Delta Air Lines (NYSE: UP) discloses 36.3% Wheels Up stake and $100M term loan

Rhea-AI Filing Summary

Delta Air Lines reports beneficial ownership of 13,168,465 shares of Wheels Up Experience Inc. Class A common stock, representing 36.3% of the class, based on 36,260,282 shares outstanding as of May 29, 2026.

The filing explains that under a Voting Agreement, any shares held by Delta above 29.9% of the outstanding Class A stock are treated as neutral for voting and mirror the broader shareholder vote.

Delta also discloses a new unsecured 2026 Term Loan Credit Agreement, under which lead lenders provided Wheels Up a $100.0 million initial term loan, including a $57.0 million commitment from Delta. The loan bears 12% annual interest, primarily payable in kind and capitalized quarterly, and matures on the earliest of several dates including May 29, 2029.

Insights

Equity & credit structure analyst

Delta discloses a large equity stake and a high‑yield term loan to Wheels Up.

Delta Air Lines now reports beneficial ownership of 13,168,465 Wheels Up Class A shares, or 36.3%, based on 36,260,282 shares outstanding as of May 29, 2026. A Voting Agreement caps its effective voting influence at 29.9%, with excess shares voting proportionally with other holders.

The filing also describes a new unsecured 2026 term loan facility where lead lenders, including Delta, provided an initial $100.0 million loan, with Delta committing $57.0 million. The loan carries a relatively high 12% annual interest rate, primarily paid in kind and added to principal, and can be increased by up to an additional $100.0 million in incremental term loans.

This arrangement combines a substantial equity position with creditor exposure, concentrating Wheels Up’s financial ties to Delta and two other lead lenders. Actual impact on ownership dynamics and leverage will depend on future amendments, incremental borrowings and Wheels Up’s subsequent disclosures.

Key Figures

Beneficial ownership: 13,168,465 shares Ownership percentage: 36.3% Shares outstanding: 36,260,282 shares +5 more

8 metrics

Beneficial ownership 13,168,465 shares Delta’s Class A shares with sole voting and dispositive power

Ownership percentage 36.3% Share of Wheels Up Class A based on 36,260,282 shares outstanding as of May 29, 2026

Shares outstanding 36,260,282 shares Wheels Up Class A shares outstanding as of May 29, 2026

Voting cap 29.9% Threshold above which Delta’s shares are neutral for voting

Initial 2026 term loan $100.0 million Unsecured term loan facility provided to Wheels Up

Delta’s term loan commitment $57.0 million Portion of the Initial 2026 Term Loan committed by Delta

Interest rate 12% per annum Interest on 2026 Term Loan, compounded quarterly and usually paid in kind

Potential incremental loans Up to $100.0 million Additional 2026 term loan commitments permitted under the agreement

Key Terms

beneficial ownership, Voting Agreement, unsecured term loan facility, Event of Default, +1 more

5 terms

beneficial ownership financial

"each Covered Person may be deemed to be the beneficial owner of the Class A Common Stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Voting Agreement financial

"does not give effect to the Voting Agreement ... any shares ... in excess of 29.9% ... shall be neutral shares"

A voting agreement is a legally binding pact in which shareholders promise to cast their votes the same way on certain corporate matters, such as electing directors or approving a merger. It matters to investors because it changes who controls company decisions and makes outcomes more predictable—like a group of neighbors agreeing in advance to vote the same way on a community rule, it can strengthen or limit the influence of other shareholders and affect the company’s future direction.

unsecured term loan facility financial

"Lead Lenders provided an unsecured term loan facility to the Issuer in the aggregate original principal amount of $100.0 million"

A secured term loan facility is a chunk of borrowed money a company gets for a set period with scheduled repayments, arranged through one or more lenders; “unsecured” means the loan is not backed by specific assets as collateral. Think of it like borrowing from a lender based on your word and credit rather than leaving a valuable item as security. Investors watch these loans because they increase a company’s debt load, affect cash flow through interest payments, and rank lower for repayment if the company faces bankruptcy, so they signal higher credit risk and can influence valuation and credit ratings.

Event of Default financial

"upon the occurrence and continuation of an Event of Default (as defined in the 2026 Credit Agreement)"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

Alternate Base Rate financial

"other outstanding liabilities ... at a rate equal to the Alternate Base Rate (as defined in the 2026 Credit Agreement) plus 2% per annum"

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Wheels Up Experience Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

96328L304

(CUSIP Number)

Peter W. Carter
Delta Air Lines, Inc., 1030 Delta Boulevard
Atlanta, GA, 30354
404-715-2600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/29/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 96328L304

1

Name of reporting person

Delta Air Lines, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 13,168,465.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 13,168,465.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

13,168,465.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

36.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Percentage calculated on the basis of 36,260,282 shares of Class A Common Stock, $0.0001 par value (the "Class A Common Stock"), of Wheels Up Experience Inc. (the "Issuer"), outstanding as of May 29, 2026, as reported by the Issuer on a Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on June 1, 2026. Neither this percentage nor the shares listed above as being beneficially owned reflect Earnout Shares (as defined in the Issuer's initial statement on Schedule 13D), which are issuable only upon the achievement of share price thresholds for Class A Common Stock that have not been satisfied. The percentage reported above does not give effect to the Voting Agreement (as defined in Amendment No. 3 to the initial statement on Schedule 13D filed by the Reporting Person), pursuant to which the Reporting Person has agreed with the Issuer that any shares of Class A Common Stock held directly or indirectly by the Reporting Person in excess of 29.9% of the issued and outstanding Class A Common Stock shall be neutral shares with respect to voting rights, voted on any matter submitted to a vote of the stockholders of the Issuer in the same proportions "for", "against", "abstain" and/or "withhold" on such matter as the shares of Class A Common Stock voted by the stockholders of the Issuer other than the Reporting Person.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Wheels Up Experience Inc.
(c)	Address of Issuer's Principal Executive Offices: 2135 AMERICAN WAY, CHAMBLEE, GEORGIA , 30341.
Item 1 Comment: This Amendment No. 7 ("Amendment No. 7") to Schedule 13D relates to the Issuer's Class A Common Stock and amends and supplements the initial statement on Schedule 13D filed by the Reporting Person on July 22, 2021, as amended by Amendment No. 1 thereto ("Amendment No. 1"), filed by the Reporting Person on August 15, 2023, Amendment No. 2 thereto ("Amendment No. 2"), filed by the Reporting Person on August 29, 2023, Amendment No. 3 thereto ("Amendment No. 3"), filed by the Reporting Person on September 22, 2023, Amendment No. 4 thereto ("Amendment No. 4"), filed by the Reporting Person on November 17, 2023, Amendment No. 5 thereto ("Amendment No. 5"), filed by the Reporting Person on September 24, 2024, and Amendment No. 6 thereto ("Amendment No. 6"), filed by the Reporting Person on November 14, 2024 (as so amended, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 7 shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2 is hereby amended solely to restate the list of Covered Persons on Exhibit 99.1 hereto, which exhibit is incorporated into this Item 2 by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended by deleting the first paragraph of Item 3 and replacing it with the following: "The responses of the Reporting Person to Items 2, 4, 5 and 6 of the Schedule 13D, as amended by this Amendment No. 7, are incorporated into this Item 3 by reference."
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented by deleting the last paragraph of Item 4 of Amendment No. 6 and replacing it with the following: "2026 Term Loan Credit Agreement and Amendment No. 4 to the Credit Agreement As disclosed by the Issuer in a Current Report on Form 8-K filed by the Issuer with the SEC on June 1, 2026 (the "Form 8-K"), the Issuer entered into a Credit Agreement (the "2026 Credit Agreement"), dated as of May 29, 2026 (the "Closing Date"), by and among the Issuer, as borrower, certain subsidiaries of the Issuer, as guarantors, the Reporting Person, Cox Investment Holdings, LLC ("Cox") and CK Wheels LLC ("CK Wheels", and collectively with the Reporting Person and Cox, the "Lead Lenders"), and U.S. Bank Trust Company, N.A., as administrative agent, pursuant to which the Lead Lenders provided an unsecured term loan facility to the Issuer in the aggregate original principal amount of $100.0 million (the "Initial 2026 Term Loan"). The Reporting Person's commitment under the Initial 2026 Term Loan was $57.0 million. Pursuant to the 2026 Credit Agreement, the Issuer, with the consent of each Lead Lender, may request the establishment of additional term loan commitments after the Closing Date in an aggregate original principal amount up to $100.0 million (each, an "Incremental Term Loan" and, together with the Initial 2026 Term Loan, the "2026 Term Loan"), subject to lender participation and certain other requirements set forth in the 2026 Credit Agreement. The scheduled maturity date for the 2026 Term Loan is the earliest to