Wheels Up Faces Delisting Concerns

TL;DR

Wheels Up might get delisted, big trouble for investors.

AI Summary

Wheels Up Experience Inc. filed an 8-K on December 19, 2025, reporting a notice of delisting or failure to satisfy a continued listing rule or standard, a Regulation FD disclosure, and financial statements and exhibits. The report indicates a potential issue with the company's continued listing on the stock exchange as of December 17, 2025.

Why It Matters

This filing signals potential financial distress or non-compliance with exchange rules, which could lead to the stock being removed from trading, impacting investors.

Risk Assessment

Risk Level: high — A notice of delisting directly threatens the company's ability to remain publicly traded, posing a significant risk to shareholders.

Key Players & Entities

• Wheels Up Experience Inc. (company) — Registrant
• 001-39541 (company) — SEC File Number
• December 17, 2025 (date) — Earliest event reported
• December 19, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A common stock, $0.0001 par value per share UP New York Stock E
• $1.00 — age closing price per share of at least $1.00 over a consecutive 30 trading-day perio

Filing Documents

• up-20251217.htm (8-K) — 44KB
• ex-991xupxpressreleasewhee.htm (EX-99.1) — 11KB
• 0001628280-25-058340.txt ( ) — 175KB
• up-20251217.xsd (EX-101.SCH) — 2KB
• up-20251217_lab.xml (EX-101.LAB) — 21KB
• up-20251217_pre.xml (EX-101.PRE) — 12KB
• up-20251217_htm.xml (XML) — 3KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 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 Company has six months after receipt of the Notice (the "Cure Period") to regain compliance with Section 802.01C, which requires that during the Cure Period the Company's Class A common stock, $0.0001 par value per share ("Common Stock"), has a closing price of at least $1.00 on the last trading day of either (i) any calendar month during the Cure Period and an average closing price of at least $1.00 over the 30 trading-day period ending on such date or (ii) the end of the cure period and a $1.00 average closing share price over the 30 trading-day period ending on the last trading day of the Cure Period (together, the "Cure Conditions"). As of the date of this Current Report on Form 8-K (this "Current Report"), the Company is in compliance with all other NYSE continued listing standards. At the Company's 2025 Annual Meeting of Stockholders held on June 10, 2025, the Company's stockholders approved a voting proposal (the "Proposal") to permit an amendment to the Company's Amended and Restated Certificate of Incorporation, dated November 15, 2023 (the "Amended and Restated Certificate of Incorporation"), to be filed at the discretion of the Company's Board of Directors (the "Board") at any time prior to the 2026 annual meeting of the Company's stockholders (the "2026 Annual Meeting"), providing for (i) a reverse stock split of the outstanding shares of Common Stock at a reverse stock split ratio of not less than 1-for-5 and not greater than 1-for-20, with an exact ra

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 19, 2025, the Company issued a press release regarding the Notice. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein. The information in Item 7.01 of this Current Report and Exhibit 99.1 is being furnished pursuant to Item 7.01 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 Report and Exhibit 99.1 furnished herewith contain certain "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside of the control of the Company. These forward-looking statements include, but are not limited to, statements regarding: (i) the impact of the Notice and Potential Reverse Split with respect to the Common Stock, if any, on the Company's business, results of operations, financial condition, and the trading prices, liquidity, trading volume, volatility and marketability of the Common Stock; (ii) the Company's ability to cure compliance with Section 802.01C, including by effecting Potential Reverse Split with respect to the Common Stock, if any, or any other action intended to cure compliance with Section 802.01C, or at all; (iii) the availability or success of other options that the Company may undertake that are intended to cure compl

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release, dated December 19, 2025 104 Cover Page Interactive Data File ( embedded within the Inline XBRL document ) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WHEELS UP EXPERIENCE INC . Date: December 19, 2025 By: /s/ George Mattson Name: George Mattson Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR