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  4. [8-K/A] Wheels Up Experience Inc. Amends Material Event Report

Wheels Up revises 2025 adjusted EBITDA to -$95.1M

The amended historical reconciliations do not change the second-quarter 2026 financial statements or non-GAAP measures reported in the Form 10-Q.

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Rhea-AI Filing Summary

Wheels Up Experience Inc. (UP) amended historical reconciliations of Adjusted EBITDA and Adjusted EBITDAR, stating that earlier materials understated both measures for quarterly periods from March 31, 2024 through March 31, 2026 and for the years ended December 31, 2024 and 2025. It changed the treatment of loss on extinguishment of debt from a deduction to an addition across the periods, removed amounts already included in fleet modernization expense for fourth-quarter 2024 refinancing transactions, and recalculated both measures.

For the year ended December 31, 2025, amended Adjusted EBITDA (updated definition) was -$95.127 million and Adjusted EBITDAR was -$78.298 million; for 2024, the respective figures were -$119.191 million and -$85.931 million. Wheels Up describes these as supplemental non-GAAP measures, not substitutes for GAAP measures. It stated that the amendment does not affect the unaudited financial statements or non-GAAP measures for the three and six months ended June 30, 2026 and 2025 reported in its second-quarter Form 10-Q.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Adjusted EBITDA (updated definition) -$95.127 million Year ended December 31, 2025
Adjusted EBITDAR (updated definition) -$78.298 million Year ended December 31, 2025
Adjusted EBITDA (updated definition) -$119.191 million Year ended December 31, 2024
Adjusted EBITDAR (updated definition) -$85.931 million Year ended December 31, 2024
Adjusted EBITDA (updated definition) -$30.554 million Three months ended March 31, 2026
Adjusted EBITDAR (updated definition) -$20.792 million Three months ended March 31, 2026
Adjusted EBITDA financial
"We calculate Adjusted EBITDA as Net income (loss) adjusted for"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted EBITDAR financial
"Adjusted EBITDAR as Adjusted EBITDA, as further adjusted for aircraft lease costs"
Adjusted EBITDAR is a company’s reported profit measure that starts with operating earnings and then adds back interest, taxes, depreciation, amortization and rent, plus any one‑time items companies exclude. It aims to show how much cash a business generates from its core operations before the costs of financing, non‑cash accounting charges and property leases, like comparing two stores’ underlying sales by ignoring rent and loan payments. Investors use it to compare operating performance across firms and assess ability to cover fixed obligations, but companies may calculate it differently, so comparisons require caution.
non-GAAP financial measures financial
"in addition to, and not a substitute for or superior to"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Adjusted EBITDA (updated definition), year ended December 31, 2025 -$95.127 million
Adjusted EBITDAR (updated definition), year ended December 31, 2025 -$78.298 million
Adjusted EBITDA (updated definition), year ended December 31, 2024 -$119.191 million
Adjusted EBITDAR (updated definition), year ended December 31, 2024 -$85.931 million

FAQ

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

Which historical periods did Wheels Up (UP) revise in its EBITDA reconciliations?
Wheels Up revised quarterly periods from March 31, 2024 through March 31, 2026, and the years ended December 31, 2024 and 2025. The company said the earlier reconciliations understated Adjusted EBITDA and Adjusted EBITDAR for those periods.

Did Wheels Up's (UP) amendment change its second-quarter 2026 results?
No. Wheels Up said the amendment does not affect the unaudited financial statements or non-GAAP financial measures for the three and six months ended June 30, 2026 and 2025 reported in its second-quarter Form 10-Q.

