Wheels Up Advances Fleet Modernization Plan with Strategic Sale-Leaseback Transaction and Satellite Wi-Fi Milestone

Rhea-AI Summary

Wheels Up (NYSE: UP) entered a sale-leaseback for 10 aircraft (3 Challenger 300s, 7 Phenom 300s) and placed its first Phenom with Gogo Galileo HDX satellite Wi-Fi into service on Dec 23, 2025. The sale price is approximately $105 million, with expected uses to repay ~$65 million of revolving equipment debt and add ~$40 million net cash to the balance sheet. The transaction includes long-term operating leases for all 10 aircraft, is expected to close before year end, and is intended to support planned fleet acquisitions and HDX conversions in 2026.

Positive

• $105 million sale-leaseback for 10 aircraft
• Approximately $40 million net cash proceeds
• Approximately $65 million debt repayment expected
• First Phenom with Gogo Galileo HDX successfully placed into service

Negative

• Sale transfers ownership of 10 aircraft off balance sheet
• Transaction creates long-term operating leases for 10 aircraft

Key Figures

Sale-leaseback aircraft 10 aircraft 3 Challenger 300s and 7 Phenom 300s in sale-leaseback

Sale price $105 million Purchase price for 10-aircraft sale-leaseback

Debt repayment $65 million Debt under revolving equipment notes facility to be repaid

Net cash proceeds $40 million Cash added to balance sheet from sale-leaseback transaction

Challenger fleet sold 3 Challenger 300s Portion of Challenger fleet in sale-leaseback

Phenom fleet sold 7 Phenom 300s Portion of Phenom fleet in sale-leaseback

Signature membership growth 10 additional aircraft Challenger and Phenom aircraft acquired or under definitive agreements in Q4

First HDX Phenom 1 aircraft equipped First Phenom 300 with Gogo Galileo HDX satellite Wi‑Fi in service

Market Reality Check

$0.6236 Last Close

Volume Volume 3,097,947 vs 20-day avg 3,692,507 (relative volume 0.84x). normal

Technical Price 0.6251 is trading below 200-day MA at 1.4, near the 52-week low of 0.59 and well below the 52-week high of 3.5.

Peers on Argus

UP declined 5.42% while close peers like ASLE, CAAP, and PRG rose between 0.71% and 1.85%, with NSSC and CMPR down modestly. This pattern points to stock-specific pressure rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 19	Listing compliance notice	Negative	+6.8%	NYSE notice on sub‑$1 share price but continued focus on transformation.
Dec 17	Product integration news	Positive	-7.4%	Launch of self‑booking Delta flights via Wheels Up member portal.
Dec 09	Lock‑up extension	Positive	+12.7%	Lead investors extended lock‑up on about 85% of outstanding shares.
Nov 05	Q3 2025 earnings	Negative	-5.5%	Revenue decline and large net loss despite stronger bookings and savings plan.
Oct 23	Earnings date notice	Neutral	+7.6%	Announcement of scheduled date for Q3 2025 earnings release.

Pattern Detected

News reactions have been mixed, with both positive and negative headlines sometimes producing opposite price moves, and slightly more divergence than alignment.

Recent Company History

Over the last few months, Wheels Up has emphasized transformation and capital discipline. Earnings on Nov 5, 2025 showed declining revenue and a substantial net loss, but also improving bookings and targeted $70M in run-rate savings by Q3 2026. Subsequent news highlighted insider lock-up extensions covering about 85% of shares and deeper integration with Delta. The current fleet sale-leaseback continues this shift toward an asset-right model following earlier fleet and membership initiatives.

Market Pulse Summary

This announcement details a fleet-focused transformation, including a sale-leaseback of 10 jets for about $105M, planned repayment of roughly $65M of equipment debt, and roughly $40M of added cash. It also marks the first Phenom 300 with Gogo Galileo HDX satellite Wi‑Fi in service. In context of earlier cost-savings targets and fleet mix shifts, investors may track execution on 2026 aircraft acquisitions, customer adoption of upgraded cabins, and progress toward improved profitability.

