Wheels Up Q3 2026 net loss widens to $89.4M
UP's premium-fleet revenue grew 120% while total revenue fell 11%, alongside a six-jet order and added credit.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Wheels Up Experience Inc. (UP) reported third-quarter 2026 revenue of $164.8 million, down 11% year over year, and a net loss of $89.4 million, versus $83.7 million a year earlier. Gross profit was $15.2 million, compared with a $1.3 million loss; adjusted EBITDAR loss narrowed 44% to $13.2 million, while Adjusted Contribution Margin rose to 16.4% from 12.7%. Net cash used in operating activities for the first nine months was $208.345 million, versus $147.926 million.
Delta committed an additional $100 million revolving credit facility, drawable through December 1, 2027. Amounts drawn bear 10% annual interest on unpaid principal, and a 2% annual fee applies to the full commitment; both are payable-in-kind, compounded and capitalized to principal at quarter-ends and maturity. Net proceeds from certain new equity issuances must prepay outstanding amounts.
Wheels Up agreed to purchase six factory-new Embraer Phenom 300E jets for approximately $90.0 million, subject to discounts and customary adjustments, with delivery expected in the third and fourth quarters of 2027. It paid a deposit equal to approximately 20% of the purchase price using available cash and proceeds from $17.4 million of deposit-financing notes.
3 points · 0 major2 major · 3 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointAdjusted EBITDAR loss improved 44% to $13.2 million in Q3 2026.
- Moderate pointAdjusted Contribution Margin rose 3.7 percentage points to 16.4%.
- Moderate pointGross profit was $15.2 million, versus a $1.3 million loss.
Negative
- Major pointNet loss increased 7% to $89.4 million in Q3 2026.
- Major pointNet cash used in operating activities rose 41% to $208.345 million in the first nine months.
- Moderate pointRevenue fell 11% to $164.8 million in Q3 2026.
Filing Explained
Most of the aircraft balance is expected to be funded later through several possible sources, rather than one identified facility.
Wheels Up issued
The notes are secured by senior liens on the purchase agreement and deposit, and reduce capacity under the existing
The additional
The company expects substantially all of the roughly
8-K Event Classification
5 items: 1.01, 2.02, 2.03, 7.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Revenue: $164.8 million
Net loss: $89.4 million
Gross profit: $15.2 million
+5 more
8 metrics
Revenue
$164.8 million
Three months ended September 30, 2026; down 11% year over year
Net loss
$89.4 million
Three months ended September 30, 2026; compared with $83.7 million in 2025
Gross profit
$15.2 million
Three months ended September 30, 2026; compared with a $1.3 million loss in 2025
Adjusted EBITDAR
$13.2 million loss
Three months ended September 30, 2026; loss improved 44% year over year
Adjusted Contribution Margin
16.4%
Three months ended September 30, 2026; compared with 12.7% in 2025
Net cash used in operating activities
$208.345 million
Nine months ended September 30, 2026; 41% more than in 2025
Revolving credit facility commitment
$100 million
Additional commitment provided by Delta; drawable through December 1, 2027
Aggregate purchase price
Approximately $90.0 million
Six factory-new Embraer Phenom 300E aircraft; subject to discounts and customary adjustments
Key Terms
Adjusted EBITDAR, Adjusted Contribution Margin, payable-in-kind, Unrestricted Cash Amount, +1 more
5 terms
Adjusted EBITDAR financial
"Adjusted EBITDAR loss of $13.2 million"
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.
Adjusted Contribution Margin financial
"Adjusted Contribution Margin of 16.4%"
Adjusted contribution margin measures the money a company keeps from sales after paying the direct, variable costs of producing those goods or services, with one-time or non-operational items removed to show recurring performance. For investors it highlights how much revenue is available to cover fixed costs and generate profit on an apples-to-apples basis, making it easier to compare operational efficiency across periods or between companies by excluding unusual or non-recurring effects.
payable-in-kind financial
"payable-in-kind and compounded and capitalized to the principal amount"
Payable-in-kind describes a payment method where interest or dividends are paid not with cash but with additional securities, such as extra shares or added principal on a loan. It matters to investors because it preserves a company’s cash like a homeowner rolling loan interest into the mortgage, but can dilute existing ownership or increase future debt and risk, so it changes both near-term cash flow and long-term value.
Unrestricted Cash Amount financial
"Unrestricted Cash Amount will not exceed $100.0 million"
Brand Days technical
"163 Brand Days, or days with a perfect Completion Rate"
Earnings Snapshot
Revenue: $164.8 million
Three months ended September 30, 2026
Revenue
$164.8 million
Down 11% year over year
Net loss
$89.4 million
Increased 7% year over year
Gross profit
$15.2 million
Compared with a $1.3 million loss in 2025
Adjusted EBITDAR
$13.2 million loss
Loss improved 44% year over year
Adjusted Contribution Margin
16.4%
Up 3.7 percentage points from 12.7%
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were UP's third-quarter 2026 results?
Wheels Up reported revenue of $164.8 million, down 11% year over year, and a net loss of $89.4 million, compared with $83.7 million a year earlier. Gross profit was $15.2 million, versus a $1.3 million loss in the prior-year quarter.
How many new jets did UP order, and when are they expected?
Wheels Up agreed to buy six factory-new Embraer Phenom 300E jets for approximately $90.0 million, subject to discounts and customary adjustments. Delivery is expected in the third and fourth quarters of 2027.
What cash limit applies to borrowing under UP's new Delta facility?
The company may borrow only to the extent that, after giving pro forma effect to borrowings under both revolving credit facilities, its Unrestricted Cash Amount will not exceed $100.0 million. It generally must promptly repay borrowings under the 2026 facility before maturity to the extent that amount exceeds $100.0 million.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 3, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||||||
| of incorporation) | File Number) | Identification No.) | ||||||
| (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 | ||||||||||||
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 1.01 Entry into a Material Definitive Agreement.
Additional Revolving Credit Facility Provided by Delta
As previously disclosed, Wheels Up Experience Inc. (the “Company” or “Wheels Up”) is party to a Credit Agreement, dated as of September 20, 2023 (as previously amended prior to the Credit Agreement Amendment (as defined below), the “Existing 2023 Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors (collectively with the Company, the “Loan Parties”), the lenders from time to time party thereto, and U.S. Bank Trust Company, N.A., as administrative agent for the lenders and as collateral agent for the secured parties (the “Agent”), which provides for term loans in the aggregate original principal amount of $390.0 million (the “2023 Term Loans”) and a commitment for a revolving credit facility provided by Delta Air Lines, Inc. (“Delta”) in the aggregate original principal amount of $100.0 million (the “2023 Revolving Credit Facility”).
On November 4, 2026, the Company entered into Amendment No. 6 to Credit Agreement (the “Credit Agreement Amendment” and, together with the Existing 2023 Credit Agreement, the “2023 Credit Agreement”), by and among the Company, as borrower, the other Loan Parties party thereto, as guarantors, Delta and CK Wheels LLC (“CK Wheels”), as the Required Lenders and Lead Lenders (as each term is defined in the 2023 Credit Agreement), Cox Investment Holdings, LLC (“Cox”), as a lender, and the Agent, pursuant to which, among other things, Delta provided a commitment for an additional $100.0 million revolving credit facility (the “2026 Revolving Credit Facility” and, together with the 2023 Revolving Credit Facility, the “Revolving Credit Facilities”). The Company expects to use any amounts borrowed from time to time under the 2026 Revolving Credit Facility for working capital and general corporate purposes, including to execute the Company’s ongoing business transformation, to continue investing in its premium jet fleet and/or to repay existing indebtedness, and to pay certain transaction-related expenses.
The economic and legal terms of the 2026 Revolving Credit Facility are substantially similar to those of the 2023 Revolving Credit Facility, except: (i) the 2026 Revolving Credit Facility is available to be drawn from time to time through December 1, 2027, which is the scheduled maturity date for such facility (the “Maturity Date”); (ii) interest on any principal amounts drawn under the 2026 Revolving Credit Facility will accrue at a rate of 10% per annum on the unpaid principal balance then outstanding and the Company must pay a 2% per annum facility fee with respect to the full amount of the commitment under the 2026 Revolving Credit Facility, which in each case is payable-in-kind and compounded and capitalized to the principal amount of the 2026 Revolving Credit Facility outstanding on the last day of each of March, June, September and December, and the Maturity Date; and (iii) the Company must use any net proceeds from certain new equity issuances to prepay any amounts then outstanding under the 2026 Revolving Credit Facility, subject to certain terms and conditions.
Similar to the 2023 Revolving Credit Facility, the Company may only borrow available amounts under the 2026 Revolving Credit Facility at any time through the Maturity Date in an amount and to the extent that after giving pro forma effect to any borrowing thereunder and any borrowings under the 2023 Revolving Credit Facility, the Company’s Unrestricted Cash Amount (as defined in the 2023 Credit Agreement) will not exceed $100.0 million. In addition, the Company generally must promptly repay any borrowings under the 2026 Revolving Credit Facility prior to the Maturity Date to the extent the Company’s Unrestricted Cash Amount (as defined in the 2023 Credit Agreement) exceeds $100.0 million. Subject to limited exceptions, any amounts repaid by the Company under the Revolving Credit Facilities must be applied pro rata to outstanding amounts under the 2026 Revolving Credit Facility and 2023 Revolving Credit Facility.
The Maturity Date for the 2026 Revolving Credit Facility is expected to occur prior to that of the 2023 Term Loans and 2023 Revolving Credit Facility, each of which is scheduled to mature on September 20, 2028, and is permitted to be paid prior to amounts due and owing under the 2023 Term Loans and 2023 Revolving Credit Facility. The 2026 Revolving Credit Facility is secured by the same collateral as the other loans under the 2023 Credit Agreement, and has been initially guaranteed by all U.S. and certain non-U.S. direct and indirect subsidiaries of the Company. In the future, the Company may be required to add any new or after-acquired subsidiaries of the Company that meet certain criteria as guarantors. The 2023 Credit Agreement provisions applicable to the 2026 Revolving Credit Facility contain generally the same covenants and events of default that apply to the 2023 Term Loans and 2023 Revolving Credit Facility, in each case customary for transactions of its
type. Except as described above, the Credit Agreement Amendment did not amend any of the events of default or covenants, collateral provisions, terms related to existing borrowings and repayments, or other amounts borrowed or other existing commitment amounts under the 2023 Term Loans and 2023 Revolving Credit Facility. The 2026 Revolving Credit Facility and Credit Agreement Amendment were unanimously approved by the disinterested, independent members of the Company’s Board of Directors.
Order for New Embraer Phenom 300E Premium Jets
On November 3, 2026, Wheels Up Partners LLC (“WUP LLC”), an indirect subsidiary of the Company, entered into a definitive purchase agreement (the “Phenom Purchase Agreement”) with Embraer Executive Aircraft, Inc. (“Embraer”) to purchase six (6) factory-new Phenom 300E premium business jet aircraft (collectively, the “New Phenoms” and each, a “New Phenom”). Wheels Up expects that the New Phenoms will be delivered in the third and fourth quarters of 2027 and will supplement the Company’s growing fleet of Embraer Phenom 300 and 300E premium jets.
The aggregate purchase price of the New Phenoms is approximately $90.0 million, subject to certain discounts and customary adjustments. On November 3, 2026, the Company made a deposit in respect of the New Phenoms equal to approximately 20% of the aggregate purchase price (the “Phenom Deposit”) using available cash on-hand and the net proceeds from the PDP Financing (as defined below). The Company currently expects to finance substantially all of the balance of the purchase price for the New Phenoms, which will be due upon delivery of such aircraft, using any available capacity under its Revolving Equipment Notes Facility (as defined in the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2026 filed with the U.S. Securities and Exchange Commission (“SEC”) on August 5, 2026 (the “2Q Form 10-Q”)) or Revolving Credit Facilities, and/or future debt arrangements, cash on-hand or other capital resources.
The Phenom Purchase Agreement contains certain representations, warranties and covenants, delivery conditions, and assignment and termination provisions that are customary for agreements of its type. The termination provisions in the Phenom Purchase Agreement permit Embraer to terminate such agreement and retain all or a portion of the Phenom Deposit upon specified events of default or failures to perform by WUP LLC or if WUP LLC terminates for convenience, and permits WUP LLC to terminate such agreement and recover all or a portion of the Phenom Deposit upon the occurrence of specified events of default or failures to timely perform by Embraer, in each case subject to certain notice and cure rights.
Deposit Financing for New Phenoms
As previously disclosed, WUP LLC is a party to a revolving equipment notes facility that provides for the revolving issuance from time to time by WUP LLC of, among others, Series A-1 equipment notes (collectively with the PDP Equipment Notes (as defined below), the “Series A Equipment Notes”) in an aggregate principal amount up to $332.0 million (the “Series A Equipment Notes Facility”), which are secured by senior liens on certain of WUP LLC’s owned aircraft. In connection with entering into the Phenom Purchase Agreement, on November 3, 2026, WUP LLC entered into certain amendments to the Series A Equipment Notes Facility to permit Series A Equipment Notes to be issued in an amount up to 100% of the Phenom Deposit (the “PDP Equipment Notes”), issued $17.4 million aggregate principal amount of PDP Equipment Notes, and used the net proceeds from such issuance to fund substantially all of the Phenom Deposit (the “PDP Financing”). Bank of America, N.A. and PNC Bank, N.A. (together, the “Series A Lenders”) were the lenders under the Series A Equipment Notes Facility as of November 3, 2026.
The economic and legal terms of the PDP Equipment Notes are substantially similar to the Series A Equipment Notes issued in respect of certain of WUP LLC’s owned aircraft, except: (i) each PDP Equipment Note must be redeemed in full upon the earlier of delivery or termination of the Phenom Purchase Agreement with respect to the applicable New Phenom; (ii) there is no amortization of principal amount associated with the PDP Equipment Notes; (iii) amounts borrowed under the PDP Equipment Notes are included in the numerator of certain portfolio-level loan to value ratio calculations, but no corresponding collateral value is included in the denominator of such calculation with respect to the New Phenoms; (iv) the PDP Equipment Notes are secured by senior liens on the Phenom Purchase Agreement and related documentation (including the Phenom Deposit, the “PDP Collateral”), in favor of Wilmington Trust, National Association (“Wilmington Trust”), as mortgagee; and (v) certain conditions precedent
to the initial borrowing of the PDP Equipment Notes and covenants applicable to other Series A Equipment Notes were adjusted due to the differing nature of the PDP Collateral or do not apply to the PDP Equipment Notes. Any amounts borrowed in respect of the PDP Equipment Notes reduce available borrowing capacity under the existing $332.0 million maximum facility amount for the Series A Equipment Notes Facility, which remains available to be drawn on a revolving basis through November 13, 2027.
The PDP Equipment Notes are subject to other limited covenants of WUP LLC and events of default, including cross-default provisions among the Revolving Equipment Notes (as defined in the 2Q Form 10-Q), in each case subject to certain cure rights of WUP LLC. In connection with the PDP Financing, Delta reaffirmed its 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 addition, each of Delta and CK Wheels, in their capacities as lenders under the 2023 Credit Agreement, consented to the PDP Financing.
In connection with the closing of the PDP Financing, WUP LLC entered into, among others, Omnibus Amendment No. 2, dated as of November 3, 2026 (“Omnibus Amendment No. 2”), by and among WUP LLC, Wheels Up Class A-1 Loan Trust 2024-1, a Delaware statutory trust (the “Class A-1 Trust”), Wheels Up Class B-1 Loan Trust 2024-1, a Delaware statutory trust (the “Class B-1 Trust”), Wilmington Trust, not in its individual capacity, except as expressly stated therein, but in the various capacities described therein, and the Series A Lenders. Omnibus Amendment No. 2 amended the following documents to permit the PDP Financing, as each has been amended, supplemented or otherwise modified from time to time: (i) that certain Note Purchase Agreement, dated as of November 13, 2024, by and among WUP LLC, Wilmington Trust, as subordination agent and trustee, and the Class A-1 Trust; (ii) that certain Participation Agreement, dated as of November 13, 2024, by and among WUP LLC, Wilmington Trust, not in its individual capacity but as mortgagee and subordination agent, the Class A-1 Trust and the Class B-1 Trust; (iii) that certain Trust Indenture and Mortgage, dated as of November 13, 2024, by and among WUP LLC and Wilmington Trust, as mortgagee, as amended, supplemented or otherwise modified from time to time; and (iv) that certain Class A Revolving Loan Agreement, dated as of November 13, 2024, by and among the Class A-1 Trust, as borrower, Wilmington Trust, not in its individual capacity but as facility agent and security trustee, and the lenders party thereto from time to time, including the Series A Lenders.
As of November 4, 2026: (i) there were 36,386,642 shares of the Company’s Class A common stock, $0.0001 par value per share (“Common Stock”), outstanding (excluding treasury stock); (ii) Delta beneficially owned approximately 36.2% of the outstanding shares of Common Stock, of which any shares in excess of 29.9% of shares of Common Stock entitled to vote at any annual meeting of the Company’s stockholders that are held by Delta will be neutral shares with respect to voting rights; (iii) CK Wheels beneficially owned approximately 35.4% of the outstanding shares of Common Stock; (iv) Cox beneficially owned approximately 11.8% of the outstanding shares of Common Stock; (v) each of Delta, CK Wheels and Cox was (A) a lender under the 2023 Credit Agreement, (B) a party to certain other agreements concerning the governance of the Company and certain commercial arrangements, as applicable, in each case as disclosed under the heading “Related Person Transactions with Holders of More than 5% of Our Voting Stock” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 24, 2026, and (C) a party to the transactions described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2026; (vi) each of Delta and Cox was a party to the transactions described under the heading “Delta Lock-Up Extension” in Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2026; and (vii) Delta was a party to (A) certain credit support-related transactions described under the caption “Closing of $68 million Series B Revolving Equipment Notes Facility” in Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2026 and (B) the 2023 Revolving Credit Facility availability date extension described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2026.
The foregoing descriptions of Omnibus Amendment No. 2 under the heading “Deposit Financing for New Phenoms” and the Credit Agreement Amendment under the heading “Additional Revolving Credit Facility Provided by Delta” in this Item 1.01 are qualified in their entirety by reference to the agreements, copies of which are filed as Exhibits 4.1 and 10.1 hereto, respectively, and are incorporated by reference herein. The Company intends to file a copy of the Phenom Purchase Agreement as an exhibit to the Company’s forthcoming Annual Report on Form 10-K for the year ended December 31, 2026.
Item 2.02 Results of Operations and Financial Condition.
On November 5, 2026, Wheels Up issued a press release and investor letter announcing its financial results for the three months ended September 30, 2026. The full text of the press release and investor letter are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K (this “Current Report”) and are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 “Entry into a Material Definitive Agreement” of this Current Report under the headings titled “Additional Revolving Credit Facility Provided by Delta” and “Deposit Financing for New Phenoms” is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On November 5, 2026, Wheels Up issued a press release regarding the order for the New Phenoms from Embraer, a copy of which is furnished as Exhibit 99.3 to this Current Report and incorporated by reference herein.
The information in Items 2.02 and 7.01 of this Current Report and Exhibits 99.1, 99.2 and 99.3 is being furnished pursuant to Items 2.02 and 7.01 of Form 8-K, as applicable, 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.
