Wheels Up Experience Inc.: Form 10-Q for the period ended Jun 30, 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 June 30, 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 global provider of on-demand private aviation that offers a complete private aviation solution 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 fleet of Bombardier Challenger 300 series and Embraer Phenom 300 series premium jet aircraft 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 our members, customers and industry partners numerous aviation services 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 provides members access to our growing fleet of Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft, and is designed to give our members flexibility, certainty and premium benefits that make flying simpler and more rewarding. Wheels Up 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 or other personalized services (a “Membership Fund”). Wheels Up 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 provide Custom Enterprise Solutions tailored to the specific needs of our 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 or without a Membership Fund. We offer 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. We also provide cargo services to a range of clients, including individuals and government organizations, via Air Partner Cargo. Our charter solutions complement our 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

Efficiency, Productivity and Cost Reduction Initiatives

We first announced in August 2025 that we were in the process of implementing initiatives expected to drive approximately $50 million in annual cash cost savings by implementing 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 after identifying additional savings measures. We substantially completed these actions in the second quarter of 2026, but continue to implement discrete efficiency and cost control opportunities across our business and operations. While a portion of the savings that we originally expected from such actions are reflected in our results for the three and six months ended June 30, 2026, we anticipate that the full impact of the anticipated cost savings and control actions will be reflected in our financial results by the end of 2026 relative to a second quarter of 2025 baseline.

Fleet Update

In May 2026, we announced that we completed our jet 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. Following the completion of our jet fleet modernization strategy, we have shifted all on-fleet operations to our premium Bombardier Challenger 300 and Embraer Phenom 300 series premium jet aircraft. We are now fully focused on scaling our premium jet fleets and expect to grow our premium fleet to approximately 50 aircraft by the end of 2026. Our jet fleet transition and disciplined operational execution from our internal teams has resulted in meaningful and continuing improvement in our operating performance year over year, reflected by higher Utility, Completion Rates and On-Time Performance metrics and 119 Brand Days – or days with a perfect Completion Rate and zero cancellations – year-to-date through July 2026. As of June 30, 2026, we had 40 premium aircraft – 11 Bombardier Challenger 300 series and 29 Embraer Phenom 300 series jets – in our controlled fleet.

Following our decision to discontinue our legacy membership options for new customers in January 2026 and existing members in March 2026, we retired our fleet of King Air 350i turboprop aircraft from revenue service in April 2026 and have utilized our network of safety-vetted charter operators to fulfill turboprop customer demand. We have offered a substantial portion of our King Air 350i pilots the opportunity to become type-rated in our Bombardier Challenger 300 and/or Embraer Phenom 300 series jet aircraft to support premium jet fleet growth plans. We intend to sell our remaining owned legacy fleet aircraft and return remaining leased legacy jet aircraft over the next 12 months while simultaneously scaling our additional premium jet fleet.

Commercial Update

As of June 30, 2026, our Wheels Up Signature Membership program and Custom Enterprise Solutions modeled off of that program had grown to more than 1,200 members, and as of the date of this Quarterly Report, represents over 50% of our active member base. Following the phase out of sales of our legacy membership options for new customers in January 2026 and existing members on March 31, 2026, we continue to see meaningful growth opportunities for Wheels Up Signature Membership, Custom Enterprise Solutions for larger corporate customers and our charter offerings. We believe that the alignment of our Wheels Up Signature Membership, recently unified global sales and customer service model, and the full transition of our controlled fleet operations to our Challenger and Phenom premium jet aircraft during the second quarter of 2026 will result in an elevated customer experience and is a major step in our continuing business transformation.

