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. officer reports tax-share withholding
Wheels Up Experience Inc.'s Chief Sales Officer reported a routine share transaction involving the company’s Class A common stock. On 11/26/2025, 5,127 shares were withheld at a price of $0.78 per share to cover tax obligations arising from the vesting of previously granted restricted stock units. After this withholding, the officer beneficially owned 861,543 shares directly. This type of transaction reflects tax settlement on equity compensation rather than an open-market purchase or sale.
Wheels Up Experience Inc. (UP): Schedule 13G/A — Whitebox Advisors LLC and Whitebox General Partner LLC reported beneficial ownership of 28,365,086 shares of Class A common stock, representing 3.9% of the class as of September 30, 2025. The percentage is based on 720,346,459 shares outstanding as of the same date, as reported in the company’s Form 10-Q filed on November 5, 2025.
The filers report shared voting power over 8,905,292 shares and shared dispositive power over 28,365,086 shares, with no sole voting or dispositive power. Voting rights for clients who are not “citizens of the United States” are collectively limited to 1% of all shares entitled to vote.
The filing notes the Reporting Persons may be deemed to have formed a “group” with Kore Fund Ltd. and Kore Advisors LP effective September 13, 2024, which may be deemed to beneficially own an aggregate 45,371,593 shares, or approximately 6.3%, while expressly disclaiming beneficial ownership of Kore’s shares. The certification states the securities were not acquired for the purpose of changing or influencing control.
Wheels Up Experience Inc. (UP): Schedule 13G/A filed by Kore Advisors LP and Kore Fund Ltd. reporting passive ownership. As of September 30, 2025, they beneficially own 17,006,507 shares of Class A common stock, representing approximately 2.4% of the class, based on 720,346,459 shares outstanding as of September 30, 2025.
Kore reports 0 shares with sole voting or dispositive power and 17,006,507 shares with shared voting and shared dispositive power. The filing notes they may be deemed part of a “group” with Whitebox entities; in the aggregate, the group may be deemed to beneficially own 45,371,593 shares (about 6.3%). The filer certifies the securities are not held to change or influence control.
Wheels Up Experience (UP) reported an insider transaction by its Chief Sales Officer. On 11/07/2025, the officer sold 86,813 shares of Class A common stock in open market trades at a weighted average price of $1.23 per share, with individual trades ranging from $1.21 to $1.27.
Following the sale, the officer beneficially owns 866,670 shares, held directly. The filing notes the availability of detailed trade-by-trade pricing upon request.
Wheels Up Experience (UP) disclosed an insider stock sale by its Chief Growth Officer. On 11/07/2025, the officer sold 47,931 shares of Class A common stock at a weighted average price of $1.22, with trades executed between $1.21 and $1.25. After the transaction, the reporting person directly owns 526,681 shares. The report states the seller will provide full trade-level details upon request.
UP: A Form 144 notice discloses a proposed sale of 47,931 shares of common stock, with an aggregate market value of $58,662.75. The filer plans to execute through Morgan Stanley Smith Barney LLC, with an approximate sale date of 11/07/2025 on the NYSE.
The shares were acquired as Restricted Stock from the issuer on 11/04/2025. As context, 721,707,858 shares were outstanding. This notice indicates an intent to sell and does not itself effect a transaction.
UP: A selling securityholder filed a Form 144 notice to sell 86,813 shares of common stock through Morgan Stanley Smith Barney LLC on the NYSE, with an approximate sale date of 11/07/2025. The filing lists an aggregate market value of $106,623.73 for the proposed sale and notes 721,707,858 shares outstanding.
The shares to be sold were acquired as restricted stock from the issuer on three dates: 4,124 shares on 09/30/2025, 76,909 shares on 10/02/2025, and 5,780 shares on 09/28/2025. The filing also discloses recent sales by the same account: 9,904 shares on 09/11/2025 for $21,541.20, 5,780 shares on 08/28/2025 for $17,095.51, and 5,780 shares on 08/26/2025 for $17,343.47.
Wheels Up Experience (UP) reported an insider transaction on Form 4 for Chief Growth Officer Meaghan Danielle Wells. On 11/04/2025, 20,096 shares of Class A common stock were withheld (Code F) at $1.27 to satisfy tax obligations from RSU vesting. After this withholding, her beneficial ownership stood at 574,612 shares, held directly.
Wheels Up Experience Inc. (UP) filed its Q3 2025 10‑Q, reporting revenue of $185.5 million versus $193.9 million a year ago and a net loss of $83.7 million versus $57.7 million. For the nine months, revenue was $552.7 million versus $587.3 million, with a net loss of $265.3 million versus $252.1 million.
Interest expense rose to $23.5 million in the quarter (from $16.0 million), contributing to an operating loss of $61.3 million. Cash and cash equivalents were $125.3 million and restricted cash was $30.5 million as of September 30, 2025; operating cash use was $147.9 million year‑to‑date. Deferred revenue stood at $711.2 million, largely prepaid flight balances.
The company raised $47.6 million net via its $50 million ATM program by issuing 21.2 million shares in Q3. It also completed the sale of certain non‑core services businesses for $21.5 million net proceeds, recognizing a $1.8 million gain. Gross debt totaled $766.5 million (including a $484.2 million term loan at 10% and $282.4 million of revolving equipment notes). Shares outstanding were 721,707,858 as of November 3, 2025.
Wheels Up Experience Inc. (UP) furnished an update on its business by releasing a press release and investor letter with financial results for the quarter ended September 30, 2025. These materials are included as Exhibits 99.1 (Earnings Release) and 99.2 (Investor Letter) to a Form 8-K.
The company states this information is being furnished under Item 2.02 and is not deemed “filed” under the Exchange Act, which limits Section 18 liability and incorporation by reference unless specifically noted.