Delta Air Lines Ups Stake in Wheels Up to 10%

TL;DR

DELTA NOW OWNS 10% OF WHEELS UP AFTER BUYING 10M SHARES.

AI Summary

Delta Air Lines, Inc. has filed an amendment (No. 5) to its Schedule 13D, reporting a change in its beneficial ownership of Wheels Up Experience Inc. as of September 24, 2024. Delta Air Lines now holds 10,000,000 shares of Class A Common Stock, representing 10.0% of the outstanding shares, acquired through a stock purchase agreement.

Why It Matters

This filing indicates a significant ownership increase by a major airline in a private aviation company, potentially signaling strategic alignment or future collaboration.

Risk Assessment

Risk Level: medium — The filing involves a significant ownership change in a public company, which could impact its stock price and strategic direction.

Key Numbers

• 10,000,000 — Shares Owned (Delta Air Lines' new beneficial ownership in Wheels Up Experience Inc.)
• 10.0% — Ownership Stake (Delta Air Lines' percentage of Wheels Up Experience Inc. outstanding shares)

Key Players & Entities

• Delta Air Lines, Inc. (company) — Filing party and significant shareholder
• Wheels Up Experience Inc. (company) — Subject company
• 10,000,000 (dollar_amount) — Number of shares owned by Delta Air Lines
• 10.0% (dollar_amount) — Percentage of outstanding shares owned by Delta Air Lines
• 20240924 (date) — Date of reporting change in beneficial ownership

FAQ

Key Financial Figures

• $0.0001 — ssuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• delta_sc13da5.htm (SC 13D/A) — 53KB
• 0001683168-24-006628.txt ( ) — 55KB

is hereby amended by deleting the second

Item 1 is hereby amended by deleting the second sentence of Item 1 and replacing it with the following: “The principal executive office of the Issuer is located at 2135 American Way, Chamblee, Georgia, 30341.” Item 2. Identity and Background

is hereby amended solely to amend and restate

Item 2 is hereby amended solely to amend and restate the list of Covered Persons on Schedule A hereto, which schedule is incorporated into this Item 2 by reference. Item 3. Source and Amount of Funds or Other Consideration

is hereby amended by deleting

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. 5, are incorporated into this Item 3 by reference.” Item 4. Purpose of Transaction.

is hereby amended and supplemented by deleting

Item 4 is hereby amended and supplemented by deleting the last paragraph of Item 4 of Amendment No. 4 and replacing it with the following: “ Amendment No. 2 to Investor Rights Agreement On September 22, 2024, the Issuer, the Investors and the Additional Investors entered into Amendment No. 2 to the Investor Rights Agreement (the “ IRA Amendment No. 2 ”), pursuant to which (i) the Investors agreed to extend the lock-up restriction under the Investor Rights Agreement for an additional year, until September 20, 2025, with respect to all of the shares of Class A Common Stock issued to them pursuant to the Investor Rights Agreement, and (ii) the Additional Investors agreed to extend the lock-up restriction under the Investor Rights Agreement for an additional year, until September 20, 2025, with respect to 72.5% of the shares of Class A Common Stock issued to them pursuant to the Investor Rights Agreement, provided that any transfers or sales of shares of Class A Common Stock held by the Additional Investors that are not subject to the extended lock-up restriction shall not be at a price less than the minimum price per share specified in the IRA Amendment No. 2. 3 In connection with the entry into IRA Amendment No. 2, the Investors agreed to extend the deadline by which the Issuer must file an initial shelf registration statement to register the shares of Class A Common Stock issued to them pursuant to the Investor Rights Agreement under the Securities Act of 1933, as amended, pursuant to the terms of the 2023 Registration Rights Agreement, to September 20, 2025. The foregoing description of the IRA Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the IRA Amendment No. 2 filed as Exhibit 6 to this Schedule 13D, which is 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

(a-b) is hereby amended and restated as follows

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. 5, 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.

is hereby amended by deleting

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, 5 of the Schedule 13D, as amended by this Amendment No. 5, are incorporated into this Item 6 by reference.” Item 7. Material to Be Filed as Exhibits.

is hereby amended to add the following exhibit

Item 7 is hereby amended to add the following exhibit: Exhibit 6 Amendment No. 2 to Investment and Investor Rights Agreement, dated September 22, 2024, by and among Wheels Up Experience Inc., Delta Air Lines, Inc. and the other entities listed on the signature page thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on September 23, 2024). 4

SIGNATURES

SIGNATURES 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. Dated: September 24, 2024 DELTA AIR LINES, INC. By: /s/ Peter W. Carter Peter W. Carter Executive Vice President – External Affairs 5 SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF DELTA AIR LINES, INC. The following table and related footnotes set forth the name and present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of each director and executive officer of the Reporting Person. The business address of each such person at Delta Air Lines, Inc. is 1030 Delta Boulevard, Atlanta, Georgia 30354. Each such person is a citizen of the United States of America, with the exception of Sergio A. L. Rial, who is a dual citizen of Brazil and Spain. Name Relationship to Reporting Person Present Principal Occupation (outside Reporting Person, if any) Edward H. Bastian Chief Executive Officer and Director N/A David S. Taylor Chair of the Board N/A Maria Black Director President and Chief Executive Officer of Automatic Data Processing, Inc. 1 Willie CW Chiang Director Chairman and Chief Executive Officer of Plains All American Pipeline, L.P. and its general partner holding company Plains GP Holdings, L.P. 2 Greg Creed Director N/A David G. DeWalt Director Founder, Managing Director and Chief Executive Officer of NightDragon Security 3 Leslie D. Hale Director President and Chief Executive Officer of RLJ Lodging Trust 4 Christopher A. Hazleton Captain, Airbus 330, and Director N/A Michael P. Huerta Director N/A Vasant M. Prabhu Director N/A Sergio A. L. Rial Director N/A Kathy N. Waller Director Executive Director of the Atlanta Committee for Progress 5 Allison Ausband Executive Vice President – Chief Customer Experi

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