Delta Lock-Up Extension

On May 23, 2026, we entered into Amendment No. 4 to Investment and Investor Rights Agreement (the “Investor Rights Agreement Amendment”), with Delta to amend and extend certain transfer restrictions set forth in the Investment and Investor Rights Agreement, dated September 20, 2023, by and among, the Company, Delta and each of CK Wheels LLC (“CK Wheels”), Cox Investment Holdings, LLC (“Cox” and, collectively with Delta and CK Wheels, the “Lead Lenders”), and certain other parties thereto (collectively with Delta, the “2023 Lenders”) (as amended by Amendment No. 1 thereto, dated as of November 15, 2023, as further amended by Amendment No. 2 thereto, dated as of September 22, 2024, as further amended by Amendment No. 3 thereto, dated as of September 21, 2025, as further amended by the Investor Rights Agreement Amendment and collectively with the several joinders thereto, the “Investor Rights Agreement”). Under the Investor Rights Agreement Amendment, Delta agreed to extend the lock-up restriction applicable to all of its shares of our Class A common stock, $0.0001 par value per share (“Common Stock”), issued pursuant to the Investor Rights Agreement by one additional year, through May 22, 2027, subject to limited exceptions for transfers to Permitted Transferees (as defined in the Investor Rights Agreement).

In addition, on May 23, 2026, each of Delta and Cox extended the deadline by which we must file an initial shelf registration statement to register under the Securities Act of 1933, as amended (the “Securities Act”), the shares of Common Stock issued to them under the Investor Rights Agreement, to: (i) in the case of Delta, May 22, 2027 to align with Delta’s extension of the lock-up restriction; and (ii) in the case of Cox, the earlier of May 22, 2027 and 20 business days after Cox provides notice of the exercise of its demand or piggyback registration rights under the Registration Rights Agreement, dated as of September 20, 2023, to which each of Delta and Cox is a party.

Financing Transactions

2026 Term Loan

On May 29, 2026, we entered into a Credit Agreement (the “2026 Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company that are Loan Parties, Delta, Cox and CK Wheels, and U.S. Bank Trust Company, N.A. (“U.S. Bank”), as administrative agent, pursuant to which the Lead Lenders provided an unsecured term loan to us in the aggregate original principal amount of $100.0 million (the “2026 Term Loan”), the net proceeds of which we received on May 29, 2026. Under the 2026 Credit Agreement, we, with the consent of the Required Lenders (as defined in the 2026 Credit Agreement), may request the establishment of additional term loan commitments in an aggregate original principal amount up to $100.0 million, subject to lender participation and certain other requirements set forth in the 2026 Credit Agreement. Additional details about the 2026 Credit Agreement and 2026 Term Loan are provided under the caption “—Liquidity & Capital Resources” herein.

Series B Equipment Notes Facility

On May 21, 2026, Wheels Up Partners LLC (“WUP LLC”), an indirect subsidiary of the Company, completed its previously announced financing transaction arranged solely by Sankaty Jet Capital LLC, a subsidiary of AIP Capital Partners LLC. Upon the closing of the $68.0 million Series B Equipment Notes Facility (as defined in “—Liquidity & Capital Resources” herein), we received cash net proceeds of approximately $64.3 million after paying certain transaction-related expenses.

Delta has provided credit support for the Revolving Equipment Notes Facility (as defined in “—Liquidity & Capital Resources” herein), including the Series B Equipment Notes Facility, which effectively guarantees WUP LLC’s payment obligations thereunder upon the occurrence and continuation of specified events of default. The Series B Equipment Notes Facility utilizes a similar enhanced equipment trust certificate (EETC) loan structure as our existing $332.0 million Series A Equipment Notes Facility (as defined in “—Liquidity & Capital Resources” herein), under which Bank of America, N.A. and PNC Capital Markets LLC are lenders as of the date of this Quarterly Report. The Series B Equipment Notes Facility is in addition to the Series A Equipment Notes Facility and, on May 21, 2026, resulted in the maximum aggregate borrowing amount under the Revolving Equipment Notes Facility being increased to $400.0 million. Additional details about the Revolving Equipment Notes Facility, including the Series B Equipment Notes Facility, are provided under the caption “—Liquidity & Capital Resources” herein.

Amendments to 2023 Credit Agreement & Extension of 2023 Revolving Credit Facility Availability Period

As previously disclosed, we are a party to the 2023 Credit Agreement (as defined in “—Liquidity & Capital Resources” herein), which provides for the 2023 Term Loans (as defined in “—Liquidity & Capital Resources” herein) in the aggregate original principal amount of $390.0 million that were fully funded as of November 15, 2023 and the 2023 Revolving Credit Facility (as defined in “—Liquidity & Capital Resources” herein) in the aggregate original principal amount of $100.0 million. On May 29, 2026, we entered into Amendment No. 4 to Credit Agreement (the “Fourth 2023 Credit Agreement Amendment”), by and among the Company, as borrower, the Loan Parties, each of the Lead Lenders, and U.S. Bank, pursuant to which certain conforming amendments were made to the 2023 Credit Agreement to, among other things, (i) permit the incurrence of the 2026 Term Loan and reflect its terms, and (ii) further reflect the Series B Equipment Notes Facility as senior secured debt that constitutes EETC Obligations (as defined in the 2023 Credit Agreement). The other terms of the 2023 Credit Agreement were largely unchanged as a result of the Fourth 2023 Credit Agreement Amendment.

On July 31, 2026, we entered into Amendment No. 5 to Credit Agreement (the “Fifth 2023 Credit Agreement Amendment”), by and among the Company, as borrower, the other Loan Parties (as defined herein) party thereto, as guarantors, Delta and the U.S. Bank, as administrative agent and collateral agent, pursuant to which 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 Fifth 2023 Credit Agreement Amendment did not contain any other material amendments to the 2023 Credit Agreement, including the amount of Delta’s $100.0 million commitment under the 2023 Revolving Credit Facility. As of June 30, 2026, $35.3 million aggregate principal amount was outstanding under the 2023 Revolving Credit Facility (excluding capitalized paid-in-kind interest) and $64.7 million was available to be drawn thereunder with respect to Delta’s $100.0 million commitment.

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 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 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, 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. (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. 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. This update has no effect on any of our previously reported GAAP results. Please refer to the heading titled “Update to Non-GAAP Definitions – Adjustments for Accounting Gains and Losses from Aircraft Sales” in the press release furnished as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on August 4, 2026 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.

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 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.

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 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.

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:

(in thousands, except Live Flight Legs, Private Jet Gross Bookings per Live Flight Leg, Utility and percentages)

(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.

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 June 30, 2026 Compared to the Three Months Ended June 30, 2025

The following table sets forth our results of operations for each of the three months ended June 30, 2026 and 2025 (in thousands):

n/m Not meaningful.

Revenue

Revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was as follows (in thousands):

The decrease in Membership revenue was primarily driven by a decrease in total members year over year as a result of streamlining our membership offering and shifting less frequent flyers to our charter offerings.

The marginal decrease in Flight revenue was primarily driven by a $43.9 million reduction attributable to a 28% decrease in Live Flight Legs year over year, which was substantially offset by a $43.3 million increase attributable to a 38% increase in Flight revenue per Live Flight Leg due to 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 $6.7 million in services-related 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). These decreases were partially offset by a $1.6 million increase in group charter-related revenue.

Cost of Revenue

Cost of revenue decreased by $13.6 million, or 8%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease in Cost of revenue was driven by a $22.8 million decrease in maintenance expense due to having fewer active aircraft in our controlled fleet following the retirement from revenue service of our legacy aircraft fleet in April 2026, a $20.0 million decrease in compensation expense due to headcount reductions since the prior year period as a part of our previously announced efficiency and cost reduction initiatives, a $13.4 million decrease in fuel and airport fees primarily due to fewer Live Flight Legs on our controlled aircraft versus the prior year period, and the absence of $7.7 million in fleet modernization-related expenses incurred during the three months ended June 30, 2025. These decreases were partially offset by a $44.7 million increase in third-party operator spend due to shifting certain flight activity to third-party operators as we retired our legacy fleets from revenue service in April 2026, a $2.3 million increase in aircraft lease costs and $0.8 million of legacy fleet retirement-related costs not present in our results for the three months ended June 30, 2025.

Other Operating Expenses

Technology and Development

Technology and development expenses decreased by $0.5 million, or 6%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by a $1.0 million decrease in enterprise software and other IT-related spend and a $0.8 million reduction in employee compensation and allocable costs due to reduced headcount since the prior year period, in each case as a result of our previously-announced efficiency and cost reduction initiatives. These decreases were partially offset by a $1.7 million increase in expenses due to lower capitalization of expenses and consultant spend.

Sales and Marketing

Sales and marketing expenses increased by $2.4 million, or 10%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, largely due to a $2.0 million increase in employee compensation and allocable costs driven by changes to the incentive compensation structure implemented in the first quarter of 2026.

General and Administrative

General and administrative expenses increased by $1.4 million, or 5%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily driven by $5.3 million of legacy fleet retirement-related costs and the absence of $4.3 million of equity-based compensation expense related to the Executive Performance Plans (as defined in Note 9) incurred in the second quarter of 2025. The increases were partially offset by a $4.5 million reduction in employee compensation and allocable costs due to headcount reductions as part of our previously-announced efficiency and cost reduction initiatives, and reductions in third party services spend of $1.1 million and bad debt expenses of $1.0 million.

Depreciation and Amortization

Depreciation and amortization expenses decreased by $1.4 million, or 10%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by lower aircraft depreciation following the retirement of our legacy fleets in April 2026 and classifying such aircraft as held for sale (see Note 3), partially offset by depreciation related to the purchase of additional premium aircraft during the three months ended June 30, 2026 and lower depreciation associated with capitalized IT-related spend.

Interest Income

Interest income decreased by $0.3 million, or 32%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by a decrease in cash equivalents held in money market funds versus the prior year period.

Interest Expense

Interest expense increased by $10.9 million, or 49%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily attributable to paid-in-kind interest expense associated with certain of our credit facilities.

Other (Expense) Income, Net

The change in Other (expense) income, net was relatively immaterial for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Results of Operations for the Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025

The following table sets forth our results of operations for each of the six months ended June 30, 2026 and 2025 (in thousands):

48

Revenue

Revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was as follows (in thousands):

The decrease in Membership revenue was primarily driven by a decrease in total members year over year as a result of streamlining our membership offering and shifting less frequent flyers to our charter offerings.

The slight decrease in Flight revenue was primarily driven by a $85.9 million reduction attributable to a 28% decrease in Live Flight Legs year over year, which was substantially offset by a $81.3 million increase attributable to a 37% increase in Flight revenue per Live Flight Leg due to 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 $11.6 million in services-related 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 $1.6 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 a $6.9 million increase in group charter-related revenue associated with multiple geopolitical events in the first quarter of 2026.

Cost of Revenue

Cost of revenue decreased by $12.9 million, or 4%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. In addition to the general decrease in Cost of revenue attributable to the slight decrease in Flight revenue compared to the six months ended June 30, 2026, the decrease in Cost of revenue was driven by a $42.2 million decrease in compensation expense due to headcount reductions since the prior year period as a part of our previously announced efficiency and cost reduction initiatives, a $21.4 million decrease in fuel and airport fees primarily due to fewer Live Flight Legs on our controlled aircraft versus the prior year period, a $16.9 million decrease in maintenance expense as a result of having fewer active aircraft in our controlled fleet following the retirement from revenue service of our legacy aircraft fleet in April 2026, and the absence of $10.8 million in fleet modernization-related expenses incurred during the six months ended June 30, 2025. These decreases were partially offset by a $67.1 million increase in third-party operator spend due to shifting certain flight activity to third-party operators as we scaled down and retired our legacy fleets from revenue service during the six months ended June 30, 2026, a $6.7 million increase in aircraft lease costs and $5.8 million of legacy fleet retirement-related costs not present in our results for the six months ended June 30, 2026, which includes a $5.0 million reserve for related parts inventory.

Other Operating Expenses

Technology and Development

Technology and development expenses decreased by $2.3 million, or 12%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by a $3.1 million reduction in employee compensation and allocable costs due to reduced headcount since the prior year period and a $1.8 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 $3.3 million increase in expenses due to lower capitalization of expenses as result of reduced headcount and consultant spend.

Sales and Marketing

Sales and marketing expenses increased by $2.4 million, or 5%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to a $2.8 million increase in employee compensation partially offset by $0.4 million reduction in general marketing and events spend.

General and Administrative

General and administrative expenses decreased by $28.5 million, or 33%, for the six months ended June 30, 2026 compared to the six months ended June 30, 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 $10.4 million reduction in employee compensation and allocable costs due to headcount reductions as part of our previously-announced efficiency and cost reduction initiatives, as well as a $2.0 million decrease in third party services spend. The decreases were partially offset by $5.3 million of legacy fleet retirement-related costs and a $3.3 million decrease in equity-based compensation expense related to the Executive Performance Plans.

Depreciation and Amortization

Depreciation and amortization expenses decreased by $9.9 million, or 29%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by higher expense recognized in the first quarter of 2025 for amortization of capitalized IT software and a right-of-use asset impairment recorded in the first quarter of 2025 associated with vacating our former New York City corporate office space. Depreciation was also lower for the six months ended June 30, 2026 due to the retirement of our legacy fleets in April 2026 and classifying such aircraft as held for sale, partially offset by depreciation related to the purchase of additional premium aircraft during the six months ended June 30, 2026.

Interest Income

Interest income decreased by $1.2 million, or 59%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by a decrease in the average amount of cash equivalents held in money market funds versus the prior year period.

Interest Expense

Interest expense increased by $16.3 million, or 39%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily attributable to paid-in-kind interest expense associated with certain of our credit facilities.

Other (Expense) Income, Net

The change in Other (expense) income was relatively immaterial for each of the six months ended June 30, 2026 and six months ended June 30, 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 June 30, 2026, we had $86.3 million of Cash and cash equivalents and $33.8 million of Restricted cash, and our long-term debt obligations consisted primarily of approximately $189.2 million aggregate principal amount outstanding of Revolving Equipment Notes (as defined below), approximately $514.3 million, $37.1 million and $11.3 million aggregate principal amount outstanding under the 2023 Term Loans, 2023 Revolving Credit Facility and Credit Support Premium (as defined below), respectively, in each case inclusive of capitalized paid-in-kind interest, and approximately $101.1 million aggregate principal amount outstanding under the 2026 Term Loan, inclusive of capitalized paid-in-kind interest. In addition, we had a working capital deficit of $563.3 million as of June 30, 2026, and Net cash used in operating activities was $191.3 million for the six months ended June 30, 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, proceeds from borrowings under the Revolving Equipment Notes Facility and 2023 Revolving Credit Facility, as needed, 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. As of June 30, 2026, $64.7 million and $142.8 million were available to be drawn under the 2023 Revolving Credit Facility with respect to Delta’s $100.0 million commitment and Revolving Equipment Notes Facility, respectively, in each case subject to certain terms and the satisfaction of certain conditions. In addition, as of June 30, 2026, scheduled maturities of our long-term debt were expected to be approximately: (i) $10.5 million for the remainder of 2026; (ii) $88.3 million for 2027; (iii) $640.6 million for 2028; and (iv) $179.7 million for 2029. 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 Facility, Credit Support Premium, 2023 Term Loans, 2023 Revolving Credit Facility and 2026 Term Loan.

Revolving Equipment Notes Facility

WUP LLC is a party to the Revolving Equipment Notes Facility that utilizes an enhanced equipment trust certificate (EETC) loan structure and provides for the revolving issuance from time to time by WUP LLC of:

• Series A-1 equipment notes (collectively, the “Series A Equipment Notes”) in an aggregate principal amount up to $332.0 million (the “Series A Equipment Notes Facility”); and
• Series B-1 equipment notes (collectively, the “Series B Equipment Notes” and, collectively with the Series A Equipment Notes, the “Revolving Equipment Notes”) in an aggregate principal amount up to $68.0 million (the “Series B Commitment Amount” and such facility, the “Series B Equipment Notes Facility” and, together with the Series A Equipment Notes Facility, the “Revolving Equipment Notes Facility”), of which all $68.0 million aggregate principal amount of Series B Equipment Notes were issued by WUP LLC on May 21, 2026 for gross proceeds equal to 100% of the principal amount of the initial Series B Equipment Notes.

Any amounts of principal repaid by WUP LLC on and from November 13, 2024 to November 13, 2027, in the case of the Series A Equipment Notes, or on and from May 21, 2026 to November 23, 2027, in the case of the Series B Equipment Notes (as applicable, the “Availability Period”), either due to regular principal amortization payments, as applicable, or the early redemption of principal amounts related to any aircraft secured by the Revolving Equipment Notes Facility, will become available to be re-borrowed by WUP LLC for the purchase of additional aircraft to be secured by such facility during the applicable Availability Period, subject to certain conditions.

