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.
Wheels Up Experience Inc. filings document the public-company disclosures of an on-demand private aviation provider, including operating results, financial condition, fleet modernization, membership and charter activity, and non-GAAP performance measures reported with earnings materials. Current reports also cover Regulation FD releases, material agreements, and capital-structure matters tied to its common stock, warrants, and equity incentive arrangements.
The company’s proxy and 8-K filings address board composition, director elections, executive compensation votes, auditor ratification, long-term incentive plan matters, and amendments to governing documents. Recent capital-structure disclosures include the completed reverse stock split, authorized-share reduction, related amendments to the Wheels Up Partners Holdings LLC agreement, security-holder rights, and NYSE continued-listing compliance matters.
Wheels Up Experience Inc. has completed a major step in its fleet modernization plan by retiring its legacy jet fleets from revenue service and moving to an all-Phenom 300 and Challenger 300 series on-fleet jet operation. The company reached this milestone about 18 months ahead of its original schedule.
The shift supports its programmatic membership offerings and is intended to provide a more consistent, premium and operationally efficient experience. Wheels Up will still honor all existing member commitments tied to retired Citation X and Hawker 400XP aircraft through a safety-vetted network of third-party operators, while maintaining broader charter solutions and benefits from its strategic relationship with Delta Air Lines.
Wheels Up Experience Inc. implemented a major capital structure change through a 1-for-20 reverse stock split of its Class A common stock, effective after trading on April 24, 2026. Each group of 20 existing shares was combined into 1 new share.
At the same time, the company reduced authorized common stock from 1.5 billion to 75 million shares and set total authorized capital stock at 100 million shares. Related LLC and charter documents were amended to align with the new share structure and to address fractional shares.
In connection with the reverse split, the company adjusted its public and private warrants so that each warrant is now exercisable for 1/200th of one share of common stock at an exercise price of $2,300.00 per whole share. These warrants are scheduled to expire on July 13, 2026 unless exercised or redeemed earlier.
Wheels Up Experience Inc. director Erik Storey Snell filed an initial statement of ownership on Form 3. The data shows him as a director, not an officer or ten percent owner, and reports no share purchases, sales, gifts, restructurings, or derivative positions in this filing.
Wheels Up Experience Inc. is soliciting proxies for its 2026 virtual annual meeting on June 9, 2026. Stockholders of record as of April 10, 2026 will vote on four items: electing four Class II directors, an advisory say-on-pay vote for 2025, ratifying Grant Thornton LLP as auditor for 2026, and approving an amendment to the Amended and Restated 2021 Long-Term Incentive Plan (A&R 2021 LTIP).
The LTIP amendment would increase shares authorized for issuance under the plan from 60,149,682 to 135,149,682 and extend the plan’s termination date to March 31, 2036. As of the record date, 724,574,010 common shares were outstanding and 591,214,182 were entitled to vote, with a quorum set at 295,607,092 shares. Certain investors are subject to voting limitations tied to U.S. citizenship rules, and a reverse stock split effective April 24, 2026 will not change vote counts for record holders.
Wheels Up Experience Inc. announced board changes involving retirements and new appointments. Timothy M. Armstrong will retire from the Board at the 2026 annual meeting and will not stand for reelection. Daniel C. Janki retired from the Board effective April 22, 2026.
To fill the vacancy created by Mr. Janki’s departure, the Board appointed Erik S. Snell, Executive Vice President and Chief Financial Officer of Delta Air Lines, Inc., as a Class I director, with a term running until the 2028 annual meeting. Snell, age 49, previously served on the Wheels Up Board as a Delta designee and earlier led Delta Private Jets before its acquisition by Wheels Up.
The Board also expects to nominate Roger N. Farah, an experienced executive and public company director, for election at the 2026 annual meeting to succeed Mr. Armstrong in the Class II director seat. The company emphasized there were no disagreements between the departing directors and Wheels Up and highlighted the continued strategic partnership with Delta.
Wheels Up Experience Inc. has approved a 1-for-20 reverse stock split of its Class A common stock, coupled with a corresponding reduction in authorized shares. The split is expected to become effective after trading closes on the NYSE on April 24, 2026, with split-adjusted trading beginning April 27, 2026.
Outstanding common shares are expected to decline from approximately 725 million to approximately 36 million, and authorized common shares will be reduced from 1.5 billion to 75 million. Warrants and equity awards will be adjusted to preserve their economic value, with each warrant becoming exercisable for 1/200th of a share at an exercise price of $2,300.00 per whole share. Fractional common shares will be settled in cash based on the NYSE closing price on April 24, 2026, as adjusted for the split.
Wheels Up Experience Inc. describes a multi‑year business transformation centered on fleet modernization, a revamped membership model and an expanded global charter platform, all supported by a strategic partnership with Delta Air Lines. The company is shifting its controlled fleet toward Embraer Phenom 300 and Bombardier Challenger 300 series aircraft while using a large network of third‑party operators to fill demand.
Wheels Up earns most revenue from flights funded by Membership Funds and on‑demand charters, with additional income from cargo and government and defense work. A long‑term commercial cooperation agreement with Delta includes integrated booking, status and benefits, and coordinated sales efforts. To fund operations and transformation, Wheels Up entered into a Credit Agreement providing a $390.0 million term loan and a $100.0 million revolving facility, and issued 671,239,941 shares of common stock to lenders, which now have board designation and voting‑limit rights.
The filing highlights significant risks: execution of cost‑reduction and efficiency plans, capital‑intensive fleet changes, exposure to fuel prices, competition across private aviation models, regulatory and safety oversight, and dependence on key partners and vendors. As of June 30, 2025, non‑affiliate equity market value was $106.8 million, and 724,465,549 Class A shares were outstanding as of March 9, 2026.
Wheels Up Experience Inc. Chief Accounting Officer Alexander Chatkewitz reported a tax-withholding disposition of 4,240 shares of Class A common stock on March 5, 2026. The shares, valued at $0.56 each, were withheld to cover taxes from vesting restricted stock units. After this transaction, Chatkewitz directly owns 865,539 shares of Class A common stock.
Wheels Up Experience Inc. Chief Growth Officer Meaghan Danielle Wells reported two equity-related transactions in Class A common stock. On February 25, 2026, she acquired 829,327 restricted stock units (RSUs) at $0.00 per share as a grant under the company’s long-term incentive plan.
The RSUs will be settled in Class A common stock upon vesting, with 1/4 vesting on February 25, 2027 and the remainder vesting in 12 equal quarterly installments starting May 25, 2027, subject to continued service. On February 26, 2026, 28,956 shares at $0.66 per share were disposed of to cover tax liabilities from the vesting of previously granted RSUs. After these transactions, she directly owned 1,327,052 shares.