Chief Sales Officer — Mark Briffa: The Chief Sales Officer departed via a negotiated settlement agreement with severance, indicating an orderly but non-routine separation rather than a sudden shock or routine election.

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. As previously disclosed by Wheels Up Experience Inc. (the “Company”) in filings with the U.S. Securities and Exchange Commission (“SEC”), the Company is party to a Credit Agreement, dated as of September 20, 2023 (as amended by Amendment No. 1 thereto, dated as of November 15, 2023, as further amended by Amendment No. 2 thereto, dated as of November 13, 2024, as further amended by Amendment No. 3 thereto, dated as of April 30, 2025, and as further a…

The filing is about an amendment to the long-term incentive plan and does not involve any changes in management or directors.

Entry into a Material Definitive Agreement. 2026 Term Loan Credit Agreement As previously disclosed by Wheels Up Experience Inc. (the “Company”) in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on May 11, 2026, on May 10, 2026, the Company entered into a commitment letter, pursuant to which Delta Air Lines, Inc. (“Delta”), Cox Investment Holdings, LLC (“Cox”) and CK Wheels LLC (“CK Wheels”, and collectively with Delta and Cox, the “Lead Lenders”…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant . The information set forth under

Entry into a Material Definitive Agreement. Delta Lock-Up Extension On May 23, 2026 (the “Amendment Date”), Wheels Up Experience Inc. (the “Company”) entered into Amendment No. 4 to Investment and Investor Rights Agreement (the “Investor Rights Agreement Amendment”), with Delta Air Lines, Inc. (“Delta”) to amend and extend certain transfer restrictions set forth in the Investment and Investor Rights Agreement, dated September 20, 2023, by and among, the Company, Delta and each of CK Wheels LL…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 “Entry into a Material Definitive Agreement” above under the caption titled “ Closing of $68 million Series B Revolving Equipment Notes Facility ” (but excluding the tenth paragraph under such caption), is incorporated by reference into this

Results of Operations and Financial Condition. On May 11, 2026, Wheels Up Experience Inc. (the “Company”) issued a press release and a shareholder letter announcing its financial results for the three months ended March 31, 2026. The full text of the press release and shareholder letter are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K (“Current Report”) and are incorporated by reference herein. The information in

Other Events. On May 10, 2026, the Company entered into a commitment letter (the “Commitment Letter”) pursuant to which certain of the Company’s existing lenders, Delta Air Lines, Inc. (“Delta”), Cox Investment Holdings, LLC (“Cox”) and CK Wheels LLC ("CK Wheels", and collectively with Delta and CK Wheels, the “Lead Lenders”), committed to provide a $100 million unsecured term loan credit facility (the “Proposed 2026 Term Loan”) to the Company, which is expected to close in the second quarter…

Entry into a Material Definitive Agreement. As previously disclosed in the Current Report on Form 8-K filed by Wheels Up Experience Inc. (the “Company” or “Wheels Up”) with the U.S. Securities and Exchange Commission (“SEC”) on April 14, 2026, the Company’s Board of Directors (the “Board”) approved the Reverse Stock Split (as defined in

Material Modification to Rights of Security Holders. The information provided in Item 5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year) of this Current Report below is incorporated by reference into this

Director — Timothy M. Armstrong, Daniel C. Janki: Two directors are retiring from the board, and a new director has been appointed to fill one of the vacancies.

Results of Operations and Financial Condition. On February 19, 2026 , Wheels Up Experience Inc. (the “Company”) issued a press release and an investor letter announcing its financial results for the three months and fiscal year ended December 31, 2025. The full text of the press release and investor letter are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K (“Current Report”) and are incorporated by reference herein. The information in

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing. Cautionary Note Regarding Forward-Looking Statements This Current Repor…

Entry into a Material Definitive Agreement. Wheels Up Experience Inc. (the “Company”) continues to advance its previously announced fleet modernization strategy focused on scaling its owned and leased fleet of Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft. On December 22, 2025, Wheels Up Partners LLC (“WUP LLC”), an indirect subsidiary of the Company, entered into an Aircraft Purchase Agreement with UMB Bank, N.A., a national banking organization, not in its individu…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 17, 2025, Wheels Up Experience Inc. (the “Company”) received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that it is no longer in compliance with Section 802.01C of the NYSE Listed Company Manual (“Section 802.01C”), which requires listed companies to maintain an average closing price per share of at least $1.00 over a consecutive 30 trading-day period. The…

Results of Operations and Financial Condition. On November 5, 2025, Wheels Up Experience Inc. (the “Company”) issued a press release and an investor letter announcing its financial results for the three months ended September 30, 2025. The full text of the press release and investor letter are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K (“Current Report”) and are incorporated by reference herein. The information in

Entry into a Material Definitive Agreement. On August 29, 2025, Wheels Up Experience Inc. (the “Company”) entered into an ATM Equity Offering SM Sales Agreement (the “ATM Sales Agreement”) with each of BofA Securities, Inc. and Jefferies LLC (each, a “Sales Agent” and together, the “Sales Agents”), pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $50.0 million of its Class A common stock, $0.0001 par value per share (“Common Stock” and such amount o…

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Entry into a Material Definitive Agreement. On September 22, 2024, Wheels Up Experience Inc. (the “Company”) entered into Amendment No. 2 to Investment and Investor Rights Agreement (the “Investor Rights Agreement Amendment”), with each of Delta Air Lines, Inc. (“Delta”), CK Wheels LLC (“CK Wheels”), Cox Investment Holdings, LLC (“CIH” and, collectively with Delta and CK Wheels, the “Lead Investors”), Whitebox Multi-Strategy Partners, LP (“Whitebox MSP”), Whitebox Relative Value Partners, LP…

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Entry into a Material Definitive Agreement. On June 15, 2024, Wheels Up Partners Holdings LLC (“WUP Holdings”), a direct subsidiary of Wheels Up Experience Inc. (“Wheels Up”), and Wheels Up Partners LLC (“WUP LLC”), an indirect subsidiary of Wheels Up, entered into the Amended and Restated Commercial Cooperation Agreement, dated as of June 15, 2024 (the “Amended CCA”), with Delta Air Lines, Inc. (“Delta”). The Amended CCA, which was approved by the disinterested members of Wheels Up’s Board o…

Results of Operations and Financial Condition. On August 8, 2024, Wheels Up Experience Inc. (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2024. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.