.0 million reduction attributable to a 28% decrease in Live Flight Legs year-over-year which was substantially offset by a $38.0 million increase attributable to a 36% increase in Flight revenue per Live Flight Leg. This was a result of a greater mix of flights on larger cabin and premium jets generally associated with higher hourly rates.

The decrease in Other revenue was primarily attributable to the absence of $5.1 million in services revenue following the divestiture of certain non-core services businesses in the third quarter of 2025 (see Note 5, Acquisition and Divestitures in the Notes to Financial Statements in Part II, Item 8 “Financial Statements and Supplementary Data” in our Annual Report) and the absence of $1.7 million in ground services revenue due to the sale of our fixed-base operator activities in the first quarter of 2025. These decreases were partially offset by an increase of $5.3 million in group charter-related revenue associated with multiple geopolitical events in the first quarter of 2026, which increased demand.

Cost of Revenue

Cost of revenue was relatively flat for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The marginal increase was primarily driven by a $22.6 million rise in third-party operator spend due to our decision to strategically shift a greater number of flights to third-party operators as we scale down our legacy controlled fleet as part of our fleet transition, a $5.0 million increase in reserves for parts inventory associated with retiring legacy controlled aircraft and a $4.4 million increase in aircraft lease costs. These increases were partially offset by a $22.3 million decrease in compensation expense due to headcount reductions as a result of our previously-announced efficiency and cost reduction initiatives, an $8.0 million decrease in fuel costs and airport fees primarily due to lower Live Flight Legs on our controlled aircraft and a $0.9 million decrease in maintenance expense attributable to lower rates on engine programs for our premium jet fleets versus legacy fleets.

Other Operating Expenses

Technology and Development

Technology and development expenses decreased by $1.8 million, or 17%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily driven by a $2.3 million reduction in employee compensation and allocable costs due to reduced headcount and a $0.9 million decrease in enterprise software and other IT-related spend, in each case as a result of our previously-announced efficiency and cost reduction initiatives. These decreases were partially offset by a $1.4 million increase in expenses driven by lower capitalization of expenses as result of reduced headcount and consultant spend.

Sales and Marketing

Sales and marketing expense was relatively flat for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, largely due to cost controls implemented as part of our previously-announced efficiency and cost reduction initiatives.

General and Administrative

General and administrative expenses decreased by $30.0 million, or 53%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily driven by the absence of a $20.2 million right-of-use asset impairment recorded in the first quarter of 2025 associated with vacating our former New York City corporate office space and a $9.6 million reduction in employee compensation and allocable costs as a result of reduced headcount as a result of our previously-announced efficiency and cost reduction initiatives.

Depreciation and Amortization

Depreciation and amortization expenses decreased $8.5 million, or 42%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily driven by higher expense recognized in the first quarter of 2025 for amortization of capitalized software and a one-time impairment of certain leasehold improvements and furniture and fixtures associated with vacating our former New York City corporate office space (see Note 8, Leases of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report).

Interest Income

Interest income decreased $0.9 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily driven by a decrease in cash equivalents held in money market funds and lower interest rates versus the prior year period.

Interest Expense

Interest expense increased $5.4 million, or 27%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily attributable to paid-in-kind interest expense associated with the Term Loan and Credit Support Premium (as each is defined below).

Other Expense, Net

Other expense, net was relatively consistent for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Liquidity and Capital Resources

Overview and Liquidity Outlook

Our principal sources of liquidity have historically consisted of financing activities, including proceeds from debt financing transactions and the ATM Program (as defined below), proceeds from asset sales aligned with our long-term business strategies, and operating activities, primarily from deferred revenue associated with the sale of Membership Funds. As of March 31, 2026, we had $54.1 million of Cash and cash equivalents and $34.6 million of Restricted cash, and our long-term debt obligations consisted primarily of approximately $196.9 million aggregate principal amount outstanding of Revolving Equipment Notes (as defined below), and approximately $501.6 million, $40.7 million and $9.9 million aggregate principal amount outstanding under the Term Loan, Revolving Credit Facility and Credit Support Premium (as each term is defined below), respectively, in each case inclusive of capitalized paid-in-kind interest. In addition, we had a working capital deficit of $689.6 million as of March 31, 2026, and Net cash used in operating activities was $99.6 million for the three months ended March 31, 2026. See the caption titled “Any inability to satisfy the terms of our contractual agreements, including operating leases and debt financing obligations, could adversely affect our business, results of operations and financial condition” in Part I, Item 1A “Risk Factors” in our Annual Report for more information about our contractual obligations.

We expect to meet our liquidity needs for the next 12 months with a combination of cash and cash equivalents, cash flows from operations, strategic dispositions of legacy aircraft assets, proceeds from borrowings under the Proposed 2026 Term Loan expected to be provided by the Lead Lenders and, depending on market conditions, sales of shares of Common Stock under the ATM Program or other debt or equity financings. Our ability to satisfy our long-term liquidity needs will depend on, among others, our ability to generate cash flows from operations and enter into additional or alternate financing arrangements.

Sources and Uses of Liquidity

Long-Term Debt

The terms of our material long-term debt arrangements are briefly summarized below. See Note 6, Long-Term Debt in the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report for more information about the Revolving Equipment Notes, Credit Support Premium, Term Loan and Revolving Credit Facility (as each term is defined below). As of March 31, 2026, scheduled maturities of our long-term debt: (i) for the remainder of 2026 were expected to be approximately $16.3 million; (ii) from 2027 through 2029 were expected to range between $22.8 million and $182.2 million annually; and (iv) in and after 2030 were nil.

Revolving Equipment Notes Facility

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

Any amounts of principal under a Revolving Equipment Note repaid by WUP LLC prior to the Availability Period, either through regular principal amortization payments or from the early redemption of principal amounts related to any aircraft secured by the Revolving Equipment Notes Facility, will become available to be reborrowed by WUP LLC for the purchase of additional aircraft to be secured by such facility during the Availability Period, subject to certain conditions. WUP LLC may redeem any Revolving Equipment Note in connection with the sale of an aircraft that constitutes Revolving Equipment Notes Collateral (as defined in Note 6, Long-Term Debt in the Notes to Condensed Consolidated Financial Statements) or otherwise, at any time, and is not required to pay any prepayment premiums in connection with such early redemptions. We are subject to certain covenants under the Revolving Equipment Notes Facility summarized in Note 6, Long-Term Debt in the Notes to Condensed Consolidated Financial Statements.

During the three months ended March 31, 2026, WUP LLC redeemed in-full the Revolving Equipment Notes for nine aircraft, which reduced the aggregate principal amount outstanding under the Revolving Equipment Notes Facility by $31.9 million, and issued new Revolving Equipment Notes for nine aircraft in the aggregate principal amount of $60.7 million. As of March 31, 2026, under the Revolving Equipment Notes Facility: (i) approximately $196.9 million aggregate principal amount of Revolving Equipment Notes were outstanding; (ii) approximately $135.1 million was available to be borrowed to fund future aircraft acquisitions; and (iii) the carrying value of the 55 aircraft that were subject to first-priority liens under outstanding Revolving Equipment Notes was $238.0 million.

Credit Support

Delta provides credit support for the Revolving Equipment Notes Facility, which effectively guarantees WUP LLC’s payment obligations thereunder upon the occurrence and continuation of specified events of default, in exchange for an annual fee as a percentage of the aggregate principal amounts drawn under the Revolving Equipment Notes Facility that is payable-in-kind by the Company and accrues interest over the life of the Revolving Equipment Notes Facility (the “Credit Support Premium”). The Credit Support Premium constitutes a revolving loan payable to Delta under the Revolving Credit Facility pursuant to the Second Credit Agreement Amendment (as defined below). Amounts in respect of the Credit Support Premium accrue while the Revolving Equipment Notes are outstanding and include interest that is compounded and capitalized on the last day of each calendar quarter; however, any such accrued amounts do not reduce Delta’s $100.0 million commitment under the Revolving Credit Facility. The Credit Support Premium will become due and payable in-full upon the earlier of repayment and extinguishment of the Revolving Equipment Note Facility and the termination of Delta’s obligation to provide credit support for the Revolving Equipment Notes Facility.

Term Loan & Revolving Credit Facility

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 (the “Second Credit Agreement Amendment”), and as further amended by the Third Credit Agreement Amendment, the “Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors (collectively with the Company, the “Loan Parties”), Delta, CK Wheels, CIH and certain other lenders party thereto from time to time (collectively, the “Lenders”), and U.S. Bank Trust Company, N.A., as administrative agent for the Lenders and as collateral agent for the secured parties (the “Agent”), pursuant to which as of March 31, 2026 (i) the Lenders have provided a term loan facility (the “Term Loan”) in the aggregate original principal amount of $390.0 million and (ii) Delta has provided a commitment for a revolving loan facility (the “Revolving Credit Facility” and together with the Term Loan, the “Credit Facility”) in the aggregate original principal amount of $100.0 million.

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

As part of the Credit Facility, Delta has provided a commitment for the Revolving Credit Facility in the aggregate original principal amount of $100.0 million, which is separate and apart from the portion with respect to the Credit Support Premium. The Company may borrow available amounts under the Revolving Credit Facility at any time through September 20, 2026 in an amount and to the extent that after giving pro forma effect to any borrowing thereunder, the Company’s Unrestricted Cash Amount (as defined in the Credit Agreement) will not exceed $100.0 million. The Company generally must promptly repay any borrowings under the Revolving Credit Facility prior to maturity as follows: (i) at any time prior to September 20, 2026, to the extent the Unrestricted Cash Amount (as defined in the Credit Agreement) exceeds $100.0 million and (ii) on or after September 20, 2026 but prior to maturity, to the extent that the Unrestricted Cash Amount (as defined in the Credit Agreement) exceeds $125.0 million and if Consolidated Cash Flow (as defined in the Credit Agreement) has been positive for any fiscal quarter since September 20, 2023. As of March 31, 2026 and the date of this Quarterly Report, $40.0 million and $100.0 million, respectively, aggregate principal amount was outstanding under the Revolving Credit Facility (excluding capitalized paid-in-kind interest) and $60.0 million and nil, respectively, remained available to be drawn thereunder with respect to Delta’s $100.0 million commitment.

At-the-Market Common Stock Offering Program

In August 2025, the Company entered into an ATM Equity OfferingSM Sales Agreement (the “ATM Sales Agreement”) with BofA Securities, Inc. and Jefferies LLC (together, the “Sales Agents”), pursuant to which we may sell, from time to time, up to an aggregate sales price of $50.0 million of our Class A common stock, $0.0001 par value per share (“Common Stock”), through the Sales Agents (the “ATM Program”). Sales of shares of Common Stock under the ATM Sales Agreement, if any, may be made by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (“Securities Act”), including sales made in ordinary brokers’ transactions on The New York Stock Exchange or otherwise at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices and block trades. During the three months ended March 31, 2026, the Company did not issue any shares of Common Stock under the ATM Program and had approximately $0.6 million of capacity to issue shares of Common Stock thereunder in the future. This Quarterly Report is not an offer to sell or the solicitation of any offer to buy shares of Common Stock under the ATM Program, nor shall there be an offer, solicitation or sale of such shares of Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Cash Flows

The following table summarizes our cash flows for each of the three months ended March 31, 2026 and 2025 (in thousands):

Cash Flow from Operating Activities

The cash outflow from operating activities consisted of our Net loss during the respective periods, net of non-cash items of $48.3 million and $61.5 million during the three months ended March 31, 2026 and 2025, respectively, and the balance from a general decrease in net operating assets and liabilities. During the three months ended March 31, 2026, we sold $91.8 million of Membership Funds, which was a 31% decrease from the $133.0 million of

Membership Funds sold during the three months ended March 31, 2025. The decrease was primarily attributable to our shift to selling our Signature Membership offering, which is aimed at attracting higher spending members that generally fly more frequently and primarily utilize our premium jet fleets, and our decision to discontinue sales of legacy fleet-focused Membership Funds to new customers in January 2026 and existing legacy product members in March 2026. Membership Funds are generally non-refundable cash deposits that are accounted for as Deferred revenue until the time at which they are used by members or customers in accordance with the terms applicable to such Membership Fund.

Cash Flow from Investing Activities

The cash outflow from investing activities during the three months ended March 31, 2026 was primarily attributable to cash outflows of $64.3 million for capital expenditures, including $61.3 million related to fleet modernization and $1.9 million of capitalized software development costs. The cash outflows were partially offset by $25.6 million in proceeds from sales of aircraft that were classified as held for sale.

Cash Flow from Financing Activities

The cash inflow from financing activities was primarily attributable to the issuance of new Revolving Equipment Notes for nine aircraft in the aggregate principal amount of $60.7 million and $40.0 million of borrowings under the Revolving Credit Facility, partially offset by payments of long-term debt of $37.1 million.