Cautionary Note Regarding Forward-Looking Statements
This Current Report and Exhibits 99.1, 99.2 and 99.3 furnished herewith contain 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 2023 Credit Agreement, including the 2026 Revolving Credit Facility, and Wheels Up’s intended use of net proceeds from any amounts borrowed thereunder for working capital and general corporate purposes, including to execute its ongoing business transformation, continue investing in its premium jet fleet and/or repay existing indebtedness, and to pay certain transaction-related expenses; (ii) Wheels Up’s plans and ability to acquire the New Phenoms pursuant to the Phenom Purchase Agreement, the expected delivery timeline, cost and financing plans to acquire such aircraft, and the anticipated future business, financial and operational benefits to Wheels Up from any acquisition of the New Phenoms; (iii) the impact of the terms of the PDP Financing and PDP Equipment Notes, Wheels Up’s ability to repay the PDP Equipment Notes when due and otherwise fund the purchase price for the New Phenoms using any available cash on-hand or other capital resources, including any borrowings under existing or future debt facilities, subject to any limitations or restrictions or the satisfaction of any conditions precedent under the definitive documentation thereunder; and (iv) Wheels Up’s fleet strategy, future member and customer demand for flight services, operating performance, and business, financial and growth plans, including as a result of the planned acquisition of the New Phenoms and the establishment of the 2026 Revolving Credit Facility. 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. The Company has identified certain known material risk factors applicable to the Company under Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 10, 2026, under Part II, Item 1A “Risk Factors” in the 2Q Form 10-Q, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 4.1* | Omnibus Amendment No. 2, dated as of November 3, 2026, by and among Wheels Up Partners LLC, Wheels Up Class A-1 Loan Trust 2024-1, Wheels Up Class B-1 Loan Trust 2024-1, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but in the various capacities described therein, and Bank of America, N.A. and PNC Bank, N.A., as lenders (2024-1 Series A-1 Revolving Equipment Notes) | |||||||
| 10.1* | Amendment No. 6 to Credit Agreement, dated as of November 4, 2026, by and among Wheels Up Experience Inc., as Borrower, the subsidiaries of Wheels Up Experience Inc. party thereto, as guarantors, Delta Air Lines, Inc., CK Wheels LLC, and Cox Investment Holdings, LLC, as lenders, and U.S. Bank Trust Company, N.A., not in its individual capacity but solely as administrative agent for the lenders and as collateral agent for the secured parties | |||||||
| 99.1** | Press Release, dated November 5, 2026 (Earnings Release) | |||||||
| 99.2** | Investor Letter, dated November 5, 2026 | |||||||
| 99.3** | Press Release, dated November 5, 2026 (Wheels Up to Further Expand Premium Fleet with Order of Six Factory-New Embraer Phenom 300E Jets) | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
__________
* Filed herewith.
** 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: November 5, 2026 | By: | /s/ George Mattson | |||||||||
| Name: | George Mattson | ||||||||||
| Title: | Chief Executive Officer | ||||||||||
Exhibit 99.1
Wheels Up Announces Third Quarter Results
Business transformation crosses an inflection point with Signature fleets delivering the majority of Wheels Up’s third quarter private jet flight revenue
Operational performance achieves new records and continues to set industry standards, generating over 160 Brand Days year to date through September
Continuing investment in fleet growth and customer experience supported by landmark order for six factory-new Phenom 300E aircraft from Embraer
Delta provided an additional $100 million revolving credit facility to the company, reinforcing Delta’s commitment to the strategic partnership for the next phase of Wheels Up’s business transformation
ATLANTA – November 5, 2026 – Wheels Up Experience Inc. (NYSE:UP) today announced financial results for the third quarter of 2026. Highlights of the quarter, including GAAP results, non-GAAP financial measures and key operating metrics, are on pages three and four and incorporated herein.
Commentary from Wheels Up’s Chief Executive Officer George Mattson about the Company’s financial and operating results for the third quarter of 2026 is included in an Investor Letter that can be found on Wheels Up’s Investor Relations website at https://investors.wheelsup.com.
Third Quarter 2026 Results
•GAAP Revenue of $164.8 million, a reduction of 11% year-over-year, ~3% of which was attributable to the disposition of non-core services businesses in third quarter of 2025.
•Private Jet Flight revenue of $143.9 million declined by 7% for the quarter as premium Phenom and Challenger fleet revenue increased by 120%, outpacing 79% growth in those fleet types from 24 to 43 aircraft year-over-year, while legacy fleet revenue declined by 44% as the company winds down its legacy programs.
•Total Gross Bookings (the total gross spend on private jet flight services, including private jet charter, group charter and cargo services) of $225.4 million was down 15% year-over-year, primarily reflecting lower group charter, cargo and on-demand charter volume.
•Gross profit of $15.2 million improved by $16 million versus the prior year period, with results impacted by approximately $3 million of business transformation-related expenses. Net loss of $89.4 million, or $(2.48) per share, increased by approximately $6 million versus the prior year period.
•Adjusted Contribution of $27.0 million, a 15% improvement from the prior year period, and Adjusted Contribution Margin of 16.4%, versus 12.7% in the prior year period. The Company estimates approximately 3 points of year-over-year margin pressure came from the prior year sale of non-core services businesses (~1 point) and transitory inefficiencies from the ongoing business transformation (~2 points).
•Adjusted EBITDAR loss of $13.2 million, a 44% improvement compared to the prior year period, primarily driven by a more streamlined fleet of Phenoms and Challengers that produced a 31% increase in Utility in the third quarter of 2026 compared to the prior year period and the impact of efficiency, productivity and cost reduction initiatives implemented over the last several quarters.
“The third quarter marked an important inflection point for Wheels Up as the strategic actions we took earlier this year began to translate into stronger commercial and operational performance,” said George Mattson, Wheels Up Chief Executive Officer. “Signature revenue and memberships surpassed legacy revenue and memberships for the first time, demand for our premium fleet continued to scale, Adjusted Contribution Margin improved significantly despite transitory headwinds from the wind-down of legacy programs, and we delivered improvement across all operational performance metrics. As we look ahead to 2027, we are focused on completing the full sunset of legacy membership programs and continuing to scale the Wheels Up Signature Membership, expanding high-quality revenue, improving productivity, maximizing the value driven by our premium fleet, and deepening our strategic partnership with Delta Air Lines to support long-term profitable growth.”
1
Business Highlights
•Continued to invest in the premium fleet transition. Today, Wheels Up announced a landmark order for six factory-new Embraer Phenom 300E aircraft, expected to be delivered in the third and fourth quarters of 2027, to help ensure planned capacity keeps pace with expected demand from members and customers.
•Secured an additional $100 million revolving credit facility commitment from Delta. Today, Wheels Up announced that Delta Air Lines has committed an additional $100 million revolving credit facility to the company, expanding its financial support to help accelerate the impact of Wheels Up’s ongoing business transformation.
•Reached an inflection point in the strategic product transition. The Wheels Up Signature Membership program has grown to more than 1,500 members(1), a 130% increase year to date through September, while legacy memberships have declined by 62% following the announced wind-down of legacy programs and fleet in April.
•Maintained best-in-class operational excellence. Wheels Up achieved a Completion Rate of 99.3% (up ~1 point year-over-year) and On-Time Performance (A-30), or arrival within 30 minutes of the scheduled time, of 86.4% (up nearly 4 points year-over-year). Through the end of September 2026, the Company had recorded 163 Brand Days, or days with a perfect Completion Rate and no operational cancellations.
•Received recognition from customers on the exceptional performance and customer experience. Wheels Up was honored as the sixth ranked airline in the United States in the 2026 Condé Nast Traveler Readers' Choice Awards.
•Evolved the brand identity to reflect progress made on Wheels Up’s business transformation. Launched The Right Way to Fly in early October, a refreshed brand campaign that reflects the differentiated customer value proposition, operational reliability, service and premium experience increasingly associated with the Wheels Up platform.
•Developed an industry-aligned sustainability solution for customers. In September, Wheels Up announced that an enhanced Sustainable Aviation Fuel (SAF) program will be its primary sustainability offering, replacing the previous carbon offsetting program. SAF is widely viewed as one of the most effective solutions currently available for reducing aviation emissions. Wheels Up’s SAF program is made possible by the partnership with Delta, which provides access to its SAF supply through an on-demand book-and-claim system, regardless of operator or departure airport.
__________________
(1) Reflects Wheels Up Signature members and Custom Enterprise Solutions accounts modeled after Wheels Up Signature Membership.