Key Terms

sale-leaseback transaction financial

"entered into a sale-leaseback transaction for a portion of its Phenom and Challenger fleets"

A sale-leaseback transaction is when a company sells an asset it owns—often real estate or equipment—to a buyer and immediately rents the same asset back so it can keep using it. It matters to investors because it converts a fixed asset into cash while creating a new ongoing rental expense, which can boost short-term liquidity but also change long-term cash flow and debt metrics; think of selling your house and signing a lease to stay as a tenant.

operating leases financial

"enter into long-term operating leases for all 10 aircraft"

Operating leases are arrangements where a company rents assets — like buildings, vehicles or equipment — for a set period without taking ownership, similar to leasing a car or renting an apartment. They matter to investors because lease payments are ongoing commitments that affect a company’s cash flow and financial risk; depending on accounting rules they may be shown as off‑balance‑sheet obligations or as right‑of‑use assets and liabilities, which changes how you compare profitability and leverage across companies.

satellite Wi-Fi technical

"equipped with best-in-class Gogo Galileo HDX satellite Wi-Fi"

Internet access delivered from orbiting satellites to provide a wireless local connection on the ground, on ships, aircraft or in remote areas where wired networks are limited. Think of it as a Wi‑Fi hotspot in the sky: signals travel to and from satellites instead of underground cables, making it useful for expanding coverage, enabling mobility and serving underserved markets — factors that can drive revenue, capital needs and regulatory scrutiny for investors.

faa regulatory

"Following FAA approval of the HDX system on the Phenom"

The FAA is the U.S. government agency that oversees civil aviation, including aircraft safety, pilot licensing, air traffic control and rules for new technologies like drones. For investors, FAA actions are like a referee’s calls in a game: their approvals, fines or rule changes can directly affect an airline’s operations, a manufacturer’s ability to sell aircraft, or a technology company’s market access and costs, which in turn can change revenue and risk profiles.

AI-generated analysis. Not financial advice.

Initiatives close out a year focused on fleet transformation, operational excellence, and elevating the customer experience

ATLANTA, Dec. 23, 2025 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP) ("Wheels Up" or the "Company"), a leading provider of on-demand private aviation, today announced that it has entered into a sale-leaseback transaction for a portion of its Phenom and Challenger fleets, and that its first Phenom aircraft equipped with best-in-class Gogo Galileo HDX satellite Wi-Fi has been placed into service. These two milestones further advance the company's fleet modernization strategy, enabling recent and planned future growth in 2026, and continued enhancement of the customer experience.

The Company continues to advance its previously announced fleet modernization strategy focused on scaling its fleet of Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft. With strong underlying demand for its new fleet offerings that support the Company's recently launched Signature membership, in the fourth quarter the Company has acquired or has entered into definitive agreements to acquire 10 additional Challenger and Phenom aircraft, with additional plans to continue to significantly expand those fleets in 2026.

In support of its fleet growth strategy, Wheels Up has entered into an agreement with an institutional capital provider to sell a portion of the Company's Challenger and Phenom fleets – 3 Challenger 300s and 7 Phenom 300s – and enter into long-term operating leases for all 10 aircraft. Wheels Up will continue to operate the aircraft, ensuring uninterrupted access for members and customers, including during the busy holiday flying season. These aircraft have or will be painted, branded, refurbished, and installed with HDX satellite Wi-Fi, consistent with the Company's previously announced plans to create a consistent, best-in-class experience across its entire modernized fleet offering.

The purchase price for the sale is approximately $105 million. Upon closing, proceeds are expected to be used to repay approximately $65 million of the outstanding debt under the Company's revolving equipment notes facility and provide approximately $40 million of cash net proceeds to the company's balance sheet. The cash proceeds and incremental borrowing capacity unlocked by the transaction are expected to support Wheels Up's planned 2026 acquisitions of additional Challenger and Phenom aircraft. The transaction is expected to close before year end and supports Wheels Up's continued shift toward an asset-right operating model designed to improve capital efficiency while delivering to our customers an industry leading fleet.

"The actions we are announcing today reflect disciplined, intentional execution of our transformation strategy," said George Mattson, Chief Executive Officer of Wheels Up. "The sale-leaseback agreement further validates our strategy via the partnership of a sophisticated financial institution, balances our mix of owned and leased aircraft, and supports recent and future sustainable growth by providing additional capacity to continue executing our fleet plan in 2026."

