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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): April 22, 2026
WHEELS UP EXPERIENCE INC. (Exact name of registrant as specified in its charter)
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| Delaware | 001-39541 | 98-1617611 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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2135 American Way | |
Chamblee, Georgia | 30341 |
| (Address of principal executive offices) | (Zip Code) |
(212) 257-5252
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| | ☐ | 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A common stock, $0.0001 par value per share | | UP | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirements of Timothy M. Armstrong & Daniel C. Janki from the Board
(b) On April 22, 2026 (the “Notice Date”), Timothy M. Armstrong notified the Board of Directors (the “Board”) of Wheels Up Experience Inc. (the “Company”) of his decision to retire from the Board, effective as of the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). Therefore, Mr. Armstrong will not stand for reelection to the Board at the 2026 Annual Meeting. In addition, on the Notice Date, Daniel C. Janki notified the Board of his decision to retire from the Board, effective as of the Notice Date. The decisions of Mr. Armstrong not to stand for reelection at the 2026 Annual Meeting and Mr. Janki to resign from the Board follow recent changes in their respective professional commitments and are not related to any disagreement with the Company or the Board regarding any matter related to the Company’s operations, policies or practices.
Appointment of Erik S. Snell to the Board
(d) To fill the vacancy on the Board following the resignation of Mr. Janki, on the Notice Date, the Board appointed Erik S. Snell to the Board as a Class I director, effective upon the resignation of Mr. Janki.
Mr. Snell, age 49, previously served as a member of the Board as a designee of Delta Air Lines, Inc. (“Delta”) from July 2021 to September 2023. He currently serves as Executive Vice President and Chief Financial Officer of Delta, a position he has held since April 2026. Mr. Snell joined Delta in 2005 in the Finance department and has held positions of increasing responsibility prior to his appointment as Chief Financial Officer, including as Executive Vice President - Chief Customer Experience Officer from January 2025 to April 2026, Senior Vice President - Airport Customer Service, Cargo Operations, Ground Support Equipment and Global Clean from June 2022 to December 2024, Senior Vice President - Operations & Customer Center, Operations Analytics, and Delta Connection from October 2020 to June 2022, Senior Vice President - Corporate Planning from March 2020 to October 2020, and Senior Vice President - Operations & Customer Center from September 2018 to March 2020. He also previously served as President of Delta Private Jets, LLC prior to its acquisition by the Company in January 2020. Prior to joining Delta, Mr. Snell worked in the investment management and financial planning industry in Atlanta. He earned a Bachelor of Arts degree from Elon University and MBA in Finance from Emory University.
Mr. Snell’s initial term as a Class I director will continue until the 2028 annual meeting of the Company’s stockholders and his successor is duly elected and qualified. Mr. Snell will not initially serve on any standing Board committees and is not expected to initially receive compensation from the Company for his service as a director. There are: no family relationships between Mr. Snell, on the one hand, and any other director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company, on the other hand; and no transactions between Mr. Snell, on the one hand, and the Company and its subsidiaries, on the other hand, that would require disclosure under Item 404(a) of Regulation S-K. Mr. Snell was appointed to the Board pursuant to the Investment and Investor Rights Agreement, dated as of September 20, 2023 (as amended by Amendment No. 1 thereto, dated as of November 15, 2023, as further amended by Amendment No. 2 thereto, dated as of September 22, 2024, as further amended by Amendment No. 3 thereto, dated as of September 21, 2025, and together with the several joinders thereto, the “Investor Rights Agreement”), by and among, inter alia, the Company and Delta, as a Delta Director (as defined in the Investor Rights Agreement), but he is not a party to such agreement in his individual capacity. Except as disclosed in the foregoing sentence, there are no arrangements or understandings between Mr. Snell, on the one hand, and any other person, on the other hand, pursuant to which he was appointed to the Board.
Item 7.01 Other Events.
On April 24, 2026, the Company issued a press release regarding the appointment of Mr. Snell to the Board and the Board’s intention to nominate Roger N. Farah for election to the Board at the 2026 Annual Meeting as an independent director to fill the Class II director seat currently occupied by Mr. Armstrong, which is expected to be disclosed in the Company’s forthcoming definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) to be filed with the U.S. Securities and Exchange Commission (“SEC”). A copy of such press release is
furnished as Exhibit 99.1 hereto and incorporated by reference in this Item 7.01 of this Current Report on Form 8-K (this “Current Report”).