Future Obligations and Commitments

As of March 31, 2026, our principal ongoing commitments consisted of contractual cash obligations to pay principal and interest payments under the Revolving Equipment Notes, principal and accrued interest under the Credit Agreement when due at maturity (including any amounts in respect of the Credit Support Premium), operating leases for our controlled aircraft, offices and operational facilities, aircraft maintenance costs, trade payables and ordinary course arrangements involving our obligation to provide future services for which we have already received deferred revenue. For further information about the foregoing obligations and commitments, see the following Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report: Note 2, Revenue; Note 6, Long-Term Debt; and Note 8, Leases.

As we continue to scale our premium jet fleet, we anticipate, among other things, purchasing or leasing aircraft, acquiring other private aviation operators or entering into alternative financing structures or business arrangements to provide aircraft supply. From time to time, we enter into purchase agreements for premium jet aircraft, which are subject to customary representations, warranties, covenants, closing conditions and termination rights. Such agreements typically require us to make up-front deposits prior to multi-week inspections and maintenance events required before paying the balance of the purchase price to complete the purchase. We expect this next phase of growth to be capital intensive and require significant internal and external resources. As of the date of this Quarterly Report, we expect that we will fund any fleet transition-related obligations or commitments using cash and cash equivalents on-hand, including cash received from any sales or sale-leaseback transactions involving our owned aircraft, operating cash flows, available borrowings under the Revolving Equipment Notes Facility, the expected proceeds from the Proposed 2026 Term Loan, and potential future net proceeds from additional debt or equity financings. See “We may not be able to successfully implement our growth strategies or realize the expected benefits of our strategic initiatives, including changes in our commercial offerings, operational efficiency and cost reduction actions, and our fleet modernization strategy” in Part II, Item 1A “Risk Factors” in this Quarterly Report for more information.

Further, we are in the process of selling legacy owned aircraft and returning legacy leased aircraft to their lessors. While the contractual commitments we enter into to sell aircraft generally result in the payment of net proceeds to the Company upon execution of the sale, we may incur significant expenditures over time to maintain, repair, store and prepare aircraft for sale and incur gains and losses upon the sale of aircraft. Similarly, our aircraft leases generally have multi-year terms, require us to pay for maintenance costs associated with the aircraft and return the aircraft to the lessor in a specified condition, each of which may require significant cash expenditures, including upon strategic early termination or non-renewal of a lease. See “The residual value of our owned aircraft may be less than estimated in our depreciation policies” and “We may incur substantial costs related our leased aircraft, including for return obligations” in Part I, Item 1A “Risk Factors” in our Annual Report for more information.

In addition, the Share Repurchase Program (as defined in Part II, Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds”) gives management the discretion to purchase shares of Common Stock from time to time, and any open order or executory contract to acquire shares of Common Stock in the future would constitute a cash contractual commitment by the Company to the extent it is not cancelled prior to trade execution.

Off-Balance Sheet Arrangements

As of March 31, 2026, we were not a party to any off-balance sheet arrangements (as defined in Regulation S-K) that have or are reasonably likely to have a current or future material effect on our financial condition, results of operations or cash flows.

Critical Accounting Policies and Estimates

For further information about our critical accounting policies and estimates, and recent accounting pronouncements, see Note 1, Summary of Business and Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 “Financial Statements” in this Quarterly Report and the caption titled “Critical Accounting Policies and Estimates” in Part II, Item 7 “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” included in our Annual Report, as applicable. There have not been any material changes to our significant and critical accounting policies and estimates since the filing of our Annual Report.

In the ordinary course of operating our business, we are exposed to market risks. Market risk represents the risk of loss that may impact our financial position or results of operations due to adverse changes in financial market prices and rates. Our principal market risks relate to interest rates, aircraft fuel and foreign currency exchange. There have not been any material changes to the market risks described in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” included in our Annual Report.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the period covered by this Quarterly Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2026, to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Control over Financial Reporting and Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented or overridden. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected or preventable.

In addition to the risks set forth below and the information set forth in this Quarterly Report, you should carefully consider the “Risk Factors” under Part I, Item 1A “Risk Factors” in our Annual Report and in our other filings with the SEC from time to time. You should be aware that these risk factors and other information may not describe every risk facing Wheels Up. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial could adversely affect our business, liquidity, financial condition and results of operations.

