Welcome to our dedicated page for Wheels Up Experience SEC filings (Ticker: UP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. Securities and Exchange Commission filings for Wheels Up Experience Inc. (NYSE: UP), a provider of on-demand private aviation services. These documents offer detailed information on the company’s operations, capital structure, material agreements, and stock exchange compliance, and are updated in real time as new filings are posted to EDGAR.
For Wheels Up, Form 8-K filings are particularly important. Recent 8-Ks describe material definitive agreements such as an Aircraft Purchase Agreement supporting a sale-leaseback transaction for Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft, allowing the company to sell specified aircraft to a trustee and simultaneously enter into long-term operating leases. Other 8-Ks outline an at-the-market equity offering program with designated sales agents, amendments to an Investment and Investor Rights Agreement with lead and additional investors extending lock-up periods, and press releases announcing quarterly financial results.
Another key focus for UP investors is listing compliance. An 8-K dated December 17, 2025, reports that Wheels Up received a notice from the New York Stock Exchange that its average closing price per share over a consecutive 30 trading-day period fell below the $1.00 minimum required under Section 802.01C. The filing explains the six-month cure period, the conditions for regaining compliance, and the potential use of a reverse stock split within a stockholder-approved ratio range, subject to Board approval.
Through this filings page, users can review Forms 8-K and, where available, annual reports on Form 10-K, quarterly reports on Form 10-Q, and other registration statements and exhibits that detail Wheels Up’s financial condition, risk factors, financing arrangements, and governance. AI-powered summaries help explain complex sections, highlight key terms in material agreements, and surface notable items such as lock-up extensions, equity offerings, and listing-standard notices. Users can also monitor insider and significant shareholder activity when Forms 3, 4, or 5 are filed, gaining additional context on ownership and trading behavior related to UP.
Wheels Up Experience Inc. is executing a major fleet and balance sheet move through a sale-leaseback of 10 aircraft. An indirect subsidiary agreed to sell three Bombardier Challenger 300 series and seven Embraer Phenom 300 series aircraft to an owner trustee for an aggregate sale price of approximately $104.7 million, with closing expected on or before December 31, 2025. At the same time, another subsidiary plans to enter into long-term operating leases on all 10 aircraft so they remain in the company’s controlled fleet, with no anticipated operational impact for members and customers.
Upon closing, the company expects to receive up to approximately $39.4 million of cash net proceeds after related debt repayments. It plans to use these funds to acquire additional Bombardier Challenger 300 and Embraer Phenom 300 aircraft as part of its fleet modernization strategy. In addition, anticipated debt principal repayments of approximately $65.0 million under its $332.0 million Revolving Equipment Notes Facility would become available to be reborrowed in the future, providing additional financing capacity for future aircraft acquisitions subject to applicable terms and conditions.
Wheels Up Experience Inc. received a notice from the New York Stock Exchange on December 17, 2025 that its stock no longer meets the NYSE rule requiring a minimum $1.00 average closing price over 30 consecutive trading days. The company has a six‑month cure period to restore compliance by meeting specified 30‑day and last‑day price tests.
Shareholders previously approved a proposal allowing the board, at its discretion before the 2026 annual meeting, to implement a reverse stock split in a ratio between 1‑for‑5 and 1‑for‑20, along with a proportional reduction in authorized shares. On December 19, 2025, the company told the NYSE it intends to use this potential reverse split to regain compliance if other methods do not work, although the board has not yet approved it.
The company’s stock will continue trading on the NYSE under the symbol “UP” with a “.BC” designation indicating below‑compliance status. The notice does not affect SEC reporting obligations or trigger defaults under material debt agreements, but there is no assurance the company will regain compliance or avoid delisting.
Wheels Up Experience Inc. reported an insider equity transaction by its Chief Accounting Officer, Alexander Chatkewitz. On 12/05/2025, 3,432 shares of Class A common stock were disposed of at a price of $0.61 per share. The filing explains that these shares were withheld to cover tax liabilities arising from the vesting of previously reported restricted stock units. After this tax-related withholding, the officer beneficially owns 479,442 shares of Wheels Up Class A common stock, held directly in his name. The transaction was reported on a Form 4 filed by a single reporting person.
Wheels Up Experience Inc. filed a Form 4 reporting an administrative insider transaction by its Chief Marketing Officer, Kristen Lauria. On 11/26/2025, 2,901 shares of Class A common stock were withheld at a price of $0.78 per share to cover tax liability from the vesting of previously granted restricted stock units. After this tax-withholding transaction, Lauria beneficially owns 985,731 shares of Class A common stock directly.
Wheels Up Experience Inc. reported an insider equity transaction by its Chief People Officer. On 11/26/2025, the officer had 2,098 shares of Class A common stock withheld at $0.78 per share to cover tax liabilities triggered by the vesting of previously reported restricted stock units. Following this tax withholding, the officer beneficially owns 792,249 shares of Class A common stock held directly. This filing reflects an administrative tax-related event rather than an open-market purchase or sale.
Wheels Up Experience Inc. reported an insider transaction by Chief Operating Officer David L. Holtz involving the company’s Class A common stock. On 11/26/2025, 2,678 shares were withheld at a price of $0.78 per share to cover tax liabilities arising from the vesting of previously reported restricted stock units. After this tax withholding, Holtz directly beneficially owns 906,541 shares of Wheels Up Class A common stock.
Wheels Up Experience Inc. Chief Digital Officer David Godsman reported a routine equity transaction involving company stock. On November 26, 2025, 2,603 shares of Class A common stock were withheld at a price of $0.78 per share to cover tax liabilities arising from the vesting of previously granted restricted stock units. After this withholding, Godsman beneficially owned 934,221 shares of Wheels Up Class A common stock in direct ownership form.
Wheels Up Experience Inc. officer reports tax-share withholding
Wheels Up Experience Inc.'s Chief Sales Officer reported a routine share transaction involving the company’s Class A common stock. On 11/26/2025, 5,127 shares were withheld at a price of $0.78 per share to cover tax obligations arising from the vesting of previously granted restricted stock units. After this withholding, the officer beneficially owned 861,543 shares directly. This type of transaction reflects tax settlement on equity compensation rather than an open-market purchase or sale.
Wheels Up Experience Inc. (UP): Schedule 13G/A — Whitebox Advisors LLC and Whitebox General Partner LLC reported beneficial ownership of 28,365,086 shares of Class A common stock, representing 3.9% of the class as of
The filers report shared voting power over 8,905,292 shares and shared dispositive power over 28,365,086 shares, with no sole voting or dispositive power. Voting rights for clients who are not “citizens of the United States” are collectively limited to 1% of all shares entitled to vote.
The filing notes the Reporting Persons may be deemed to have formed a “group” with Kore Fund Ltd. and Kore Advisors LP effective
Wheels Up Experience Inc. (UP): Schedule 13G/A filed by Kore Advisors LP and Kore Fund Ltd. reporting passive ownership. As of September 30, 2025, they beneficially own 17,006,507 shares of Class A common stock, representing approximately 2.4% of the class, based on 720,346,459 shares outstanding as of September 30, 2025.
Kore reports 0 shares with sole voting or dispositive power and 17,006,507 shares with shared voting and shared dispositive power. The filing notes they may be deemed part of a “group” with Whitebox entities; in the aggregate, the group may be deemed to beneficially own 45,371,593 shares (about 6.3%). The filer certifies the securities are not held to change or influence control.
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