The information in Item 7.01 of this Current Report and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Important Additional Information and Where to Find It
As referenced in Item 7.01 of this Current Report and in Exhibit 99.1 furnished herewith, the proposal related to the anticipated nomination of, among others, Mr. Farah for election to the Board at the 2026 Annual Meeting (the “Director Election Proposal”) will need to be voted upon by the Company’s stockholders at the 2026 Annual Meeting, and the Company intends to mail or otherwise make available the Definitive Proxy Statement relating to, among other things, the Director Election Proposal. This communication does not contain all the information that should be considered concerning the Director Election Proposal, and is not intended to form the basis of any voting decision, investment decision or any other decision in respect of the Director Election Proposal. THE COMPANY’S STOCKHOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT (WHEN IT BECOMES AVAILABLE) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE DIRECTOR ELECTION PROPOSAL, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE DIRECTOR ELECTION PROPOSAL AND OTHER PROPOSALS TO BE PRESENTED FOR VOTE AT THE 2026 ANNUAL MEETING. The Company’s stockholders will also be able to obtain copies of the Definitive Proxy Statement and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s Investor Relations website at https://investors.wheelsup.com/financials/sec-filings. The information on or available through websites linked in this paragraph is not deemed incorporated in, and does not form a part of, this Current Report.
Participants in the Solicitation
The Company and its directors, officers and employees may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the matters to be voted on at the 2026 Annual Meeting, including the Director Election Proposal. A list of the names of those directors, officers and employees and a description of their interests in the Company is contained in the Company’s filings with the SEC, including 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, which is available free of charge at the SEC’s website at www.sec.gov and the Company’s Investor Relations website at https://investors.wheelsup.com/financials/sec-filings. Additional information regarding the interests of such participants will be contained in the Definitive Proxy Statement for the matters to be voted on at the 2026 Annual Meeting, including the Director Election Proposal, when available. The information on or available through websites linked in this paragraph is not deemed incorporated in, and does not form a part of, this Current Report.
Cautionary Note Regarding Forward-Looking Statements
This Current Report and Exhibit 99.1 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 the expectations, hopes, beliefs, intentions or strategies of the Company regarding the future, including, without limitation: (i) the impact of changes or potential changes in the composition of the Board and the Company’s future plans, strategies and expectations, and (ii) the outcome of the vote on any stockholder voting proposal at the 2026 Annual Meeting, including the election of directors. The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company's Annual
Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 10, 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 Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit Number | | Description |
| 99.1 | | Press Release, dated April 24, 2026 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | WHEELS UP EXPERIENCE INC. |
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Date: April 24, 2026 | By: | /s/ George Mattson |
| | | Name: | George Mattson |
| | | Title: | Chief Executive Officer |
Wheels Up Announces Changes to Board of Directors
Delta CFO Erik Snell to Join the Board, Replacing Delta COO Dan Janki
Timothy Armstrong to Retire from the Board at the 2026 Annual Meeting of Stockholders and Roger Farah Expected to be Nominated for Election
ATLANTA, April 24, 2026 /PRNewswire/ – Wheels Up Experience Inc. (NYSE: UP) (“Wheels Up” or the “Company”) today announced that Erik Snell, Executive Vice President and Chief Financial Officer of Delta Air Lines, Inc. (“Delta”) has been appointed to the Company’s Board of Directors (the “Board”) as a Delta designee, replacing Dan Janki, Executive Vice President and Chief Operating Officer of Delta. Mr. Snell previously served on the Board from July 2021 to September 2023.
In addition, Timothy Armstrong, after serving two successive three-year terms as an independent director since Wheels Up became a publicly traded company, will not stand for reelection following his current term, which will end at the Company’s next annual meeting of stockholders in June (the “Annual Meeting”). The Company’s Board currently expects to nominate Roger Farah, a highly respected leader with more than four decades of experience across luxury, retail, and consumer brands, for election at the Annual Meeting to succeed Armstrong.
“I’m thrilled to welcome Erik back to the Wheels Up Board,” said George Mattson, Wheels Up’s Chief Executive Officer. “Erik’s appointment further underscores the continued strength of our strategic partnership with Delta Air Lines, and Delta’s commitment to supporting Wheels Up’s continued transformation and long-term growth. I would also like to thank Dan and Tim for their years of service and meaningful contributions to Wheels Up. Their leadership and guidance have been instrumental during a period of significant transformation of our business.”