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

The Series B Equipment Notes are scheduled to mature on November 23, 2027 (the “Series B Maturity Date”). Interest on the Series B Commitment Amount accrues at 5.97% per annum from May 21, 2026 to the Series B Maturity Date, regardless of whether funds are drawn under a Series B Revolving Equipment Note. Interest on the Series B Commitment Amount is payable in cash quarterly on the same principal and interest payment schedule as the Series A Equipment Notes and on the Series B Maturity Date. There are no amortization of principal payments or commitment fees associated with the Series B Equipment Notes and Series B Commitment Amount.

As of June 30, 2026, the Series A Equipment Notes and Series B Equipment Notes were secured by senior liens on 47 and 39, respectively, of our owned aircraft and in the future will be secured by senior liens on additional aircraft financed under the respective facilities (collectively, the “Revolving Equipment Notes Collateral”). WUP LLC may redeem any Revolving Equipment Note in connection with the sale of an aircraft that constitutes Revolving Equipment Notes Collateral or otherwise, at any time, and is not required to pay prepayment premiums in connection with such early redemptions. Additional details about the Revolving Equipment Notes Facility summarized in Note 6, Long-Term Debt in the Notes to Condensed Consolidated Financial Statements.

As of June 30, 2026, under the Revolving Equipment Notes Facility: (i) approximately $189.2 million and $66.2 million aggregate principal amount of Series A Equipment Notes and Series B Equipment Notes, respectively, were outstanding; (ii) approximately $142.8 million and $1.8 million was available to be borrowed to fund future aircraft acquisitions under the Series A Equipment Notes and Series B Equipment Notes, respectively; and (iii) the carrying values of the 47 and 39 aircraft that were subject to liens under outstanding Series A Equipment Notes and Series B Equipment Notes, respectively, were $234.2 million and $220.5 million, respectively.

Credit Support for Revolving Equipment Notes Facility

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 us 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 2023 Revolving Credit Facility. Amounts in respect of the Credit Support Premium accrue while the Revolving Equipment Notes are outstanding and include interest that is compounded and capitalized on the last day of each calendar quarter; however, any such accrued amounts do not reduce Delta’s $100.0 million commitment under the 2023 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 Notes Facility and the termination of Delta’s obligation to provide credit support for the Revolving Equipment Notes Facility.

2023 Term Loans & 2023 Revolving Credit Facility

We have entered into 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, as further amended by the Fourth 2023 Credit Agreement Amendment, and as further amended by the Fifth 2023 Credit Agreement Amendment, the “2023 Credit Agreement”), by and among us, as borrower, certain of our subsidiaries, as guarantors (collectively with the Company, the “Loan Parties”), Delta, CK Wheels, Cox and certain other lenders party thereto from time to time (collectively, the “2023 Lenders”), and U.S. Bank, as administrative agent and collateral agent for the secured parties, pursuant to which as of June 30, 2026 (i) the 2023 Lenders have provided term loans (the “2023 Term Loans”) in the aggregate original principal amount of $390.0 million and (ii) Delta has provided a commitment for a revolving loan facility in the aggregate original principal amount of $100.0 million (the “2023 Revolving Credit Facility” and together with the 2023 Term Loans, the “2023 Credit Facility”).

The scheduled maturity date for the 2023 Term Loans and 2023 Revolving Credit Facility is September 20, 2028, in each case subject to earlier termination upon acceleration or termination of any obligations upon the occurrence and continuation of an event of default. Interest on the 2023 Term Loans and borrowings under the 2023 Revolving Credit Facility (each, a “2023 Loan” and, collectively, the “2023 Loans”) accrues at a rate of 10% per annum on the unpaid principal balance of the 2023 Loans then outstanding. Accrued interest on each 2023 Loan is payable-in-kind as compounded interest and capitalized to the principal amount of the applicable 2023 Loan on the last day of each of March, June, September and December each year and the applicable maturity date.

