Welcome to our dedicated page for Wheels Up Experience SEC filings (Ticker: WSUPW), 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 SEC filings related to WHEELS UP EXPERIENCE WTS (WSUPW) and its underlying company, Wheels Up Experience Inc. The company files periodic and current reports with the U.S. Securities and Exchange Commission, and these documents offer detailed information on aircraft transactions, capital structure, investor arrangements, and exchange listing status.
Form 8-K filings highlight several key areas. One 8-K describes an Aircraft Purchase Agreement under which an indirect subsidiary, Wheels Up Partners LLC, expects to sell Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft to an owner trustee, while another indirect subsidiary, Wheels Up Private Jets LLC, expects to enter into long-term operating leases for those aircraft. The company explains that this supports a fleet modernization strategy and allows it to retain and operate the aircraft in its controlled fleet.
Another 8-K details Amendment No. 3 to an Investment and Investor Rights Agreement with investors including Delta Air Lines, Inc., CK Wheels LLC, Cox Investment Holdings, LLC, and several funds. This amendment extends lock-up restrictions on substantial portions of the company’s Class A common stock and adjusts deadlines for filing a shelf registration statement. Additional 8-Ks report that Wheels Up Experience Inc. received a New York Stock Exchange notice for not meeting the minimum average closing price requirement under Section 802.01C and discuss a potential reverse stock split, previously authorized by stockholders, as one method to regain compliance.
Filings also show that Wheels Up Experience Inc. uses Form 8-K under Item 2.02 to furnish press releases and investor letters announcing quarterly financial results. On Stock Titan, these filings are updated in near real time from EDGAR, and AI-powered summaries can help explain the significance of 10-K annual reports, 10-Q quarterly reports, Form 4 insider transaction disclosures, and 8-K current reports for investors analyzing WSUPW and the related common stock.
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.
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.