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

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Available on EDGAR Accepted by SEC EDGAR
8-K/A0001819516TRUE00018195162026-07-312026-07-31

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
 CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of Report (Date of earliest event reported): July 31, 2026
WHEELS UP EXPERIENCE INC.
(Exact name of registrant as specified in its charter)
Delaware001-3954198-1617611
(State or other jurisdiction(Commission(I.R.S. Employer
of incorporation)File Number)Identification No.)
2135 American Way
Chamblee, Georgia
30341
(Address of principal executive offices)(Zip Code)
(212) 257-5252
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Class A common stock, $0.0001 par value per shareUPNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02    Results of Operations and Financial Condition.
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Wheels Up Experience Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on August 4, 2026 (the “Original Form 8-K”). This Amendment does not impact the Company’s unaudited financial statements or non-GAAP financial measures for the three and six months ended June 30, 2026 and 2025 that were reported in the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2026 (the “2Q Form 10-Q”). As a result, the 2Q Form 10-Q is not being amended.
The Company is filing this Amendment solely to correct inadvertent errors in the historical period reconciliations of each of Adjusted EBITDA and Adjusted EBITDAR to Net income (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 (collectively, the “Applicable Historical Periods”), which were originally disclosed under the heading “Reconciliation of Adjusted EBITDA and Adjusted EBITDAR to Net income (loss) (Updated Definition – in thousands)” in the Company’s press release and investor letter furnished as Exhibits 99.1 and 99.2, respectively, to the Original Form 8-K (the “2Q Earnings Materials”). These inadvertent errors in the 2Q Earnings Materials resulted in an understatement of each of Adjusted EBITDA and Adjusted EBITDAR for the Applicable Historical Periods. Revised reconciliations of each of Adjusted EBITDA and Adjusted EBITDAR to Net income (loss) for the Applicable Historical Periods are included in Exhibit 99.1 furnished as an exhibit to this Amendment. The revisions consist of: (i) for all periods presented, updating the amounts reported in the line item titled “Loss on extinguishment of debt” to be reflected as an addition rather than a deduction, consistent with the treatment of similar items of gain and loss in such reconciliations; (ii) for each of the three months and year ended December 31, 2024, eliminating the portion of the amounts reported in the line item titled “Loss on extinguishment of debt” that were already included in the line item titled “Fleet modernization expense,” which were related to certain refinancing transactions that closed in the fourth quarter of 2024; and (iii) recalculating the amounts reported in the line items titled “Adjusted EBITDA (updated definition)” and “Adjusted EBITDAR (updated definition)” for the Applicable Historical Periods to reflect the foregoing.
The information in this Item 2.02 and Exhibit 99.1 is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Non-GAAP Financial Measures
Item 2.02 of this Amendment and Exhibit 99.1 furnished herewith refer to and include Adjusted EBITDA and Adjusted EBITDAR, which are non-GAAP financial measures. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be considered as an alternative to any performance measures derived in accordance with GAAP. Definitions and reconciliations of non-GAAP financial measures to their most comparable GAAP counterparts are included in the sections titled “Definitions of Non-GAAP Financial Measures” and “Amended Reconciliations of Adjusted EBITDA and Adjusted EBITDAR to Net income (loss) (Updated Definition – in thousands),” respectively, of Exhibit 99.1 furnished herewith. The Company believes that these non-GAAP financial measures provide useful supplemental information to investors about the Company. 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 the Company’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, the Company’s non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies.


Item 9.01    Financial Statements and Exhibits.
 (d)    Exhibits.
Exhibit NumberDescription
99.1*
Amended Reconciliations of Adjusted EBITDA and Adjusted EBITDAR to Net income (loss) (Updated Definition - in thousands) in Second Quarter 2026 Earnings Press Release and Investor Letter of Wheels Up Experience Inc.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Furnished herewith.


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
WHEELS UP EXPERIENCE INC.
Date: October 9, 2026
By:/s/ Alexander Chatkewitz
Name:Alexander Chatkewitz
Title:Chief Accounting Officer



Exhibit 99.1
WHEELS UP EXPERIENCE INC.
AMENDED RECONCILIATIONS OF
ADJUSTED EBITDA AND ADJUSTED EBITDAR TO NET INCOME (LOSS) (UPDATED DEFINITION - IN THOUSANDS)
IN SECOND QUARTER 2026 EARNINGS PRESS RELEASE AND INVESTOR LETTER
As amended as of October 9, 2026