As part of the 2023 Credit Facility, Delta has provided a commitment for the 2023 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. We may borrow available amounts under the 2023 Revolving Credit Facility at any time through September 20, 2028 in an amount and to the extent that after giving pro forma effect to any borrowing thereunder, our Unrestricted Cash Amount (as defined in the 2023 Credit Agreement) will not exceed $100.0 million. The availability period for the 2023 Revolving Credit Facility may be extended at any time by agreement between Delta and us. We generally must promptly repay any borrowings under the 2023 Revolving Credit Facility prior to maturity at any time prior to September 20, 2028, to the extent our Unrestricted Cash Amount (as defined in the 2023 Credit Agreement) exceeds $100.0 million.

During the three and six months ended June 30, 2026, we incurred aggregate borrowings of $60.0 million and $100.0 million, respectively, and made aggregate repayments of $64.7 million and $64.7 million, respectively, aggregate principal amount (excluding repayments of accrued interest and capitalized paid-in-kind interest that are reflected in Interest expense in the condensed consolidated statements of operations for the three and six months ended June 30, 2026) under the 2023 Revolving Credit Facility. As of June 30, 2026, $35.3 million aggregate principal amount was outstanding under the 2023 Revolving Credit Facility (excluding capitalized paid-in-kind interest) and $64.7 million was available to be drawn thereunder with respect to Delta’s $100.0 million commitment.

2026 Term Loan

On May 29, 2026, we entered into the 2026 Credit Agreement, pursuant to which the Lead Lenders provided us the $100.0 million 2026 Term Loan, the net proceeds of which were received by us on May 29, 2026. Pursuant to the 2026 Credit Agreement, we, with the consent of each Lead Lender, may request the establishment of additional term loan commitments after May 29, 2026 in an aggregate original principal amount up to an additional $100.0 million (each, an “Incremental 2026 Term Loan”), subject to lender participation and certain other requirements set forth in the 2026 Credit Agreement. To the extent any Incremental 2026 Term Loan is not advanced by the Lead Lenders and is instead advanced by any additional lender with the consent of each Lead Lender, any such additional lender would join the 2026 Credit Agreement and become a “Lender” thereunder.

The scheduled maturity date for the 2026 Term Loan is the earliest to occur of (i) 91 days prior to the “Scheduled Maturity Date” under the 2023 Credit Agreement, which is currently scheduled to mature on September 20, 2028, (ii) May 29, 2029 and (iii) the acceleration or termination of any obligations upon the occurrence and continuation of an Event of Default (as defined in the 2026 Credit Agreement). Interest on the 2026

Term Loan accrues at a rate of 12% per annum on the unpaid principal balance then outstanding. Accrued interest on the 2026 Term Loan is payable-in-kind as compounded interest and capitalized to the principal amount of the 2026 Term Loan on the last day of each of March, June, September and December each year and the maturity date. We may, at our option, elect to make interest payments in cash at any interest payment date. The maturity date for the 2026 Term Loan is expected to occur before the maturity date under the 2023 Credit Agreement and its repayment prior to amounts due and owing under the 2023 Credit Agreement is permitted under the 2023 Credit Agreement.

At-the-Market Common Stock Offering Program

In August 2025, we 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 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 and six months ended June 30, 2026, we 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 six months ended June 30, 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 $119.0 million and $93.8 million during the six months ended June 30, 2026 and 2025, respectively, and the balance from a general decrease in net operating assets and liabilities. During the six months ended June 30, 2026, we sold $191.3 million of Membership Funds, which was a 26% decrease from the $260.0 million of Membership Funds sold during the six months ended June 30, 2025. The decrease was primarily attributable to our decision to phase out and discontinue sales of Membership Funds tied to our legacy aircraft fleets in the first quarter of 2026 ahead of retiring those fleets from revenue service in the second quarter of 2026, and to focus our sales efforts on Wheels Up Signature Membership and Custom Enterprise Solutions, which provide access to our premium jet fleets and are aimed at attracting higher spending members that generally fly more frequently. 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 six months ended June 30, 2026 was primarily attributable to cash outflows of $118.8 million for capital expenditures, including $113.5 million related to fleet modernization and $3.6 million of capitalized IT software development costs. The cash outflows were partially offset by $52.5 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 of $213.8 million during the six months ended June 30, 2026 was primarily attributable to $153.1 million of borrowings under the Revolving Equipment Notes Facility, including the $68.0 million of net proceeds from the initial closing of the Series B Revolving Equipment Notes Facility in May 2026, $100.0 million of borrowings related to the closing of the 2026 Term Loan, and $100.0 million of borrowings under the 2023 Revolving Credit Facility. The cash inflows were partially offset by repayments of long-term debt of $136.9 million, including $66.4 million of repayments under the Revolving Equipment Notes Facility related to quarterly amortization payments and in connection with aircraft sales and the repayment of $64.7 million aggregate principal amount under the 2023 Revolving Credit Facility.