2
Financial and Operating Highlights(1)
| Three Months Ended September 30, | |||||||||||||||||
(in thousands, except Live Flight Legs, Private Jet Gross Bookings per Live Flight Leg, Utility and percentages) | 2026 | 2025 | % Change | ||||||||||||||
| Total Gross Bookings | $ | 225,417 | $ | 266,627 | (15) | % | |||||||||||
| Private Jet Gross Bookings | $ | 178,361 | $ | 209,695 | (15) | % | |||||||||||
| Live Flight Legs | 7,774 | 11,593 | (33) | % | |||||||||||||
| Private Jet Gross Bookings per Live Flight Leg | $ | 22,943 | $ | 18,088 | 27 | % | |||||||||||
Utility(2) | 56.3 | 43.1 | 31 | % | |||||||||||||
| Completion Rate | 99.3 | % | 98.5 | % | 1 pp | ||||||||||||
| On-Time Performance (A-30) | 86.4 | % | 82.7 | % | 4 pp | ||||||||||||
| On-Time Performance (D-60) | 94.9 | % | 89.0 | % | 6 pp | ||||||||||||
3+ Hour Delay Rate | 1.3 | % | 2.1 | % | (1) pp | ||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||
| Total Gross Bookings | $ | 734,408 | $ | 770,477 | (5) | % | |||||||||||
| Private Jet Gross Bookings | $ | 562,210 | $ | 623,314 | (10) | % | |||||||||||
| Live Flight Legs | 24,216 | 34,459 | (30) | % | |||||||||||||
| Private Jet Gross Bookings per Live Flight Leg | $ | 23,216 | $ | 18,089 | 28 | % | |||||||||||
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| Three Months Ended September 30, | |||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||
| Revenue | $ | 164,787 | $ | 185,486 | $ | (20,699) | (11) | % | |||||||||||||||
| Gross profit | $ | 15,165 | $ | (1,318) | $ | 16,483 | n/m | ||||||||||||||||
| Adjusted Contribution | $ | 27,039 | $ | 23,500 | $ | 3,539 | 15 | % | |||||||||||||||
| Adjusted Contribution Margin | 16.4% | 12.7% | N/A | 3.7 | pp | ||||||||||||||||||
| Net loss | $ | (89,442) | $ | (83,730) | $ | (5,712) | (7) | % | |||||||||||||||
| Adjusted EBITDA | $ | (18,882) | $ | (26,942) | $ | 8,060 | 30 | % | |||||||||||||||
| Adjusted EBITDAR | $ | (13,202) | $ | (23,369) | $ | 10,167 | 44 | % | |||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||
| Revenue | $ | 515,708 | $ | 552,653 | $ | (36,945) | (7) | % | |||||||||||||||
| Gross profit | $ | 22,742 | $ | (230) | $ | 22,972 | n/m | ||||||||||||||||
| Adjusted Contribution | $ | 64,358 | $ | 69,011 | $ | (4,653) | (7) | % | |||||||||||||||
| Adjusted Contribution Margin | 12.5 | % | 12.5 | % | N/A | — | pp | ||||||||||||||||
| Net loss | $ | (279,649) | $ | (265,342) | $ | (14,307) | (5) | % | |||||||||||||||
| Adjusted EBITDA | $ | (75,598) | $ | (88,823) | $ | 13,225 | 15 | % | |||||||||||||||
| Adjusted EBITDAR | $ | (53,928) | $ | (75,974) | $ | 22,046 | 29 | % | |||||||||||||||
| Net cash used in operating activities | $ | (208,345) | $ | (147,926) | $ | (60,419) | (41) | % | |||||||||||||||
__________________
(1)For information regarding Wheels Up’s use and definitions of our key operating metrics and non-GAAP financial measures, see “Definitions of Key Operating Metrics,” “Definitions of Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Financial Measures” sections herein.
(2)For the three months ended September 30, 2026, Utility for the Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft in our controlled fleet were 55.8 and 66.9 hours, respectively. For the three months ended September 30, 2025, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 55.7, 52.6 and 39.5 hours, respectively. We retired our legacy fleets from revenue service in April 2026.
N/A Not applicable
About Wheels Up
Wheels Up is a leading global provider of on-demand private aviation with a large, diverse fleet and a network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs as well as 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 provide current expectations of future circumstances or events based on certain assumptions and include any statement, projection or forecast that does not directly relate to any historical or current fact. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the control of Wheels Up Experience Inc. (“Wheels Up”, “we”, “us”, “our” or the “Company”), that could cause actual results to differ materially from the results discussed in the forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding: (i) Wheels Up’s growth plans, market conditions in the private aviation industry and the anticipated success of Wheels Up’s sales efforts and service offerings, including its membership program and charter solutions; (ii) Wheels Up’s ongoing business transformation, including its efforts to scale its premium aircraft fleet, dispose of retired legacy aircraft and implement operational efficiency and cost control initiatives, and its ability to execute such transformation on the timeline that it currently anticipates and realize the anticipated commercial, financial and operational benefits during and after the expected period of transition; (iii) the potential benefits or impacts to Wheels Up from strategic actions, including, among others, acquisitions and divestitures, new debt or equity financings, refinancings of existing debt and commercial arrangements; (iv) aircraft that Wheels Up is under contract to acquire or expects to acquire in the future, including its ability to consummate such acquisitions on the timeline it currently expects and fund the purchase
4
price for such aircraft using available cash on-hand or other sources of available liquidity, including current or future debt financings, and the anticipated future business, financial and operational benefits to Wheels Up due to the acquisition of such aircraft; (v) Wheels Up’s ability to achieve its financial goals on the most recent schedule that it has announced; (vi) Wheels Up’s future liquidity, working capital levels, cash flows, debt and capital resources, and its ability to perform under its contractual and debt obligations in the future; and (vii) the impacts of general economic and geopolitical conditions on Wheels Up’s business and the aviation industry, including due to, among others, changes in interest rates, inflation, foreign currencies, taxes, tariffs and trade policies, domestic and foreign hostilities, government shutdowns or funding changes, and other factors that influence consumer and business spending decisions or cost dynamics. 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 a statement is not forward-looking. We have identified certain known material risk factors applicable to Wheels Up 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 three months ended June 30, 2026 filed with the SEC on August 5, 2026 and in our other filings with the SEC. It is not always possible for us to predict how new risks and uncertainties that arise from time to time may affect us. 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, we do not intend to update any of these forward-looking statements after the date of this press release.
Use of Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures, such as Adjusted EBITDA, Adjusted EBITDAR, Adjusted Contribution and Adjusted Contribution Margin. 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 “Reconciliations of Non-GAAP Financial Measures,” respectively, in this press release. Wheels Up believes 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, Wheels Up’s 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. In addition, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP financial measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.
For more information on these non-GAAP financial measures, see the sections titled “Definitions of Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Financial Measures” included in this press release.
Contacts
Investors:
ir@wheelsup.com
Media:
press@wheelsup.com
5
WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except share and per share data)
| Three Months Ended September 30, | Change in | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Revenue | $ | 164,787 | $ | 185,486 | $ | (20,699) | (11) | % | |||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of revenue (exclusive of items shown separately below) | 136,951 | 172,878 | (35,927) | (21) | % | ||||||||||||||||||
| Technology and development | 8,932 | 10,170 | (1,238) | (12) | % | ||||||||||||||||||
| Sales and marketing | 21,533 | 22,084 | (551) | (2) | % | ||||||||||||||||||
| General and administrative | 35,779 | 31,982 | 3,797 | 12 | % | ||||||||||||||||||
| Depreciation and amortization | 12,671 | 13,926 | (1,255) | (9) | % | ||||||||||||||||||
| Impairment on legacy fleet retirement | — | — | — | — | % | ||||||||||||||||||
| (Gain) on sale of aircraft held for sale | (292) | (3,737) | 3,445 | (92) | % | ||||||||||||||||||
| Loss (gain) on disposal of assets, net | (478) | (480) | 2 | — | % | ||||||||||||||||||
| Total costs and expenses | 215,096 | 246,823 | (31,727) | (13) | % | ||||||||||||||||||
| Loss from operations | (50,309) | (61,337) | 11,028 | 18 | % | ||||||||||||||||||
| Other (expense) income | |||||||||||||||||||||||
| Loss on extinguishment of debt | (57) | (19) | (38) | 200 | % | ||||||||||||||||||
| Gain (loss) on divestiture | — | 1,833 | (1,833) | n/m | |||||||||||||||||||
| Change in fair value of warrant liability | 20 | — | 20 | n/m | |||||||||||||||||||
| Interest income | 322 | 631 | (309) | (49) | % | ||||||||||||||||||
| Interest expense | (39,133) | (23,510) | (15,623) | 66 | % | ||||||||||||||||||
| Other (expense) income, net | (81) | 4 | (85) | n/m | |||||||||||||||||||
| Total other (expense) income | (38,929) | (21,061) | (17,868) | 85 | % | ||||||||||||||||||
| Loss before income taxes | (89,238) | (82,398) | (6,840) | (8) | % | ||||||||||||||||||
| Income tax benefit (expense) | (204) | (1,332) | 1,128 | 85 | % | ||||||||||||||||||
| Net loss | (89,442) | (83,730) | (5,712) | (7) | % | ||||||||||||||||||
| Less: Net loss attributable to non-controlling interests | — | — | — | — | % | ||||||||||||||||||
| Net loss attributable to Wheels Up Experience Inc. | $ | (89,442) | $ | (83,730) | $ | (5,712) | (7) | % | |||||||||||||||
| Net loss per share of Class A common stock: | |||||||||||||||||||||||
| Basic and diluted | $ | (2.48) | $ | (2.38) | $ | (0.10) | (4) | % | |||||||||||||||
| Weighted-average shares of Class A common stock outstanding: | |||||||||||||||||||||||
| Basic and diluted | 36,123,374 | 35,190,671 | 932,703 | 2.7 | % | ||||||||||||||||||
n/m Not meaningful.
