Welcome to our dedicated page for Wheels Up Experience SEC filings (Ticker: UP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. Securities and Exchange Commission filings for Wheels Up Experience Inc. (NYSE: UP), a provider of on-demand private aviation services. These documents offer detailed information on the company’s operations, capital structure, material agreements, and stock exchange compliance, and are updated in real time as new filings are posted to EDGAR.
For Wheels Up, Form 8-K filings are particularly important. Recent 8-Ks describe material definitive agreements such as an Aircraft Purchase Agreement supporting a sale-leaseback transaction for Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft, allowing the company to sell specified aircraft to a trustee and simultaneously enter into long-term operating leases. Other 8-Ks outline an at-the-market equity offering program with designated sales agents, amendments to an Investment and Investor Rights Agreement with lead and additional investors extending lock-up periods, and press releases announcing quarterly financial results.
Another key focus for UP investors is listing compliance. An 8-K dated December 17, 2025, reports that Wheels Up received a notice from the New York Stock Exchange that its average closing price per share over a consecutive 30 trading-day period fell below the $1.00 minimum required under Section 802.01C. The filing explains the six-month cure period, the conditions for regaining compliance, and the potential use of a reverse stock split within a stockholder-approved ratio range, subject to Board approval.
Through this filings page, users can review Forms 8-K and, where available, annual reports on Form 10-K, quarterly reports on Form 10-Q, and other registration statements and exhibits that detail Wheels Up’s financial condition, risk factors, financing arrangements, and governance. AI-powered summaries help explain complex sections, highlight key terms in material agreements, and surface notable items such as lock-up extensions, equity offerings, and listing-standard notices. Users can also monitor insider and significant shareholder activity when Forms 3, 4, or 5 are filed, gaining additional context on ownership and trading behavior related to UP.
Wheels Up Experience Inc. Chief People Officer Brian Joseph Kedzior reported a Form 4 transaction showing a tax-withholding disposition of 2,007 shares of Class A common stock at $0.6200 per share on February 23, 2026. These shares were withheld to cover taxes on vesting RSUs, leaving him with 790,242 shares held directly.
Wheels Up Experience Inc. Chief Sales Officer Mark Briffa reported a small tax-related share disposition. On February 23, 2026, 4,958 shares of Class A common stock at $0.62 per share were withheld to cover tax liabilities from vesting restricted stock units granted under the company’s long-term incentive plan. After this tax-withholding disposition, Briffa directly owned 856,585 Class A shares.
Wheels Up Experience Inc. reported fourth-quarter and full-year 2025 results showing weaker revenue but sharply improved profitability metrics as it executes a major fleet and membership transformation. Fourth-quarter revenue was $183.8 million, down 10% year over year, and full-year 2025 revenue was $736.5 million, down 7%.
Despite lower sales, fourth-quarter net loss narrowed to $28.9 million from $87.5 million, helped by a stronger mix of profitable flying, cost reductions, and gains from aircraft sale-leaseback deals. The company delivered its first-ever positive Adjusted EBITDAR of $36.9 million in the quarter, versus a loss a year earlier, and full-year Adjusted EBITDAR improved to a loss of $26.7 million from a loss of $84.6 million.
Operational performance reached record levels, with fourth-quarter Completion Rate at 99% and On-Time Performance at 91%. Wheels Up is modernizing its fleet toward Embraer Phenom and Bombardier Challenger jets and expects to complete the exit of legacy aircraft by year end. Its new Signature Membership has surpassed 600 members and drove a large share of membership fund sales, while corporate membership fund sales grew 35% year over year, supported by its Delta Air Lines partnership. Liquidity at quarter end was $234 million, including $134 million of cash and an undrawn $100 million revolver.
Wheels Up Experience Inc. is executing a major fleet and balance sheet move through a sale-leaseback of 10 aircraft. An indirect subsidiary agreed to sell three Bombardier Challenger 300 series and seven Embraer Phenom 300 series aircraft to an owner trustee for an aggregate sale price of approximately $104.7 million, with closing expected on or before December 31, 2025. At the same time, another subsidiary plans to enter into long-term operating leases on all 10 aircraft so they remain in the company’s controlled fleet, with no anticipated operational impact for members and customers.
Upon closing, the company expects to receive up to approximately $39.4 million of cash net proceeds after related debt repayments. It plans to use these funds to acquire additional Bombardier Challenger 300 and Embraer Phenom 300 aircraft as part of its fleet modernization strategy. In addition, anticipated debt principal repayments of approximately $65.0 million under its $332.0 million Revolving Equipment Notes Facility would become available to be reborrowed in the future, providing additional financing capacity for future aircraft acquisitions subject to applicable terms and conditions.
Wheels Up Experience Inc. received a notice from the New York Stock Exchange on December 17, 2025 that its stock no longer meets the NYSE rule requiring a minimum $1.00 average closing price over 30 consecutive trading days. The company has a six‑month cure period to restore compliance by meeting specified 30‑day and last‑day price tests.
Shareholders previously approved a proposal allowing the board, at its discretion before the 2026 annual meeting, to implement a reverse stock split in a ratio between 1‑for‑5 and 1‑for‑20, along with a proportional reduction in authorized shares. On December 19, 2025, the company told the NYSE it intends to use this potential reverse split to regain compliance if other methods do not work, although the board has not yet approved it.
The company’s stock will continue trading on the NYSE under the symbol “UP” with a “.BC” designation indicating below‑compliance status. The notice does not affect SEC reporting obligations or trigger defaults under material debt agreements, but there is no assurance the company will regain compliance or avoid delisting.
Wheels Up Experience Inc. reported an insider equity transaction by its Chief Accounting Officer, Alexander Chatkewitz. On 12/05/2025, 3,432 shares of Class A common stock were disposed of at a price of $0.61 per share. The filing explains that these shares were withheld to cover tax liabilities arising from the vesting of previously reported restricted stock units. After this tax-related withholding, the officer beneficially owns 479,442 shares of Wheels Up Class A common stock, held directly in his name. The transaction was reported on a Form 4 filed by a single reporting person.
Wheels Up Experience Inc. filed a Form 4 reporting an administrative insider transaction by its Chief Marketing Officer, Kristen Lauria. On 11/26/2025, 2,901 shares of Class A common stock were withheld at a price of $0.78 per share to cover tax liability from the vesting of previously granted restricted stock units. After this tax-withholding transaction, Lauria beneficially owns 985,731 shares of Class A common stock directly.
Wheels Up Experience Inc. reported an insider equity transaction by its Chief People Officer. On 11/26/2025, the officer had 2,098 shares of Class A common stock withheld at $0.78 per share to cover tax liabilities triggered by the vesting of previously reported restricted stock units. Following this tax withholding, the officer beneficially owns 792,249 shares of Class A common stock held directly. This filing reflects an administrative tax-related event rather than an open-market purchase or sale.
Wheels Up Experience Inc. reported an insider transaction by Chief Operating Officer David L. Holtz involving the company’s Class A common stock. On 11/26/2025, 2,678 shares were withheld at a price of $0.78 per share to cover tax liabilities arising from the vesting of previously reported restricted stock units. After this tax withholding, Holtz directly beneficially owns 906,541 shares of Wheels Up Class A common stock.
Wheels Up Experience Inc. Chief Digital Officer David Godsman reported a routine equity transaction involving company stock. On November 26, 2025, 2,603 shares of Class A common stock were withheld at a price of $0.78 per share to cover tax liabilities arising from the vesting of previously granted restricted stock units. After this withholding, Godsman beneficially owned 934,221 shares of Wheels Up Class A common stock in direct ownership form.