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. (UP) filed a Form 144 reporting a proposed sale of 36,318 common shares valued at $106,124.83 to be executed through Morgan Stanley Smith Barney LLC on the NYSE with an approximate sale date of 08/29/2025. The 36,318 shares correspond to restricted stock that vested under a registered plan on three dates in 2025: 02/26/2025 (23,562 shares), 05/26/2025 (6,369 shares) and 08/26/2025 (6,387 shares). The filer reports no securities sold in the past three months and affirms they are not aware of undisclosed material adverse information about the issuer.
Wheels Up Experience Inc. filed an 8-K disclosing entry into a material definitive agreement for an at-the-market equity program and related legal opinion. The filing lists an ATM Equity OfferingSM Sales Agreement dated
The document is procedural: it identifies the sales agreement and counsel opinion but does not disclose offering size, pricing, or intent to sell shares. The filing is signed by CEO George Mattson.
Prospectus supplement excerpts for Wheels Up Experience Inc. (UP) describe the types and amounts of securities that may be issued and key terms applicable to those securities. The text lists outstanding and potentially issuable common stock including 810,309 treasury shares, 2,880,861 shares issuable upon exchange of legacy profits interests (maximum potential amount dependent on market price and exchange mechanics), 886,810 shares issuable upon exercise of stock options at a weighted-average exercise price of $76.49, and 21,917,191 shares issuable upon settlement of RSUs and PRSUs as of June 30, 2025. An aggregate of 100,000,000 shares are reserved under the 2021 Long-Term Incentive Plan (as amended). The disclosure also describes 900,000 Earnout Shares tied to stock-price milestones ($125/$150/$175 triggers) and warrants exercisable for 1/10th of a share with an effective exercise price of $115 per whole share (through July 13, 2026).
The document outlines governance and voting limits tied to citizenship (a Citizenship Limitation limiting some holders to 24.9% voting power and specific smaller caps for certain Whitebox funds), board composition (director designees for Delta, CK Wheels, CIH, CEO, Tim Armstrong, David Adelman), terms and structural features of debt securities, events of default, trustee holder protections, global security/DTC provisions, redemption mechanics for warrants (including Reference Value thresholds of $100/$180 and specified redemption prices), and typical prospectus incorporation-by-reference citations to recent SEC filings.
Donald Lee Moak, a director of Wheels Up Experience Inc. (UP), reported a sale of Class A common stock on 08/27/2025. He disposed of 43,166 shares in multiple transactions at a weighted average price of $3.11 per share, with reported trade prices ranging from $3.07 to $3.19. After the sale, the report shows he beneficially owned 180,431 shares. The Form 4 was signed by an attorney-in-fact on 08/28/2025. The filer notes availability of detailed per-price sale information on request.
Kristen Lauria, Chief Marketing Officer of Wheels Up Experience Inc. (UP), reported a withholding of 2,901 shares of Class A common stock on 08/26/2025 at a price of $3.00 per share to satisfy tax liability from the vesting of restricted stock units originally reported on June 7, 2024. Following this withholding, Lauria beneficially owned 1,031,817 shares. The Form 4 was signed on behalf of Lauria by attorney-in-fact Mark Sorensen on 08/28/2025. The filing lists Lauria's address as C/O Wheels Up Experience Inc., 2135 American Way, Chamblee, GA 30341.
Brian Joseph Kedzior, Chief People Officer of Wheels Up Experience Inc. (UP), reported transactions dated 08/26/2025. The filing shows 2,097 Class A shares were withheld to satisfy tax liabilities from the vesting of previously reported restricted stock units. On the same date the Reporting Person sold 25,000 shares in multiple transactions at a weighted average price of $2.94 (individual prices ranged $2.92–$3.00). Following these transactions the Reporting Person beneficially owned 834,914 Class A shares. The Form 4 was signed by an attorney-in-fact on behalf of the Reporting Person on 08/28/2025.
Form 4 summary: This Form 4 reports a transaction by David L. Holtz, Chief Operating Officer of Wheels Up Experience Inc. (UP). On 08/26/2025 Mr. Holtz had 2,678 shares of Class A common stock disposed of under transaction code F at a price of $3 per share. The filing explains these shares were withheld to pay tax liability arising from the vesting of restricted stock units originally reported on June 7, 2024. After the reported disposition, Mr. Holtz beneficially owns 990,572 shares, held directly. The Form 4 is signed by an attorney-in-fact, Mark Sorensen, on 08/28/2025. No other transactions or derivative holdings are reported in this filing.
David Godsman, Chief Digital Officer and director of Wheels Up Experience Inc. (UP), reported transactions on 08/26/2025. The filing discloses two non-derivative transactions: 2,602 shares were withheld to satisfy tax obligations arising from the vesting of previously reported restricted stock units; and the Reporting Person sold 75,000 shares in multiple transactions at a weighted average price of $2.83 per share (sales ranged $2.81–$2.94). Ownership following the reported transactions is shown as 976,715 shares beneficially owned. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Godsman on 08/28/2025.
Mark Briffa, Chief Sales Officer of Wheels Up Experience Inc. (UP), reported multiple transactions in Class A common stock in late August 2025. On 08/26/2025 5,127 shares were withheld to satisfy tax obligations from previously reported restricted stock unit vesting. Also on 08/26/2025 he sold 5,780 shares at a weighted average price of $3.00 (individual trade prices ranged $3.00–$3.03), and on 08/28/2025 he sold another 5,780 shares at a weighted average price of $2.96 (trade prices ranged $2.95–$2.99). Following these transactions, the Form 4 reports 1,069,157 shares beneficially owned directly by the reporting person.
Form 144 notice for Wheels Up Experience Inc. (UP) shows a proposed sale of 5,780 common shares through Morgan Stanley Smith Barney on the NYSE. The filer reports these shares were acquired as restricted stock from the issuer on 08/26/2025 and the sale is scheduled for 08/28/2025. The filing lists an aggregate market value of $17,095.51 for the shares and records gross proceeds of $17,343.47 from a sale on 08/26/2025 by Mark Briffa. The filer certifies no undisclosed material adverse information is known and includes the standard Rule 144 and trading-plan representation.
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