In addition, Wheels Up's first Phenom 300 equipped with the Gogo Galileo HDX satellite Wi-Fi system has officially entered service, marking the start of a fleet-wide upgrade to next-generation Gogo Galileo connectivity. Gogo Galileo HDX delivers enhanced performance through high bandwidth, low latency, global coverage, and support for live streaming and voice telephony, raising the bar for in-flight connectivity across the Wheels Up fleet.

"Both corporate and leisure private aviation travelers expect high speed, seamless connectivity wherever they fly," said George Mattson. "Following FAA approval of the HDX system on the Phenom, we are delighted that Wheels Up's first Galileo HDX-equipped aircraft has entered service. We expect to deliver our first HDX-equipped Challenger aircraft early in 2026 and to move quickly to convert our Phenom and Challenger fleets throughout the year."

These strategic actions build on a year of focused execution, including the launch of Wheels Up Signature Membership and customer-centric improvements to the flying experience.

About Wheels Up

Wheels Up is a leading provider of on-demand private aviation in the U.S. with a large, diverse fleet and a global network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides cargo services to a range of clients, including individuals and government organizations. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit www.wheelsup.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside of the control of the Company. These forward-looking statements include, but are not limited to, statements regarding:  (i) the Company's agreement to sell three Challenger 300 series and seven Phenom 300 series aircraft and enter into leases for such aircraft as described in this press release (collectively, the "Leased Aircraft" and such transactions contemplated by such agreement, the "Transactions"), and any expected benefits or impacts to the Company as a result of the Transactions or operation of the Leased Aircraft after the closing of the Transactions, including the Company's ability to consummate the closing of the Transactions on the schedule that it currently anticipates; (ii) the potential receipt and expected use of any cash net proceeds from the sales of the Leased Aircraft and any increase in borrowing capacity under the Company's $332.0 million Revolving Equipment Notes Facility (as defined in the Company's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on November 5, 2025) (the "Revolving Equipment Notes Facility") expected from repayments of debt principal thereunder upon consummation of the such sales, including to fund the potential future acquisition of aircraft using such net proceeds or borrowings and the ability of the Company to reborrow under the Revolving Equipment Notes Facility in the future; and (iii) the Company's fleet modernization strategy, its ability to execute such strategy on the timeline that it currently anticipates and the expected commercial, financial and operational impacts to the Company, including due to changes in the market for purchases and sales of aircraft.  The words "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "future," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 11, 2025 and the Company's other filings with the SEC from time to time. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company does not intend to update any of these forward-looking statements after the date of this Current Report.

Contacts

Investors:
ir@wheelsup.com

Media:
press@wheelsup.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/wheels-up-advances-fleet-modernization-plan-with-strategic-sale-leaseback-transaction-and-satellite-wi-fi-milestone-302648370.html

SOURCE Wheels Up

FAQ

What did Wheels Up (UP) announce on December 23, 2025 about its fleet?

Wheels Up announced a $105 million sale-leaseback of 10 aircraft and the first Phenom with Gogo Galileo HDX entering service.

How many aircraft were included in Wheels Up's sale-leaseback and which models?

The transaction covers 10 aircraft: 3 Challenger 300s and 7 Phenom 300s.

How will Wheels Up (UP) use the proceeds from the $105 million sale?

Proceeds are expected to repay ~$65 million of revolving equipment debt and provide ~$40 million net cash to the balance sheet.

Will Wheels Up continue operating the aircraft sold in the sale-leaseback (UP)?

Yes. Wheels Up will continue to operate the 10 aircraft under long-term operating leases, ensuring uninterrupted access for members.

What is the status of Wheels Up's Gogo Galileo HDX rollout for UP aircraft?

Wheels Up placed its first Phenom with Gogo Galileo HDX into service and expects the first HDX-equipped Challenger in early 2026, with fleet conversions through 2026.

When is the sale-leaseback transaction for Wheels Up (UP) expected to close?

The company expects the transaction to close before year end 2025.