occur of (i) May 29, 2029, (ii) acceleration or termination of any obligations upon the occurrence and continuation of an Event of Default (as defined in the 2026 Credit Agreement), and (iii) 91 days prior to the "Scheduled Maturity Date" under the Credit Agreement, which is currently scheduled to mature on September 20, 2028 (as applicable, the "Maturity Date"). Interest on the 2026 Term Loan accrues on a daily basis at a rate of 12% per annum (calculated on the basis of a 360-day year for the actual number of days elapsed and compounded quarterly) on the unpaid principal balance then outstanding. Accrued interest on the 2026 Term Loan is payable in kind as compounded interest and capitalized to the principal amount of the 2026 Term Loan on the last day of each of March, June, September and December, and the Maturity Date; provided, that the Issuer may, at its option, elect to pay such interest in cash at any interest payment date. If any repayment or prepayment of the 2026 Term Loan is required as a result of an Event of Default (as defined in the 2026 Credit Agreement), accrued interest as of the date of such repayment or prepayment that has not yet been capitalized to the principal amount repaid or prepaid must be paid in cash. Upon the occurrence and during the continuance of an Event of Default under the 2026 Credit Agreement, interest will accrue on (y) the unpaid principal balance of the 2026 Term Loan at the rate then applicable to such 2026 Term Loan plus 2% and (z) all other outstanding liabilities, interest, expenses, fees and other sums under the 2026 Credit Agreement, at a rate equal to the Alternate Base Rate (as defined in the 2026 Credit Agreement) plus 2% per annum (in each case, calculated on the basis of a 360-day year for the actual number of days elapsed and compounded quarterly). The other material terms of the 2026 Credit Agreement are described in more detail in the Form 8-K. In connection with the closing of the 2026 Credit Agreement, the Issuer entered into Amendment No. 4 to the Credit Agreement, dated as of May 29, 2026 (the "Credit Agreement Amendment No. 4"), by and among the Issuer, as borrower, the other loan parties party thereto, as guarantors, the Lead Lenders, and U.S. Bank Trust Company, N.A., pursuant to which, among other things, certain conforming amendments were made to permit the incurrence of the 2026 Term Loan and reflect its terms. The foregoing descriptions of the 2026 Credit Agreement and the Credit Agreement Amendment No. 4 do not purport to be complete and are qualified in their entirety by reference to the 2026 Credit Agreement and the Credit Agreement Amendment No. 4 filed as Exhibit 8 and Exhibit 9, respectively, to this Schedule 13D, which are incorporated by reference herein. The Reporting Person disclaims membership in a "group" within the meaning of Section 13(d) of the Act and beneficial ownership over any of the shares of Class A Common Stock beneficially owned by any other person, and nothing in this Amendment No. 7 shall be deemed an admission that the Reporting Person is a member of a "group" within the meaning of Section 13(d) of the Act."
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a-b) is hereby amended and restated as follows: "(a-b) The responses of the Reporting Person to rows (7) through (13) on page 1 and Items 2, 3, 4 and 6 of the Schedule 13D, as amended by this Amendment No. 7, are incorporated into this Item 5 by reference. To the Reporting Person's knowledge, none of the Covered Persons directly owns any shares of the Class A Common Stock; however, because each Covered Person is a director or executive officer of the Reporting Person, each Covered Person may be deemed to be the beneficial owner of the Class A Common Stock beneficially owned by the Reporting Person. The Covered Persons disclaim any beneficial ownership of the shares of Class A Common Stock held by the Reporting Person. None of the Covered Persons shares voting or dispositive power over any shares of Class A Common Stock held by the Reporting Person."
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended by deleting the first paragraph of Item 6 and replacing it with the following: "The responses of the Reporting Person to Items 2, 3, 4 and 5 of the Schedule 13D, as amended by this Amendment No. 7, are incorporated into this Item 6 by reference."
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibits: Exhibit 8: Credit Agreement, dated as of May 29, 2026, among Wheels Up Experience Inc., as Borrower, the subsidiaries of Wheels Up Experience Inc. party thereto, as guarantors, Delta Air Lines, Inc., Cox Investment Holdings, LLC, CK Wheels LLC and U.S. Bank Trust Company, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on June 1, 2026, found at www.sec.gov/Archives/edgar/data/1819516/000162828026039275/ex-101xup2026termloancredi.htm). Exhibit 9: Amendment No. 4 to Credit Agreement, dated as of May 29, 2026, by and among Wheels Up Experience Inc., as Borrower, the subsidiaries of Wheels Up Experience Inc. party thereto, as guarantors, the lenders party thereto, and U.S. Bank Trust Company, N.A., as administrative agent and collateral agent (with a conformed version of the Credit Agreement through and including Amendment No. 4 thereto provided in Exhibit A thereto) (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on June 1, 2026, found at www.sec.gov/Archives/edgar/data/1819516/000162828026039275/ex-102xupamendmentno4to202.htm).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Delta Air Lines, Inc.