Future Obligations and Commitments

As of June 30, 2026, our principal ongoing commitments consisted of contractual cash obligations to pay quarterly principal amortization payments, quarterly interest payments and balloon principal payments at maturity under the Revolving Equipment Notes, principal and accrued interest under the 2023 Credit Facility and 2026 Term Loan when due at maturity (including any amounts in respect of the Credit Support Premium), operating lease payments 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, making investments to grow our fleet and operations, which may include purchasing or leasing aircraft, acquiring other private aviation businesses or entering into alternative financing structures or business arrangements to provide aircraft supply or grow our charter solutions platform. 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 that must be completed before paying the balance of the purchase price to acquire the aircraft. We expect this next phase of growth will 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-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 and 2023 Revolving Credit Facility, as needed, 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 our remaining legacy owned aircraft and returning legacy leased aircraft to their lessors. We may incur significant cash expenditures over time to maintain, repair, store and prepare aircraft for sale and incur accounting gains and losses upon the sale of aircraft. In addition, depending on the market for aircraft sales and the particular aircraft being sold, we may not receive positive cash net proceeds upon sale. Similarly, we may incur significant cash expenditures to maintain leased aircraft and return leased aircraft to the lessor in a specified condition, or make payments in connection with strategic early termination or non-renewal of a lease. We expect to fund sale and lease return expenses as part of our normal business operations. 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 June 30, 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 June 30, 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 three months ended June 30, 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 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 debt levels, 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 debt 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 or future debt levels, including due to the cumulative impact of capitalized paid-in-kind interest for certain of our credit facilities, the timing of required amortization payments and maturity of our debt obligations, our interest debt service obligations, the unavailability of unencumbered collateral or relative lien priority, the inability to obtain certain third party credit support for future debt obligations, 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 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 debt obligations, 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 debt obligations. 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, aircraft and other assets, financial condition, results of operations or liquidity outlook. 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.

We frequently evaluate strategic transactions involving our business, which involve risk and may adversely affect our ability to execute our strategic business initiatives or achieve our financial goals.

We frequently consider opportunities to acquire other assets, businesses, products or technologies, divest assets or businesses, and enter into other strategic transactions to advance our business initiatives, enhance our service offerings and operations, help us achieve our financial goals or otherwise improve our long-term performance and value. Any such transaction could be material to us and involve substantial execution risk, contingent consideration, issuances of dilutive securities or the assumption or incurrence of debt. If we pursue any strategic transaction, our ability to successfully implement and realize the benefits from such transaction would depend on many factors, including with respect to, among others, our lenders, other capital sources, contractual restrictions and regulators. We cannot guarantee that any future transaction will be completed or integrated successfully, or that it will result in the anticipated benefits, which may adversely affect our business, results of operations and financial condition.

During the three months ended June 30, 2026, we completed our fleet modernization transition, which resulted in the retirement from revenue service of certain legacy jet and turboprop aircraft owned and leased by the Company. The Company intends to sell or return to their lessors all such aircraft in a prompt and orderly manner. The aircraft that we have classified as held for sale as of June 30, 2026 represent a substantial number of the aircraft of their respective models that are available for sale in North America as of such date, and we cannot predict with certainty, among other things, the sales prices for such aircraft and when disposals of these aircraft will occur. In addition, we may incur certain costs to maintain, repair and prepare these assets for sale, and may not receive positive cash net proceeds from such sales. As a result, we may experience variability in our cash flows and reported gains and losses associated with the disposal of these aircraft in future periods, including due to changes in the market for purchases and sales of the aircraft types currently held for sale and the prepayment of debt required in connection with each aircraft sale, each of which may adversely affect our business, results of operations and financial condition.