Amended Reconciliations of Adjusted EBITDA and Adjusted EBITDAR to Net income (loss) (Updated Definition – in thousands)

Three Months EndedYear Ended
March 31, 2026December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2024September 30, 2024June 30, 2024March 31, 2024December 31, 2025December 31, 2024
Net loss$(82,958)$(28,875)$(83,730)$(82,299)$(99,313)$(87,538)$(57,731)$(96,973)$(97,393)$(294,217)$(339,635)
Add back (deduct):
Interest expense25,307 24,996 23,510 22,084 19,880 18,089 16,041 16,667 14,555 90,470 65,352 
Interest income(242)(405)(631)(836)(1,148)(922)(907)(285)(56)(3,020)(2,170)
Income tax expense (benefit)509 1,134 1,332 959 78 494 405 441 (114)3,503 1,226 
Other expense (income), net11 1,248 (4)470 (301)218 149 221 129 1,413 717 
Depreciation and amortization11,714 13,545 13,926 13,490 20,210 13,074 12,484 15,593 15,395 61,171 56,546 
Change in fair value of warrant liability— — — — — 17 (107)70 28 — 8 
Loss (gain) on divestiture— 152 (1,833)— — 1,400 — — (3,403)(1,681)(2,003)
Loss (gain) on disposal of assets, net117 (1,211)(480)20 (3,289)1,538 (70)(136)1,963 (4,960)3,295 
Equity-based compensation expense11,388 11,975 12,499 8,295 12,661 12,613 7,885 14,268 11,211 45,430 45,977 
Integration and transformation expense(1)
494 1,021 2,866 183 1,183 — — — — 5,253 — 
Fleet modernization expense(2)
— 9,008 8,697 7,972 5,147 28,135 — — — 30,824 28,135 
Legacy fleet retirement(3)
4,984 — — — — — — — — — — 
Restructuring charges(4)
— — — — — 365 970 4,371 2,144 — 7,850 
Atlanta Member Operations Center set-up expense(5)
— — — — — — — 458 3,023 — 3,481 
Certificate consolidation expense(6)
— — — — — 794 1,143 3,674 1,138 — 6,749 
Other(7)
613 340 624 625 20,742 416 (244)4,276 2,151 22,331 6,599 
Adjusted EBITDA (previous definition)$(28,063)$32,928 $(23,224)$(29,037)$(24,150)$(11,307)$(19,982)$(37,355)$(49,229)$(43,483)$(117,873)
Aircraft lease costs(8)
9,762 3,980 3,573 3,918 5,358 8,133 8,387 8,596 8,143 16,829 33,260 
Adjusted EBITDAR (previous definition)$(18,301)$36,908 $(19,651)$(25,119)$(18,792)$(3,174)$(11,595)$(28,759)$(41,086)$(26,654)$(84,613)
1





Three Months EndedYear Ended
March 31, 2026December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2024September 30, 2024June 30, 2024March 31, 2024December 31, 2025December 31, 2024
Adjusted EBITDA (previous definition)$(28,063)$32,928 $(23,224)$(29,037)$(24,150)$(11,307)$(19,982)$(37,355)$(49,229)$(43,483)$(117,873)
Adjustments:
(Gain) loss on sale of aircraft held for sale(2,508)(39,272)(3,737)(2,203)(6,551)(1,942)(190)234 (2,724)(51,763)(4,622)
Loss on extinguishment of debt17 40 19 22 38 504 289 805 1,706 119 3,304 
Adjusted EBITDA (updated definition)$(30,554)$(6,304)$(26,942)$(31,218)$(30,663)$(12,745)$(19,883)$(36,316)$(50,247)$(95,127)$(119,191)
Three Months EndedYear Ended
March 31, 2026December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2024September 30, 2024June 30, 2024March 31, 2024December 31, 2025December 31, 2024
Adjusted EBITDAR (previous definition)$(18,301)$36,908 $(19,651)$(25,119)$(18,792)$(3,174)$(11,595)$(28,759)$(41,086)$(26,654)$(84,613)
Adjustments:
(Gain) loss on sale of aircraft held for sale(2,508)(39,272)(3,737)(2,203)(6,551)(1,942)(190)234 (2,724)(51,763)(4,622)
Loss on extinguishment of debt17 40 19 22 38 504 289 805 1,706 119 3,304 
Adjusted EBITDAR (updated definition)$(20,792)$(2,324)$(23,369)$(27,300)$(25,305)$(4,612)$(11,496)$(27,720)$(42,104)$(78,298)$(85,931)
__________________
(1)Consists of expenses associated with the Company’s global integration efforts, including charges for employee separation programs and third-party advisor costs.
(2)Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning the Embraer Phenom 300 series and Bombardier Challenger 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)Includes charges for contract termination fees and employee separation programs as part of our cost reduction and strategic business initiatives.
(5)Consists of expenses associated with establishing our Member Operations Center located in the Atlanta, Georgia area and its operations, primarily including redundant operating expenses during the transition period, relocation expenses for employees and costs associated with onboarding new employees.
(6)Consists of expenses incurred to execute the consolidation of our U.S. Federal Aviation Administration operating certificates, primarily related to pilot training and retention programs, and consultancy fees associated with planning and implementing the consolidation process.
(7)For the three months ended March 31, 2026, primarily consists of on-going lease costs for our former New York City corporate office space, which we vacated during the first quarter of 2025. For the three months ended March 31, 2025 and year ended December 31, 2025, includes a $20.2 million non-cash, pre-tax right-of-use asset impairment charge associated with vacating our former New York City corporate office space for a smaller, centralized location and related on-going lease costs for the vacated space. For each of the three months ended March 31, 2024, June 30, 2024 and September 30, 2024 and the year ended December 31, 2024, includes collections of certain aged receivables, which were added back to Net loss in the reconciliation presented for the year ended December 31, 2022. For the three months ended March 31, 2024 and year ended December 31, 2024, includes (i) reserves and/or write-off of certain aged receivables associated with the aircraft management business divested on September 30, 2023 and (ii) expenses associated with ongoing litigation matters. For the three months ended June 30, 2024 and year ended December 31, 2024, includes amounts reserved during the second quarter of 2024 related to Parts and supplies inventory deemed in excess after revision of future business needs associated with strategic business initiatives.
(8)Aircraft lease costs are reflected in Cost of revenue on the consolidated statement of operations for the applicable period. We started reporting Adjusted EBITDAR beginning with the three months ended March 31, 2025.



2


Use of Non-GAAP Financial Measures
This Exhibit 99.1 refers to and includes Adjusted EBITDA and Adjusted EBITDAR, which are non-GAAP financial measures. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be considered as an alternative to any performance measures derived in accordance with GAAP. Definitions and reconciliations of non-GAAP financial measures to their most comparable GAAP counterparts are included in the sections titled “Definitions of Non-GAAP Financial Measures” and “Amended Reconciliations of Adjusted EBITDA and Adjusted EBITDAR to Net income (loss) (Updated Definition - in thousands)”, respectively, in this Exhibit 99.1. Wheels Up Experience Inc. (the “Company”, “our” or “we”) believes that these non-GAAP financial measures provide useful supplemental information to investors about the Company. 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 the Company’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, the Company’s non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies.
Definitions of Non-GAAP Financial Measures
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, to be used in conjunction with bonus program target achievement determinations, strategic internal planning, annual budgeting, allocating resources and making operating decisions, and to provide useful information for historical period-to-period comparisons of our business, as each measure removes the effect of certain non-cash expenses and other items not indicative of our ongoing operating performance.

Adjusted EBITDAR is included as a supplemental measure, because we believe it provides an alternate presentation to adjust for the effects of financing in general and the accounting effects of capital spending and acquisitions of aircraft, which may be acquired outright, acquired subject to acquisition debt, including under the Revolving Equipment Notes Facility (as defined in our SEC filings), 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.


* — * — * — * — *
3

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