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

We require sufficient liquidity levels for our operations and strategic business initiatives, including our ongoing multi-year business transformation and scaling our premium jet fleets. We have existing debt obligations and we expect to from time to time incur additional debt obligations or other arrangements to fund working capital requirements, other debt service obligations, strategic transactions, capital expenditures and strategic initiatives, including to scale our premium jet fleets and fund future business growth. Factors that may affect our ability to obtain additional financing, refinance existing debt obligations, close announced or committed financings or access the capital markets on terms attractive to us, or at all, include: our financial performance, operating cash flows and liquidity; the timing of capital requirements or strategic initiatives; changes in the market for our equity securities and conditions in the capital markets generally; our credit status or credit ratings; market conditions in the private aviation industry; general economic conditions and geopolitical events; and the ability to use our assets as collateral for future financings, refinancings or sale-leaseback transactions. We may also be required to seek the consent of third parties under the agreements governing our existing debt obligations and the Investor Rights Agreement for any new financing, refinancing or capital markets activity. In addition, incurring additional indebtedness may hinder our ability to obtain future debt or equity financing, result in certain counterparties being unwilling to enter business relationships with us, or adversely impact our financial performance due to, among other things, existing debt levels and the timing of maturity of our debt obligations, our debt service obligations, the unavailability of unencumbered collateral or relative lien priority, or our credit ratings or profile. External financing may not be timely available to us on terms that we deem attractive, or at all, to fund the capital needs of our business and satisfy our obligations in the ordinary course of business. Any inability to timely source additional financing on terms we deem attractive, or at all, could adversely affect our business, results of operations, financial condition, liquidity and ability to timely execute our strategic goals.

Additionally, we have announced the Proposed 2026 Term Loan and may from time to time announce our intention to enter into other future financing transactions or enter into commitments with capital providers for potential financing transactions that have not closed. Such potential financing transactions are generally subject to certain terms and conditions that must be satisfied, including the completion of definitive documentation and/or due diligence reviews, in order to enter into and close such potential transactions. We can provide no assurance that we will be able to close such potential financing transactions on the terms and timeline that we initially anticipate, or at all, or that we will realize the anticipated benefits from such financings or commitments to provide available liquidity, including with respect to any such transactions that are intended to fund strategic transactions, working capital needs or our multi-year business transformation or other strategic goals. Any inability to timely close any announced or committed potential financing transaction on terms we deem attractive, or at all, could adversely affect our business, results of operations, financial condition and liquidity.

Our ability to meet our debt service obligations, including required principal and interest payments on our outstanding indebtedness, will depend on future performance, which is subject to financial, economic, competitive, regulatory, and other factors beyond our control. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital, or restructure or refinance our indebtedness. We may not be able to implement any of these alternatives on satisfactory terms, or at all. Failure to meet our debt service obligations would have a material adverse effect on our business, results of operations, financial condition and liquidity.

A decrease in demand for the private aviation services we offer could adversely affect our business, results of operations and financial condition.

Demand for private aviation services has historically fluctuated due to economic cycles, geopolitical events, the COVID-19 pandemic, the impact of aviation fuel prices and other events that influence the behavior of private flyers. Any general downturn in economic, business and financial conditions, including outsized impacts in larger metropolitan areas in the U.S., U.K. and Europe where our members and charter customers are more concentrated, that has an adverse effect on our members’ or customers’ spending habits could decrease their demand for travel and, to the extent they travel, increase their use of other modes of travel. In addition, various factors within and outside of our control may impact the demand for our services, our ability to acquire new and retain existing members and customers, and our ability to sell Membership Funds and charter offerings, differently than other participants in the private aviation industry, including due to, among other things, changes in our service offerings, business model, sales efforts or success, asset base, financial condition, results of operations or liquidity outlook, or the impact and perception of announced, committed or closed transactions, including debt financings. If demand for private aviation and other services we offer, our success in selling our services or the perception of us held by our members, customers or potential customers, were to decrease for any reason, we could experience slower than expected growth, lower demand for flight services, a reduction in flight spend or the utilization of our aircraft, lower purchases or usage of Membership Funds, or a general shift from our membership program (where Membership Funds received up front are typically applied to future flying over a multi-month period), to our charter solutions (where funds for a flight are received close in time to booking), each of which could have an adverse effect on our business, results of operations, financial condition and financial goal achievement. In addition, the timing and magnitude of one or more of these events could amplify the adverse impact to our business, results of operations, financial condition and financial goal achievement for periods after the conclusion of such events.