6
WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except share and per share data)
| Nine Months Ended September 30, | Change in | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Revenue | $ | 515,708 | $ | 552,653 | $ | (36,945) | (7) | % | |||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of revenue (exclusive of items shown separately below) | 456,461 | 505,257 | (48,796) | (10) | % | ||||||||||||||||||
| Technology and development | 26,513 | 30,052 | (3,539) | (12) | % | ||||||||||||||||||
| Sales and marketing | 70,463 | 68,630 | 1,833 | 3 | % | ||||||||||||||||||
| General and administrative | 94,282 | 119,031 | (24,749) | (21) | % | ||||||||||||||||||
| Depreciation and amortization | 36,505 | 47,626 | (11,121) | (23) | % | ||||||||||||||||||
| Impairment on legacy fleet retirement | 12,736 | — | 12,736 | n/m | |||||||||||||||||||
| (Gain) on sale of aircraft held for sale | (3,390) | (12,491) | 9,101 | (73) | % | ||||||||||||||||||
| Loss (gain) on disposal of assets, net | 4,194 | (3,749) | 7,943 | (212) | % | ||||||||||||||||||
| Total costs and expenses | 697,764 | 754,356 | (56,592) | (8) | % | ||||||||||||||||||
| Loss from operations | (182,056) | (201,703) | 19,647 | (10) | % | ||||||||||||||||||
| Other (expense) income | |||||||||||||||||||||||
| Loss on extinguishment of debt | (99) | (79) | (20) | 25 | % | ||||||||||||||||||
| (Loss) gain on divestiture | (507) | 1,833 | (2,340) | (128) | % | ||||||||||||||||||
| Change in fair value of warrant liability | 20 | — | 20 | n/m | |||||||||||||||||||
| Interest income | 1,130 | 2,615 | (1,485) | (57) | % | ||||||||||||||||||
| Interest expense | (97,390) | (65,474) | (31,916) | 49 | % | ||||||||||||||||||
| Other (expense) income, net | (153) | (165) | 12 | (7) | % | ||||||||||||||||||
| Total other (expense) income | (96,999) | (61,270) | (35,729) | 58 | % | ||||||||||||||||||
| Loss before income taxes | (279,055) | (262,973) | (16,082) | 6 | % | ||||||||||||||||||
| Income tax benefit (expense) | (594) | (2,369) | 1,775 | (75) | % | ||||||||||||||||||
| Net loss | (279,649) | (265,342) | (14,307) | 5 | % | ||||||||||||||||||
| Less: Net loss attributable to non-controlling interests | — | — | — | — | % | ||||||||||||||||||
| Net loss attributable to Wheels Up Experience Inc. | $ | (279,649) | $ | (265,342) | $ | (14,307) | 5 | % | |||||||||||||||
| Net loss per share of Class A common stock: | |||||||||||||||||||||||
| Basic and diluted | $ | (7.72) | $ | (7.57) | $ | (0.15) | (2) | % | |||||||||||||||
| Weighted-average shares of Class A common stock outstanding: | |||||||||||||||||||||||
| Basic and diluted | 36,226,531 | 35,044,487 | 1,182,044 | 3.4 | % | ||||||||||||||||||
7
WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share data)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 51,811 | $ | 133,926 | |||||||
| Accounts receivable, net | 30,123 | 24,249 | |||||||||
| Parts and supplies inventories | 2,056 | 11,586 | |||||||||
| Aircraft held for sale | 66,223 | 18,463 | |||||||||
| Prepaid expenses | 21,723 | 27,091 | |||||||||
| Other current assets | 19,219 | 34,042 | |||||||||
| Total current assets | 191,155 | 249,357 | |||||||||
| Property and equipment, net | 255,732 | 219,729 | |||||||||
| Operating lease right-of-use assets | 100,618 | 111,886 | |||||||||
| Goodwill | 209,027 | 209,897 | |||||||||
| Intangible assets, net | 60,209 | 75,102 | |||||||||
| Restricted cash | 30,581 | 30,577 | |||||||||
| Other non-current assets | 69,221 | 72,266 | |||||||||
| Total assets | $ | 916,543 | $ | 968,814 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current maturities of long-term debt | $ | 23,737 | $ | 19,039 | |||||||
| Accounts payable | 18,946 | 20,443 | |||||||||
| Accrued expenses | 88,145 | 104,010 | |||||||||
| Deferred revenue, current | 595,206 | 738,852 | |||||||||
| Other current liabilities | 28,495 | 25,212 | |||||||||
| Total current liabilities | 754,529 | 907,556 | |||||||||
| Long-term debt, net | 683,980 | 316,358 | |||||||||
| Operating lease liabilities, non-current | 107,352 | 121,067 | |||||||||
| Other non-current liabilities | 7,864 | 15,934 | |||||||||
| Total liabilities | 1,553,725 | 1,360,915 | |||||||||
| Equity: | |||||||||||
Common Stock, $0.0001 par value; 75,000,000 authorized; 36,441,397 and 36,179,503 issued and 36,333,702 and 36,100,887 shares outstanding as of September 30, 2026 and December 31, 2025, respectively | 4 | 4 | |||||||||
| Additional paid-in capital | 2,056,683 | 2,020,476 | |||||||||
| Accumulated deficit | (2,676,761) | (2,397,112) | |||||||||
| Accumulated other comprehensive loss | (6,987) | (5,633) | |||||||||
Treasury stock, at cost, 107,695 and 78,616 shares, respectively | (10,121) | (9,836) | |||||||||
| Total Wheels Up Experience Inc. stockholders’ equity | (637,182) | (392,101) | |||||||||
| Non-controlling interests | — | — | |||||||||
| Total equity | (637,182) | (392,101) | |||||||||
| Total liabilities and equity | $ | 916,543 | $ | 968,814 | |||||||
8
WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | (279,649) | $ | (265,342) | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | 36,505 | 47,626 | |||||||||
| Equity-based compensation | 36,207 | 33,455 | |||||||||
| Payment-in-kind interest | 96,208 | 40,289 | |||||||||
| Amortization of deferred financing costs and debt discount | 37,121 | 10,698 | |||||||||
| Impairment on legacy fleet retirement | 12,736 | — | |||||||||
| Gain on sale of aircraft held for sale | (6,772) | (14,854) | |||||||||
| Reserve for excess and obsolete inventory | 4,214 | — | |||||||||
| Loss (gain) on disposal of assets, net | 4,276 | (3,076) | |||||||||
| Impairment of right-of-use assets | — | 20,218 | |||||||||
| Gain (loss) on divestiture | 507 | (1,833) | |||||||||
| Other | 4,806 | 3,131 | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | (7,194) | (5,481) | |||||||||
| Parts and supplies inventories | 5,315 | (730) | |||||||||
| Prepaid expenses | 7,813 | 1,314 | |||||||||
| Other non-current assets | 2,965 | 7,173 | |||||||||
| Accounts payable | (1,217) | 1,103 | |||||||||
| Accrued expenses | (16,096) | 9,771 | |||||||||
| Deferred revenue | (145,840) | (40,634) | |||||||||
| Other assets and liabilities | (250) | 9,246 | |||||||||
| Net cash used in operating activities | (208,345) | (147,926) | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment | (169,182) | (53,740) | |||||||||
| Capitalized software development costs | (4,938) | (9,144) | |||||||||
| Proceeds from sale of divested business, net | (204) | 20,689 | |||||||||
| Proceeds from sale of aircraft held for sale, net | 62,633 | 84,429 | |||||||||
| Other | — | 1,150 | |||||||||
| Net cash (used in) provided by investing activities | (111,691) | 43,384 | |||||||||
| Cash flows from financing activities: | |||||||||||
| Purchase of shares for treasury | (284) | (1,090) | |||||||||
| Proceeds from sales of shares of Common Stock | — | 47,597 | |||||||||
| Proceeds from long-term debt | 401,849 | 33,906 | |||||||||
| Repayments of long-term debt | (159,735) | (68,997) | |||||||||
| Payment of debt issuance costs | (3,124) | (40) | |||||||||
| Net cash provided by financing activities | 238,706 | 11,376 | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (781) | 2,476 | |||||||||
| Net decrease in cash, cash equivalents and restricted cash | (82,111) | (90,690) | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 164,503 | 246,468 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 82,392 | $ | 155,778 | |||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid for interest | $ | 9,867 | $ | 14,629 | |||||||
9
Definitions of 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. 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.
10
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, among others, assessing operating performance, for strategic internal planning, annual budgeting, allocating resources and making operating decisions, for bonus program target achievement determinations and as performance metrics for certain equity incentive compensation awards, and as 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. (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 nine months ended September 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 amended reconciliations furnished as Exhibit 99.1 to our Current Report on Form 8-K/A filed with the SEC on October 9, 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.
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.
11
Reconciliations of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDAR
The following table reconciles each of Adjusted EBITDA and Adjusted EBITDAR to Net loss, which is the most directly comparable GAAP measure (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss | $ | (89,442) | $ | (83,730) | $ | (279,649) | $ | (265,342) | |||||||||||||||
| Add back (deduct): | |||||||||||||||||||||||
| Interest expense | 39,133 | 23,510 | 97,390 | 65,474 | |||||||||||||||||||
| Interest income | (322) | (631) | (1,130) | (2,615) | |||||||||||||||||||
| Income tax (benefit) expense | 204 | 1,332 | 594 | 2,369 | |||||||||||||||||||
| Other expense (income), net | 81 | (4) | 153 | 165 | |||||||||||||||||||
| Depreciation and amortization | 12,671 | 13,926 | 36,505 | 47,626 | |||||||||||||||||||
| Change in fair value of warrant liability | (20) | — | (20) | — | |||||||||||||||||||
| (Gain) loss on divestiture | — | (1,833) | 507 | (1,833) | |||||||||||||||||||
| Impairment on legacy fleet retirement | — | — | 12,736 | — | |||||||||||||||||||
| Gain on sale of aircraft held for sale | (292) | (3,737) | (3,390) | (12,491) | |||||||||||||||||||
| Loss on extinguishment of debt | 57 | 19 | 99 | 79 | |||||||||||||||||||
| Loss (gain) on disposal of assets, net | (478) | (480) | 4,194 | (3,749) | |||||||||||||||||||
| Equity-based compensation expense | 12,276 | 12,499 | 36,207 | 33,455 | |||||||||||||||||||
Integration and transformation expense(1) | 1,139 | 2,866 | 1,819 | 4,232 | |||||||||||||||||||
Fleet modernization expense(2) | — | 8,697 | — | 21,816 | |||||||||||||||||||
Legacy fleet retirement(3) | 5,385 | — | 16,460 | — | |||||||||||||||||||
Other(4) | 726 | 624 | 1,927 | 21,991 | |||||||||||||||||||
Adjusted EBITDA(5) | $ | (18,882) | $ | (26,942) | $ | (75,598) | $ | (88,823) | |||||||||||||||
Aircraft lease costs(6) | 5,680 | 3,573 | 21,670 | 12,849 | |||||||||||||||||||
Adjusted EBITDAR(5) | $ | (13,202) | $ | (23,369) | $ | (53,928) | $ | (75,974) | |||||||||||||||
(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 nine months ended September 30, 2026, primarily consists of ongoing lease costs for our former New York City corporate office space, which we vacated during the first quarter of 2025. For the nine months ended September 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 September 30, 2025, were $(23.2) million and $(19.7) million, respectively, and for the nine months ended September 30, 2025, were $(76.4) million and $(63.6) million, respectively.