Signature:	/s/ Peter W. Carter
Name/Title:	Peter W. Carter, President
Date:	06/02/2026

FAQ

What percentage of Wheels Up (UP) does Delta Air Lines currently report owning?

Delta Air Lines reports beneficial ownership of 13,168,465 Wheels Up Class A shares, equal to 36.3% of the class. This percentage is calculated using 36,260,282 Class A shares outstanding as of May 29, 2026, as disclosed in a recent company filing.

How many Wheels Up (UP) shares does Delta Air Lines beneficially own according to this Schedule 13D/A?

Delta Air Lines beneficially owns 13,168,465 shares of Wheels Up Class A common stock. This figure reflects shares over which Delta has sole voting and dispositive power, and is used to derive its 36.3% ownership percentage reported in the filing.

What is the Voting Agreement limiting Delta’s voting power in Wheels Up (UP)?

Under the Voting Agreement, any Wheels Up Class A shares held by Delta above 29.9% of outstanding shares become neutral for voting. Those excess shares are voted in the same “for,” “against,” “abstain,” or “withhold” proportions as shares voted by other shareholders.

What are the key terms of the 2026 Term Loan Credit Agreement for Wheels Up (UP)?

The 2026 Term Loan Credit Agreement provides an unsecured term loan facility with an initial $100.0 million principal amount. It carries 12% annual interest, generally paid in kind and capitalized quarterly, and has a scheduled maturity as early as May 29, 2029, subject to specified triggers.

How much of the 2026 term loan commitment to Wheels Up (UP) did Delta make?

Of the initial $100.0 million 2026 term loan facility, Delta Air Lines committed $57.0 million. The remaining amount was provided by Cox Investment Holdings, LLC and CK Wheels LLC as fellow lead lenders under the unsecured credit agreement.

Can the Wheels Up (UP) 2026 term loan facility be increased beyond $100 million?

Yes. Under the 2026 Credit Agreement, Wheels Up may request additional “Incremental Term Loan” commitments, with consent from each lead lender, in an aggregate original principal amount of up to $100.0 million, potentially doubling the overall 2026 term loan capacity.