Wheels Up Lead Strategic Investor Delta Air Lines Agrees to Extend Lock-Up

Wheels Up (NYSE: UP) announced that lead strategic investor Delta Air Lines extended the lock-up on all its Wheels Up common shares issued under the Investment and Investor Rights Agreement by one year, to May 22, 2027.

Rhea-AI Summary

Wheels Up (NYSE: UP) announced that lead strategic investor Delta Air Lines extended the lock-up on all its Wheels Up common shares issued under the Investment and Investor Rights Agreement by one year, to May 22, 2027.

More than 35% of outstanding shares as of May 22, 2026 remain locked up, and Delta also leads a recently announced $100 million term loan commitment.

Positive

• Delta extends lock-up on its UP shares through May 22, 2027
• More than 35% of UP outstanding shares remain subject to lock-up
• Delta leads recently announced $100 million term loan commitment

Negative

• None.

Argus May 26 session

-4.94% close to close Open Argus

Details

News Market Reaction – UP

On May 26, the day this news came out, UP closed 4.94% below the previous close.

Data tracked by StockTitan Argus for the May 26 session.

Key Figures

Delta lock-up coverage: More than 35% of total outstanding shares New term loan commitment: $100 million Existing term loan: $390.0 million +4 more

Delta lock-up coverage

More than 35% of total outstanding shares

Shares subject to lock-up through May 22, 2027

New term loan commitment

$100 million

Delta-led term loan referenced in lock-up extension release

Existing term loan

$390.0 million

Credit Agreement term loan described in 10-K

Revolving facility

$100.0 million

Credit Agreement revolving facility described in 10-K

Shares issued to lenders

671,239,941 shares

Common stock issued under Credit Agreement per 10-K

Non-affiliate equity value

$106.8 million

Non‑affiliate equity market value as of June 30, 2025 (10-K)

Class A shares outstanding

724,465,549 shares

Class A shares outstanding as of March 9, 2026 (10-K)

Historical Context

5 past events · Latest: May 22

5 events

1. May 22

   Operational milestone

   24h Move

   +14.3%

   Record 74 zero cancellation days, signaling stronger operational reliability.

2. May 13

   Financing deal

   24h Move

   +7.0%

   $68M secured mezzanine facility to support fleet modernization plans.

3. May 11

   Earnings and financing

   24h Move

   -2.7%

   Q1 results with revenue decline but improved loss and new Delta-led term loan.

4. May 4

   Earnings date set

   24h Move

   -10.0%

   Announcement of date for first quarter 2026 earnings release.

5. Apr 29

   Fleet modernization

   24h Move

   -17.1%

   Completion of fleet modernization 18 months early, shifting to newer jet types.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

lock-up restriction, term loan

2 terms

lock-up restriction financial

"has agreed to further extend the lock-up restriction for all its shares of common stock"

A lock-up restriction is a rule that prevents certain people involved in a company from selling their shares for a set period after a company goes public or raises new funding. This helps stabilize the company's stock price by limiting early sales that could cause large fluctuations. Investors pay attention to these restrictions because once they expire, there may be a surge in shares available for sale, which can impact the stock's value.

term loan financial

"Delta's leadership on our recently announced commitment for a $100 million term loan"

A term loan is a type of loan that is borrowed for a set period of time, with a fixed schedule for repaying the money, usually in regular payments. It matters to investors because it represents a company's borrowing costs and financial stability; reliable repayment of these loans can indicate strong financial health, while difficulties may signal potential risks.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Latest in series of strategic financial actions reflects continued confidence in Company's transformation strategy

ATLANTA, May 26, 2026 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP) today announced that lead strategic investor Delta Air Lines has agreed to further extend the lock-up restriction for all its shares of common stock issued under the Investment and Investor Rights Agreement for one additional year, through May 22, 2027. As a result, more than 35% of the total outstanding shares of the company as of May 22, 2026 will remain subject to a lock-up restriction.

"Our partnership with Delta is broad and deeply integrated across our entire business," said George Mattson, CEO of Wheels Up. "This lock-up extension, along with Delta's leadership on our recently announced commitment for a $100 million term loan, reflects their strong confidence in our strategy and the accelerating momentum in our one-of-a-kind strategic partnership."

About Wheels Up

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

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain "forward-looking statements" within the meaning of the 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 Wheels Up Experience Inc. (the "Company", "our" or "we"). These forward-looking statements include, but are not limited to, statements regarding: (i) the impact of activities and transactions involving certain investors on the Company's business and financial prospects and future success; and (ii) the terms of, the Company's ability to sign and close, and the impact on the Company of, the committed $100 million term loan described in this press release, which was first announced by the Company on May 11, 2026, and the receipt of net proceeds therefrom, including any potential impacts on the trading prices and trading market for the Company's shares of Class A common stock, $0.0001 per share. The words "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "future," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. We have identified certain known material risk factors applicable to the Company under Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission ("SEC") on March 10, 2026, under Part II, Item 1A "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 11, 2026 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 press release.

Contacts
Investors:
ir@wheelsup.com

Media:
press@wheelsup.com

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SOURCE Wheels Up

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What lock-up extension did Delta Air Lines agree to for Wheels Up (NYSE: UP) shares on May 26, 2026?

Delta Air Lines agreed to extend the lock-up on all its Wheels Up common shares by one additional year, through May 22, 2027. According to Wheels Up, these shares were issued under an existing Investment and Investor Rights Agreement.

How much of Wheels Up (NYSE: UP) outstanding stock remains locked up after Delta’s May 2026 decision?

More than 35% of Wheels Up’s total outstanding shares as of May 22, 2026 will remain subject to a lock-up restriction. According to Wheels Up, this percentage reflects Delta’s extended lock-up on its common shares.

Why is Delta’s extended lock-up on Wheels Up (NYSE: UP) shares important for investors?

The extended lock-up signals that Delta is not planning to sell its Wheels Up shares until at least May 22, 2027. According to Wheels Up, this move aligns with Delta’s strategic role and may support share supply stability.

What is the relationship between Delta Air Lines and Wheels Up (NYSE: UP) mentioned in May 2026?

Delta is described as Wheels Up’s lead strategic investor with a broad, deeply integrated partnership across the business. According to Wheels Up, this relationship includes Delta’s extended lock-up and leadership in arranging a recently announced $100 million term loan.

What is the $100 million term loan referenced in Wheels Up (NYSE: UP) May 2026 announcement?

Wheels Up highlighted a recently announced commitment for a $100 million term loan in which Delta is taking a leadership role. According to Wheels Up, this financing support complements Delta’s extended lock-up on its Wheels Up shareholding.

How does Delta’s May 2026 lock-up extension affect Wheels Up (NYSE: UP) shareholders?

Delta’s extension keeps a significant block of Wheels Up shares off the market until May 22, 2027. According to Wheels Up, more than 35% of outstanding shares stay locked, which may influence trading liquidity and investor perception.