(6)Aircraft lease costs are reflected in Cost of revenue on the condensed consolidated statement of operations for the applicable period.
Refer to “Supplemental Expense Information” below, for further information.
12
Adjusted Contribution and Adjusted Contribution Margin
The following table reconciles Adjusted Contribution to Gross profit (loss), which is the most directly comparable GAAP measure (in thousands, except percentages):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | 164,787 | $ | 185,486 | $ | 515,708 | $ | 552,653 | |||||||||||||||
| Less: Cost of revenue | (136,951) | (172,878) | (456,461) | (505,257) | |||||||||||||||||||
| Less: Depreciation and amortization | (12,671) | (13,926) | (36,505) | (47,626) | |||||||||||||||||||
Gross profit (loss) | 15,165 | (1,318) | 22,742 | (230) | |||||||||||||||||||
| Gross margin | 9.2% | (0.7)% | 4.4% | —% | |||||||||||||||||||
| Add back (deduct): | |||||||||||||||||||||||
| Depreciation and amortization | 12,671 | 13,926 | 36,505 | 47,626 | |||||||||||||||||||
| Equity-based compensation expense in Cost of revenue | 64 | 24 | 174 | 202 | |||||||||||||||||||
Integration and transformation expense in Cost of revenue(1) | — | 2,523 | 15 | 2,886 | |||||||||||||||||||
Fleet modernization expense in Cost of revenue(2) | — | 8,681 | — | 19,463 | |||||||||||||||||||
Legacy fleet retirement-related expenses in Cost of revenue(3) | (861) | — | 4,922 | — | |||||||||||||||||||
Other in Cost of revenue(4) | — | (336) | — | (936) | |||||||||||||||||||
| Adjusted Contribution | $ | 27,039 | $ | 23,500 | $ | 64,358 | $ | 69,011 | |||||||||||||||
| Adjusted Contribution Margin | 16.4% | 12.7% | 12.5% | 12.5% | |||||||||||||||||||
(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.
13
Supplemental Revenue Information
| Three Months Ended September 30, | Change in | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Memberships | $ | 3,970 | $ | 6,313 | $ | (2,343) | (37) | % | |||||||||||||||
| Flights, net of discounts and incentives | 143,898 | 155,169 | (11,271) | (7) | % | ||||||||||||||||||
Other | 16,919 | 24,004 | (7,085) | (30) | % | ||||||||||||||||||
Total Revenue | $ | 164,787 | $ | 185,486 | $ | (20,699) | (11) | % | |||||||||||||||
| Nine Months Ended September 30, | Change in | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Memberships | $ | 15,399 | $ | 22,976 | $ | (7,577) | (33) | % | |||||||||||||||
| Flights, net of discounts and incentives | 445,145 | 461,067 | (15,922) | (3) | % | ||||||||||||||||||
Other | 55,164 | 68,610 | (13,446) | (20) | % | ||||||||||||||||||
Total Revenue | $ | 515,708 | $ | 552,653 | $ | (36,945) | (7) | % | |||||||||||||||
Supplemental Expense Information
| (In thousands) | Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||||
| Cost of revenue | Technology and development | Sales and marketing | General and administrative | Total | |||||||||||||||||||||||||
| Equity-based compensation expense | $ | 64 | $ | 115 | $ | 441 | $ | 11,656 | $ | 12,276 | |||||||||||||||||||
| Integration and transformation expense | — | — | — | 1,139 | 1,139 | ||||||||||||||||||||||||
| Legacy fleet retirement | (861) | — | — | 6,246 | 5,385 | ||||||||||||||||||||||||
| Other | — | — | — | 726 | 726 | ||||||||||||||||||||||||
| (In thousands) | Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||
| Cost of revenue | Technology and development | Sales and marketing | General and administrative | Total | |||||||||||||||||||||||||
| Equity-based compensation expense | $ | 174 | $ | 579 | $ | 1,008 | $ | 34,446 | $ | 36,207 | |||||||||||||||||||
| Integration and transformation expense | 15 | 32 | 429 | 1,343 | 1,819 | ||||||||||||||||||||||||
| Legacy fleet retirement | 4,922 | — | — | 11,538 | 16,460 | ||||||||||||||||||||||||
| Other | — | — | — | 1,927 | 1,927 | ||||||||||||||||||||||||
14
| (In thousands) | Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||
| Cost of revenue | Technology and development | Sales and marketing | General and administrative | Total | |||||||||||||||||||||||||
| Equity-based compensation expense | $ | 24 | $ | 406 | $ | 290 | $ | 11,779 | $ | 12,499 | |||||||||||||||||||
| Integration and transformation expense | 2,523 | — | — | 343 | 2,866 | ||||||||||||||||||||||||
| Fleet modernization expense | 8,681 | — | — | 16 | 8,697 | ||||||||||||||||||||||||
| Other | (336) | — | — | 960 | 624 | ||||||||||||||||||||||||
| (In thousands) | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||
| Cost of revenue | Technology and development | Sales and marketing | General and administrative | Total | |||||||||||||||||||||||||
| Equity-based compensation expense | $ | 202 | $ | 1,170 | $ | 790 | $ | 31,293 | $ | 33,455 | |||||||||||||||||||
| Integration and transformation expense | 2,886 | — | 500 | 846 | 4,232 | ||||||||||||||||||||||||
| Fleet modernization expense | 19,463 | — | 72 | 2,281 | 21,816 | ||||||||||||||||||||||||
| Other | (936) | — | — | 22,927 | 21,991 | ||||||||||||||||||||||||
15
Q3 2026 Investor Letter Q3 2026 Investor Letter Exhibit 99.2
2 Q3 2026 Letter to Our Investors Dear Investor, The third quarter marked our first full quarter operating under a simpler, more focused business model. In the first half of 2026, we sunset legacy membership products and fleet operations while also unifying sales and service under the Wheels Up brand. These actions shed unprofitable activities, strengthened execution and sharpened our focus on the customers, products and flying opportunities we believe drive the greatest long-term value. As we move beyond the most significant elements of our transformation, the underlying strength and potential of the business we are building is becoming increasingly visible. The third quarter offered encouraging signs that our strategy is gaining traction. Key highlights include: • Surpassed 1,500 Wheels Up Signature members in the first year since launch, exceeding the number of remaining legacy memberships for the first time. This includes successful renewal and conversion of 1,000 legacy members to the Signature program while attracting 500 new members, the largest cohort of which were former Wheels Up members returning to the program. • Demand for our fully transitioned premium fleet continued to grow, with Phenom and Challenger revenue increasing by 120% year-over-year, supported by improved utilization and ongoing investment in fleet consistency, including achieving 100% installed high-speed satellite Wi-Fi. For more detailed information on Wheels Up’s financial and operating results for the third quarter ended September 30, 2026, please visit https://investors.wheelsup.com. In addition, please see “Definitions of Non-GAAP Financial Measures,” “Reconciliations of Non-GAAP Financial Measures” and “Definitions of Key Operating Metrics” at the end of this Investor Letter for more information about measures described herein • Revenue from premium fleets also represented a majority of our private jet flight revenue mix for the first time since launching our Signature membership program just one year ago. • In support of our 2027 growth plans, we announced a landmark order for six factory-new Phenom 300E aircraft from Embraer, expected to be delivered in the third and fourth quarters of 2027, which will add to our growing fleet and help ensure planned capacity keeps pace with strong customer demand signals. • Delivered improvement across all key operational metrics, including Completion Rate, On-time Performance, extended delays and Net Promoter Score, while achieving 163 Brand Days (zero cancellations) year to date through September. • Ranked sixth among U.S. airlines in the 2026 Condé Nast Traveler’s Readers' Choice Awards. • Launched The Right Way to Fly, a refreshed brand campaign that reflects the reliability, service and premium experience delivered through Wheels Up’s customer-centric business model. • Continued to deepen our partnership with Delta Air Lines, underscored by an additional financing commitment intended to accelerate the impact of our business transformation.
