Every 8-K that WHEELS UP EXPERIENCE WTS (WSUPW) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow WSUPW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full WSUPW filings page.
Wheels Up Experience Inc. extended its relationship with Delta Air Lines by signing Amendment No. 5 to the 2023 Credit Agreement, which keeps Delta’s $100.0 million revolving credit facility available for draws for two additional years, to September 20, 2028. The amendment leaves Delta’s commitment amount, covenants, collateral, and other key terms unchanged. As of July 31, 2026, Delta beneficially owned about 36.3% of Wheels Up’s Class A common stock, with voting rights capped so that shares above 29.9% are treated as neutral for voting, and the amendment was unanimously approved by the disinterested, independent directors.
For the quarter ended June 30, 2026, Wheels Up reported GAAP revenue of $182.0 million, down 4% year over year, reflecting the prior divestiture of non-core services while private jet flight revenue was flat. Gross profit rose to $9.6 million from $2.2 million, but net loss widened to $107 million (–$2.97 per share), mainly from higher interest and aircraft lease costs and a $12.7 million non-cash impairment tied to legacy fleet retirement. Adjusted Contribution was $22.5 million with a 12.4% margin, while Adjusted EBITDAR loss improved to $19.9 million from $27.3 million. For the first half, net cash used in operating activities was $191.3 million, and cash, cash equivalents and restricted cash totaled $120.1 million against total debt of over $600 million and negative equity of $560.3 million.
Operationally, Wheels Up completed its fleet modernization, making premium Embraer Phenom 300 and Bombardier Challenger 300 jets 100% of its active controlled fleet as of April 2026. Second-quarter Total Gross Bookings were $241.8 million, down 8% year over year, while Live Flight Legs fell 28%; however, Private Jet Gross Bookings per Live Flight Leg increased 27% to $22,048. Reliability reached new highs, with a 99.4% Completion Rate, 86.8% On-Time Performance (A-30) and a 3+ Hour Delay Rate of 1.2%. The Wheels Up Signature Membership program exceeded 1,200 members and now represents more than half of the active member base, with these members generally flying more hours at higher rates.
Wheels Up Experience Inc. reported results from its 2026 Annual Meeting of Stockholders held on June 9, 2026. Stockholders approved an amendment to the 2021 Long-Term Incentive Plan, increasing the Class A common stock available for awards from 3,007,484 to 6,757,484 shares and extending the plan’s termination date to March 31, 2036. All four Class II director nominees were elected to serve until the 2029 annual meeting, and stockholders approved, on a non-binding basis, executive compensation for 2025. They also ratified, on a non-binding basis, the appointment of Grant Thornton LLP as independent registered public accounting firm for 2026. About 92.6% of shares outstanding and entitled to vote were represented, providing a strong quorum.
Wheels Up Experience Inc. has entered into a new unsecured term loan credit agreement providing an initial $100.0 million 2026 Term Loan from Delta, Cox and CK Wheels. The company plans to use the proceeds for working capital, growth initiatives, fleet expansion, debt repayment and transaction expenses.
The credit agreement allows additional Incremental Term Loans of up to $100.0 million, subject to lender consent. The 2026 Term Loan bears interest at 12% per annum, compounded quarterly and generally payable in kind, and matures on the earliest of May 29, 2029, certain default events, or a date tied to the 2023 Credit Agreement maturity.
The new facility is unsecured but guaranteed by substantially all subsidiaries and was accompanied by Amendment No. 4 to the existing 2023 Credit Agreement to permit this debt and recognize the Series B Revolving Equipment Notes Facility as senior secured EETC Obligations. As of the Closing Date, 36,260,282 Class A shares were outstanding, with significant ownership by Delta, Cox and CK Wheels.
Wheels Up Experience Inc. updated investors on two major capital and shareholder actions. Its subsidiary closed a new $68.0 million Series B Revolving Equipment Notes Facility, generating about $64.3 million in net cash proceeds to support general corporate needs and growth of its Bombardier Challenger 300 and Embraer Phenom 300 fleets.
The Series B facility, bearing interest at 5.97% per annum and maturing on November 23, 2027, is secured by liens on 42 owned aircraft and lifts total revolving equipment borrowing capacity to $400.0 million. There is no scheduled principal amortization, and repaid principal related to certain aircraft can be re-borrowed before maturity.
Separately, lead investor Delta Air Lines extended the lock-up on all its Wheels Up shares issued under their investment agreement by one year to May 22, 2027. Around 35.6% of outstanding common shares held by Delta as of the amendment date remain restricted. The company also continues to pursue an expected $100.0 million unsecured term loan from its lead lenders.
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. 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. 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. (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.
Wheels Up Experience Inc. disclosed amendments to its Investor Rights Agreement that extend resale restrictions on certain holders' Class A common stock. The Lead Investors agreed to extend the lock-up on all of their shares issued under the agreement through May 22, 2026, subject to limited exceptions for transfers to permitted transferees. The Additional Investors agreed to extend the lock-up on 29% of their shares through January 2, 2026, with specified timing windows, volume limits and a stated minimum per-share price for any permitted transfers as set forth in the amendment.
The amendment is filed/furnished with the Form 8-K and is signed by CEO George Mattson on behalf of the company.