Prior to being named Chief Financial Officer of Delta, Snell held a number of senior leadership roles across the organization, including Executive Vice President – Chief Customer Experience Officer. He also previously served as President of Delta Private Jets prior to its acquisition by Wheels Up, as well as on the Wheels Up Board as a Delta designee from July 2021 to September 2023. Janki’s departure reflects his recent appointment as Delta’s Chief Operating Officer, prior to which he served as Delta’s Chief Financial Officer.
Farah, whose deep leadership experience includes roles as Chairman of the Board of Tiffany & Co., Co-Chief Executive Officer of Tory Burch, and President and Chief Operating Officer of Ralph Lauren, is expected to be nominated for election to the Board at the Annual Meeting to fill the Board seat currently occupied by Armstrong. Farah also served as a director of Aetna from 2007 until its merger with CVS Health in 2018 and expects to end his tenure as a director of CVS Health in May, where he previously served as Executive Chair of the Board and Independent Chair of the Board. He is also currently a director of The Progressive Corporation and brings decades of public company director experience to his new role on the Wheels Up board.
“Roger has extensive operating experience building and scaling premium brands that we believe will be invaluable as we continue to establish Wheels Up as a premium private aviation solutions platform, in addition to being a seasoned director with deep governance experience,” added Adam Zirkin, Chairman of the Board. “We look forward to benefiting from his strategic perspective as we continue to execute on our transformation plan.”
The Company anticipates filing a Current Report on Form 8-K and its definitive proxy statement on Schedule 14A for the Annual Meeting (the “Definitive Proxy Statement”) with the U.S. Securities and Exchange Commission (“SEC”) on April 24, 2026, substantially concurrently with the issuance of this press release, which are expected to contain, among other things, biographical information about Snell and Farah, and information about the Annual Meeting.
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.
Important Additional Information and Where to Find It
As referenced in this press release, the proposal related to the anticipated nomination of, among others, Mr. Farah for election to the Board of Wheels Up at the Annual Meeting (such proposal, the “Director Election Proposal”) will need to be voted upon by Wheels Up’s stockholders at the Annual Meeting, and Wheels Up intends to mail or otherwise make available a definitive proxy statement relating to, among other things, the Director Election Proposal. This communication does not contain all the information that should be considered concerning the Director Election Proposal, and is not intended to form the basis of any voting decision, investment decision or any other decision in respect of the Director Election Proposal. WHEELS UP’S STOCKHOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT (WHEN IT BECOMES AVAILABLE) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE DIRECTOR ELECTION PROPOSAL, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE DIRECTOR ELECTION PROPOSAL AND OTHER PROPOSALS TO BE PRESENTED FOR VOTE AT THE ANNUAL MEETING. Wheels Up’s stockholders will also be able to obtain copies of such definitive proxy statement and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov. Copies will also be available at no charge at Wheels Up’s Investor Relations website at https://investors.wheelsup.com/financials/sec-filings/default.
Participants in the Solicitation
Wheels Up and its directors, officers and employees may be deemed participants in the solicitation of proxies from Wheels Up’s stockholders with respect to the matters to be voted on at the Annual Meeting, including the Director Election Proposal. A list of the names of those directors, officers and employees and a description of their interests in Wheels Up is contained in Wheels Up’s filings with the SEC, including in Wheels Up's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 10, 2026, which is available free of charge at the SEC’s website at www.sec.gov and Wheels Up’s Investor Relations website at https://investors.wheelsup.com/financials/sec-filings/default. Additional information regarding the interests of such participants will be contained in the definitive proxy statement for the matters to be voted on at the Annual Meeting, including the Director Election Proposal, when available.
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. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of Wheels Up regarding the future, including, without limitation: (i) the impact of changes or potential changes in the composition of the Board and Wheels Up’s future plans, strategies and expectations; and (ii) the outcome of the vote on any stockholder voting proposal at the Annual Meeting, including the election of directors. The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Factors that could cause actual results to differ materially from those expressed or implied in forward-
looking statements can be found in Wheels Up's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 10, 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, Wheels Up does not intend to update any of these forward-looking statements after the date of this press release.
Contacts
Investors:
ir@wheelsup.com
Media:
press@wheelsup.com