Signature 1 3 GAAP Revenue declined by 11% year-over-year, approximately 3% of which was attributable to the disposition of non-core services businesses in the third quarter of 2025. Growth in Wheels Up’s Signature fleet revenue largely offset planned reductions from winding down our legacy membership program while lower on-demand charter revenue was driven by declines in cargo and group charter. Third Quarter Performance $180 $184 $169 $182 $165 3Q25 4Q25 1Q26 2Q26 3Q26 TOTAL REVENUE ($M) $185 Our Wheels Up Signature Membership program grew to more than 1,500 members during the quarter, increasing by 130% year to date, while legacy memberships declined by 62%. As the Signature program has annualized and members are reaching their renewal dates, we are seeing retention rates 20-30 percentage points higher than historical legacy member retention. Importantly, many of the new customers joining the Signature program are returning to Wheels Up due largely to our upgraded premium fleet and greatly improved operational performance. Signature member block deposits grew 75% year- over-year, with the absence of legacy block sales that sunset in the first quarter of 2026 being the primary contributor of lower overall membership fund sales year to date. The third quarter also saw quarterly Signature membership fund sales surpass $100 million for the first time in 2026, with additional momentum expected in fourth quarter – historically our strongest block sales quarter of the year. 3Q25 includes approximately $6M in revenue associated with non-core services business, divested in mid-August $59 $104 3Q25 3Q26 SIGNATURE BLOCK DEPOSITS 3,042 2,269 1,811 1,278 807 8 600 862 1,205 1,542 3Q25 4Q25 1Q26 2Q26 3Q26 MEMBERSHIP TRANSITION Legacy i ature 1 Reflects Wheels Up Signature members and Custom Enterprise Solutions accounts modeled after Wheels Up Signature Membership
4 Third quarter Private Jet Flight Revenue declined by 7% year-over-year, with 120% revenue growth on our expanding fleet of Phenoms and Challengers partially offsetting planned declines in legacy revenue as we wind-down our legacy programs. This represents an important inflection point in our business transformation as Signature fleet revenue represented a majority of our private jet flight revenue mix for the quarter, just one year after launch of the Signature membership program. 22% 26% 31% 40% 51% 78% 74% 69% 60% 49% $155 $162 $144 $158 $144 3Q25 4Q25 1Q26 2Q26 3Q26 PRIVATE JET FLIGHT REVENUE ($M) BY FLEET TYPE Signature Other TTl Landmark New Jet Order is Next Step in Fleet Transformation With fleet modernization completed approximately 18 months ahead of schedule, the early benefits of investing in these assets are starting to materialize, including a 31% year-over-year improvement in Utility for the third quarter. Notably, the Phenom fleet achieved its highest performance of the year at nearly 57 Utility hours for the quarter as aircraft return to service following brand standard refurbishment investments in paint, cabin modifications and satellite Wi-Fi that help to ensure a consistent, premium customer experience. With much of our fleet now brand ready, we see the transitory headwinds of our fleet modernization program abating as we close the year. To meet the expected growth in customer demand, we plan to increase our fleet size by 20-30% in 2027. We are taking an opportunistic approach to achieve that ambitious fleet growth target, pursuing the best available aircraft across both the new and pre-owned markets. As part of this strategy, we announced that we have placed our first-ever direct order of factory-new aircraft from Embraer, building on our long-standing relationship, for six Phenom 300E premium jets. These aircraft will be delivered brand ready with satellite Wi-Fi installed, expected in the third and fourth quarters of 2027. 43.1 41.5 38.2 50.6 56.3 3Q25 4Q25 1Q26 2Q26 3Q26 ACTIVE FLEET UTILITY 19 21 29 29 5 9 14 15 24 30 43 44 50-60 3Q25 YE25 3Q26 YE26 Estimate YE27 Estimate SCALING PREMIUM FLEETS Phenom Challenger “This agreement marks an important milestone in our relationship with Wheels Up and reflects the work and planning that began in 2024 to bring new Phenom 300E aircraft into their fleet," said Michael Amalfitano, President & CEO of Embraer Executive Jets.
5 Metric 3Q 2025 3Q 2026 vs. Prior Year % YoY Growth Brand Days 25 61 +36 +144% % of days 27% 67% Completion Rate 98.5% 99.3% +0.8 pts 68% fewer cancellations On-Time Performance (A-30) 82.7% 86.4% +3.7 pts 46% fewer delays 3+ Hour Delay Rate 1.9% 1.3% -0.6 pts 53% fewer 3+ hour delays Raising the Bar on Operational Excellence Our recent fleet investments have combined with ongoing operational execution to deliver measurable improvements in reliability, consistency and customer satisfaction. Through September, Wheels Up achieved 163 Brand Days (days with zero operational cancellations), surpassing our full-year objective while continuing to improve performance across all key operating metrics. • During the third quarter, Wheels Up achieved a Completion Rate of 99.3% which equates to 68% fewer cancellations vs. the same time period last year. • On-Time Performance (A-30, or arrival within 30 minutes of the scheduled time) reached 86%, improving nearly 4 points year-over-year and reducing delayed flights by almost 50%. • Delays of three or more hours occurred on ~1% of trips in the third quarter – down 53% from a year ago – reflecting the operational reliability that protects the customer experience and allows customers to make plans with confidence. • In addition to the Brand Day metric, Wheels Up has begun tracking days without any cancellations or delays of three or more hours, achieving 69 such days thus far in 2026. Expanding our Strong Partnership with Delta Our partnership with Delta continues to deliver tangible commercial results, most visibly in the corporate channel. Corporate bookings grew by 38% year-over-year amongst active members across our private jet and charter offerings combined. Building a more balanced corporate and leisure customer base supports better fleet utilization as demand patterns smooth across days of week and seasonal peaks. Subsequent to the end of the quarter, we entered into an additional $100 million revolving credit facility provided by Delta. Delta's pivotal role in providing financial support and continuing to invest in our commercial partnership reflects the strategic nature of our enterprise relationship, helping to accelerate the impact of our premium fleet and membership product transition.
6 Our third quarter results reflect continued progress toward a more efficient and financially sustainable business. With fleet transformation complete and Signature membership revenue now accounting for a majority of our private jet flight revenue mix, we are beginning to realize the benefits of a more favorable product mix, stronger fleet economics and improved operational performance. While temporary transition-related costs continue to affect reported results, the underlying trends in our premium fleet and membership business reinforce our confidence in the long-term earnings potential of Wheels Up. Building the Foundation for Sustained Profitability GAAP Net Loss was $89 million in the third quarter, compared to $84 million in the prior year period. The year-over-year increase in Net Loss was primarily attributable to temporary inefficiencies associated with the legacy fleet retirements as well as higher interest expense as we continued investing in our premium fleet and utilized financing to solidify the impact of our transformation strategy. Adjusted EBITDAR loss of $13 million during the quarter improved by $10 million versus the prior- year period, or 44% year-over-year, driven primarily by the increasing contribution from our Signature membership platform and premium fleet economics. We are beginning to realize the benefits of a more favorable revenue mix and stronger unit economics as Signature adoption continues to accelerate and remaining legacy memberships convert or expire. Adjusted Contribution Margin expanded by nearly 4 points to 16.4% for the quarter, showing continued improvement amidst continued pressure from transitory inefficiencies associated with the final stages of our business transformation. Importantly, year-over-year margin growth is being achieved despite ongoing transitory headwinds associated with exiting our legacy fleets and program while scaling our premium fleets. ($84) ($29) ($83) ($107) ($89) 3Q25 4Q25 1Q26 2Q26 3Q26 NET LOSS ($M) ($23) ($2) ($21) ($20) ($13) 3Q25 4Q25 1Q26 2Q26 3Q26 ADJUSTED EBITDAR ($M) 12.7% 19.0% 8.7% 12.4% 16.4% 3Q25 4Q25 1Q26 2Q26 3Q26 ADJUSTED CONTRIBUTION MARGIN Estimated impact of transitory inefficiencies and sale of non-core services businesses in 2025 ~4 pts ~3.5 pts ~5 pts ~6 pts ~3 pts
7 Reintroducing the Wheels Up Brand Wheels Up continues to transform its business, and we are now focused on ensuring our market positioning reflects the company we are today. Our new brand declaration and “The Right Way” campaign bring that transformation to life, highlighting a differentiated value proposition built around access, flexibility, ease and attention to detail. We are reinforcing that positioning through targeted experiences and partnerships, including Monterey Car Week and Fraser Yachts, as well as third-party recognition from the 2026 Condé Nast Traveler Readers’ Choice Awards. Together, these initiatives are designed to increase brand consideration, deepen customer relationships and support long-term growth.
8 Looking Ahead to 2027 As we look to 2027, our focus is responsible, profitable growth: with a strong market proposition that allows us to win and retain our highest-value customers, a growing fleet that is turning scale into higher utilization and margin, and a simplified business that can move faster. These priorities reinforce one another and create a commercial flywheel built on a stronger foundation: a growing Signature membership platform, a modernized premium fleet, and a more customer preferred offering supported by a sales and service organization focused on delivering the very best customer experience, every time. None of this progress would be possible without the whole Wheels Up team. To every member of our team, thank you for your extraordinary contributions this year. To our customers, thank you for entrusting us with your travel. And to our investors, thank you for your continued support as we work to realize the full potential of our company. Wheels Up – George November 5, 2026 ******************************
About Wheels Up Wheels Up is a leading global provider of on-demand private aviation with a large, diverse fleet and a network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs as well as 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 investor letter contains certain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements provide current expectations of future circumstances or events based on certain assumptions and include any statement, projection or forecast that does not directly relate to any historical or current fact. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the control of Wheels Up Experience Inc. (“Wheels Up”, “we”, “us”, “our” or the “Company”), that could cause actual results to differ materially from the results discussed in the forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding: (i) Wheels Up’s growth plans, market conditions in the private aviation industry and the anticipated success of Wheels Up’s sales efforts and service offerings, including its membership program and charter solutions; (ii) Wheels Up’s ongoing business transformation, including its efforts to scale its premium aircraft fleet, dispose of retired legacy aircraft and implement operational efficiency and cost control initiatives, and its ability to execute such transformation on the timeline that it currently anticipates and realize the anticipated commercial, financial and operational benefits during and after the expected period of transition; (iii) the potential benefits or impacts to Wheels Up from strategic actions, including, among others, acquisitions and divestitures, new debt or equity financings, refinancings of existing debt and commercial arrangements; (iv) aircraft that Wheels Up is under contract to acquire or expects to acquire in the future, including its ability to consummate such acquisitions on the timeline it currently expects and fund the purchase price for such aircraft using available cash on-hand or other sources of available liquidity, including current or future debt financings, and the anticipated future business, financial and operational benefits to Wheels Up due to the acquisition of such aircraft; (v) Wheels Up’s ability to achieve its financial goals on the most recent schedule that it has announced; (vi) Wheels Up’s future liquidity, working capital levels, cash flows, debt and capital resources, and its ability to perform under its contractual and debt obligations in the future; and (vii) the impacts of general economic and geopolitical conditions on Wheels Up’s business and the aviation industry, including due to, among others, changes in interest rates, inflation, foreign currencies, taxes, tariffs and trade policies, domestic and foreign hostilities, government shutdowns or funding changes, and other factors that influence consumer and business spending decisions or cost dynamics. 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 a statement is not forward-looking. We have identified certain known material risk factors applicable to Wheels Up 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 three months ended June 30, 2026 filed with the SEC on August 5, 2026 and in our other filings with the SEC. It is not always possible for us to predict how new risks and uncertainties that arise from time to time may affect us. 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, we do not intend to update any of these forward-looking statements after the date of this investor letter.
