Wheels Up Experience Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A common stock, $0.0001 par value per share UP New York Stock E
• $104.7 million — ircraft is expected to be approximately $104.7 million. Upon closing, the Company expects the
• $39.4 million — t in the funding of up to approximately $39.4 million of cash net proceeds, after related deb
• $65.0 million — t principal repayments of approximately $65.0 million in the aggregate under the Company's Re
• $332.0 million — borrowing capacity under the Company's $332.0 million Revolving Equipment Notes Facility (as

Filing Documents

• up-20251222.htm (8-K) — 41KB
• ex-991xupxpressreleasedate.htm (EX-99.1) — 13KB
• image.jpg (GRAPHIC) — 17KB
• 0001628280-25-058631.txt ( ) — 197KB
• up-20251222.xsd (EX-101.SCH) — 2KB
• up-20251222_lab.xml (EX-101.LAB) — 21KB
• up-20251222_pre.xml (EX-101.PRE) — 12KB
• up-20251222_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 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 individual capacity but solely as owner trustee ("Buyer" and such agreement, the "APA"), pursuant to which (i) WUP LLC expects to sell three (3) Bombardier Challenger 300 series and seven (7) Embraer Phenom 300 series aircraft (collectively, the "Leased Aircraft") to Buyer (the "Sales"), and (ii) concurrently with such Sales, Wheels Up Private Jets LLC, an indirect subsidiary of the Company, expects to enter into long-term operating leases with Buyer for all 10 Leased Aircraft (together with the Sales, the "Transactions"). The Transactions allow the Company to continuously retain and operate the Leased Aircraft in its controlled fleet with no anticipated operational impact to members and customers, including during the busy holiday flying season. The Company expects that the Transactions will close on or before December 31, 2025. Subject to the terms and conditions of the APA, the aggregate sale price for the Leased Aircraft is expected to be approximately $104.7 million. Upon closing, the Company expects the Sales will result in the funding of up to approximately $39.4 million of cash net proceeds, after related debt repayments, to the Company's balance sheet, which are expected to be used for the planned acquisition of additional Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft. In addition, the anticipated debt principal repayments of approximately $65.0 million in the aggregate under the Company's Revolving Equipment Notes Facility (as defined belo

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 23, 2025, the Company issued a press release regarding, among other things, the transactions described in Item 1.01 of this Current Report on Form 8-K (this "Current Report"). 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 APA, the Leased Aircraft and any expected benefits or impacts to the Company as a result of the Transactions or operation of the Leased Aircraft after the closing of the Transactions, including the Company's ability to consummate the closing of the Transactions on the schedule that it currently anticipates; (ii) the potential receipt and expected use of any cash net proceeds from the Sales and any increase in borrowing capacity under the Company's $332.0 million Revolving Equipment Notes Facility (as def

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release, dated December 23, 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 23, 2025 By: /s/ George Mattson Name: George Mattson Title: Chief Executive Officer

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