Use of Non-GAAP Financial Measures This investor letter includes certain non-GAAP financial measures, such as Adjusted EBITDA, Adjusted EBITDAR, Adjusted Contribution and Adjusted Contribution Margin. 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 “Reconciliations of Non- GAAP Financial Measures,” respectively, in this investor letter. Wheels Up believes 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, Wheels Up’s 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. In addition, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP financial measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. 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, among others, assessing operating performance, for strategic internal planning, annual budgeting, allocating resources and making operating decisions, for bonus program target achievement determinations and as performance metrics for certain equity incentive compensation awards, and as 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. (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 nine months ended September 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 amended reconciliations furnished as Exhibit 99.1 to our Current Report on Form 8-K/A filed with the SEC on October 9, 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.
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. Reconciliations of Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDAR The following table reconciles each of Adjusted EBITDA and Adjusted EBITDAR to Net loss, which is the most directly comparable GAAP measure (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 Net loss .................................................................. $ (89,442) $ (83,730) $ (279,649) $ (265,342) Add back (deduct): Interest expense .................................................... 39,133 23,510 97,390 65,474 Interest income ...................................................... (322) (631) (1,130) (2,615) Income tax (benefit) expense .............................. 204 1,332 594 2,369 Other expense (income), net ............................... 81 (4) 153 165 Depreciation and amortization ............................ 12,671 13,926 36,505 47,626 Change in fair value of warrant liability .............. (20) — (20) — (Gain) loss on divestiture ..................................... — (1,833) 507 (1,833) Impairment on legacy fleet retirement ................ — — 12,736 — Gain on sale of aircraft held for sale .................. (292) (3,737) (3,390) (12,491) Loss on extinguishment of debt .......................... 57 19 99 79 Loss (gain) on disposal of assets, net ................ (478) (480) 4,194 (3,749) Equity-based compensation expense ................ 12,276 12,499 36,207 33,455 Integration and transformation expense(1) ......... 1,139 2,866 1,819 4,232 Fleet modernization expense(2) ........................... — 8,697 — 21,816 Legacy fleet retirement(3) ...................................... 5,385 — 16,460 — Other(4) .................................................................... 726 624 1,927 21,991 Adjusted EBITDA(5) ............................................. $ (18,882) $ (26,942) $ (75,598) $ (88,823) Aircraft lease costs(6) ............................................. 5,680 3,573 21,670 12,849 Adjusted EBITDAR(5) .......................................... $ (13,202) $ (23,369) $ (53,928) $ (75,974) __________________ (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 nine months ended September 30, 2026, primarily consists of ongoing lease costs for our former New York City corporate office space, which we vacated during the first quarter of 2025. For the nine months ended September 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 September 30, 2025, were $(23.2) million and $(19.7) million, respectively, and for the nine months ended September 30, 2025, were $(76.4) million and $(63.6) 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 The following table reconciles Adjusted Contribution to Gross profit (loss), which is the most directly comparable GAAP measure (in thousands, except percentages): Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 Revenue ...................................................................................... $ 164,787 $ 185,486 $ 515,708 $ 552,653 Less: Cost of revenue ............................................................... (136,951) (172,878) (456,461) (505,257) Less: Depreciation and amortization ...................................... (12,671) (13,926) (36,505) (47,626) Gross profit (loss) ................................................................... 15,165 (1,318) 22,742 (230) Gross margin ............................................................................ 9.2 % (0.7) % 4.4 % — % Add back (deduct): Depreciation and amortization ................................................. 12,671 13,926 36,505 47,626 Equity-based compensation expense in Cost of revenue ... 64 24 174 202 Integration and transformation expense in Cost of revenue(1) .................................................................................... — 2,523 15 2,886 Fleet modernization expense in Cost of revenue(2) .............. — 8,681 — 19,463 Legacy fleet retirement-related expenses in Cost of revenue(3) ................................................................................... (861) — 4,922 — Other in Cost of revenue(4) ....................................................... — (336) — (936) Adjusted Contribution ............................................................ $ 27,039 $ 23,500 $ 64,358 $ 69,011 Adjusted Contribution Margin ............................................. 16.4 % 12.7 % 12.5 % 12.5 % __________________ (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: Three Months Ended September 30, (in thousands, except Live Flight Legs, Private Jet Gross Bookings per Live Flight Leg, Utility and percentages) 2026 2025 % Change Total Gross Bookings .................................................. $ 225,417 $ 266,627 (15) % Private Jet Gross Bookings ....................................... $ 178,361 $ 209,695 (15) % Live Flight Legs ........................................................... 7,774 11,593 (33) % Private Jet Gross Bookings per Live Flight Leg ..... $ 22,943 $ 18,088 27 % Utility(1) .......................................................................... 56.3 43.1 31 % Completion Rate .......................................................... 99.3 % 98.5 % 1 pp On-Time Performance (A-30) .................................... 86.4 % 82.7 % 4 pp On-Time Performance (D-60) .................................... 94.9 % 89.0 % 6 pp 3+ Hour Delay Rate .................................................... 1.3 % 2.1 % (1) pp Nine Months Ended September 30, 2026 2025 % Change Total Gross Bookings .................................................. $ 734,408 $ 770,477 (5) % Private Jet Gross Bookings ....................................... $ 562,210 $ 623,314 (10) % Live Flight Legs ........................................................... 24,216 34,459 (30) % Private Jet Gross Bookings per Live Flight Leg ..... $ 23,216 $ 18,089 28 % __________________ (1) For the three months ended September 30, 2026, Utility for the Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft in our controlled fleet were 55.8 and 66.9 hours, respectively. For the three months ended September 30, 2025, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 55.7, 52.6 and 39.5 hours, respectively. We retired our legacy fleets from revenue service in April 2026.
Definitions of Key Operating Metrics 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.
Exhibit 99.3
Wheels Up to Further Expand Premium Fleet with Order of
Six Factory-New Embraer Phenom 300E Jets
First-ever direct purchase of new aircraft from Embraer to further scale Wheels Up’s modernized fleet of Phenom and Challenger aircraft, supporting disciplined growth in its Signature membership program and continued investment in the customer experience
ATLANTA, Nov. 5, 2026 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP) today announced it has signed a definitive agreement with Embraer (NYSE: EMBJ) to purchase six factory-new Phenom 300E premium jets for delivery in the second half of 2027. The agreement builds on a longstanding relationship between Wheels Up and Embraer and follows nearly three years of discussions regarding the acquisition of new aircraft. The direct purchase from Embraer is expected to further expand Wheels Up’s fully modernized fleet and support the company’s growth in anticipated customer demand.
The Phenom 300 series premium light jet, a core platform within Wheels Up’s modernized jet fleet, has been the world’s best-selling light jet for more than a decade, offering industry-leading operational performance, reliability, range and cabin comfort. The six newly purchased Phenom 300E aircraft will join the 29 Phenom 300/300E jets and 15 Bombardier Challenger 300 series aircraft that currently comprise Wheels Up’s premium controlled fleet. The aircraft will arrive with satellite Wi-Fi already installed, matching Wheels Up’s Phenom and Challenger fleets, which are 100% satellite Wi-Fi-equipped.
“Having completed our fleet modernization program earlier this year, over 18 months ahead of schedule, we have seen strong growth in demand for our Signature membership offering, supported by our best-in-class fleet of Phenom and Challenger aircraft. We have welcomed more than 1,500 Signature members to the program in its first year since launch,” said George Mattson, Chief Executive Officer of Wheels Up. "Embraer has been a valued partner to Wheels Up for years, and this agreement marks an important next chapter in that relationship. The decision to acquire factory-new Phenom 300Es reflects the strong demand trends we are seeing in our business and our commitment to investing in a consistent, premium experience for our customers.”
Over the past three years, Wheels Up has fundamentally reshaped its business, streamlining and modernizing its fleet, improving operational reliability, unifying its global sales and service teams, and strengthening its first-of-its-kind strategic partnership with Delta Air Lines. With these changes in place, Wheels Up is focused on scaling its premium offering while maintaining the operational and financial discipline necessary to support sustainable, profitable growth.
“This agreement marks an important milestone in our relationship with Wheels Up and reflects the work and planning that began in 2024 to bring new Phenom 300E aircraft into their fleet," said Michael Amalfitano, President & CEO of Embraer Executive Jets. "We are proud that this first agreement brings the world’s best-selling, most delivered light jet to more Wheels Up customers. We look forward to supporting the growth in their modernized fleet and delivering an exceptional experience through the Phenom 300E’s industry-leading performance, technology, comfort, and operational capabilities.”
About Wheels Up
Wheels Up is a leading global provider of on-demand private aviation with a large, diverse fleet and a network of safety-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 Wheels Up Experience Inc. (“Wheels Up”, “our”, “us”, “we” or the “Company”). These forward-looking statements include, but are not limited to, statements regarding: (i) the Company’s plans and ability to acquire the new Embraer Phenom 300E aircraft described herein (the “New Phenoms”) pursuant to the terms and conditions of the Purchase Agreement entered into with Embraer Executive Aircraft, Inc., the expected delivery timeline, cost and financing plans to acquire such aircraft, and the anticipated future business, financial and operational benefits to the Company from any acquisition of the New Phenoms; and (ii) the Company’s fleet strategy, future member and customer demand for flight services, operating performance, and business, financial and growth plans. 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. The Company has identified certain known material risk factors applicable to the Company under Part I, Item 1A “Risk Factors” in the Company’s 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 the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2026 filed with the SEC on August 5, 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
ir@wheelsup.com
Media:
press@wheelsup.com
press@wheelsup.com
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Filing Exhibits & Attachments
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