Wheels Up Experience Inc (UP)

Wheels Up Completes Brand Transition, Unifying Global Operations Under a Single BrandMay 27, 2026 8:30 AM
PR Newswire (US) Air Partner's private jet and group charter services now operate as Wheels Up across the U.K. and globally, extending the company's integrated, concierge-level customer experience worldwideATLANTA, May 27, 2026 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP), a leading provider of on-demand private aviation, today announced the completion of its global brand transition, bringing Air Partner's private jet and group charter services in the United Kingdom and globally under the Wheels Up brand. The move completes the global integration that began in the United States earlier this year and establishes a unified Wheels Up identity across all key markets.  Alongside the brand transition, Wheels Up has fully launched its integrated, concierge-level customer engagement model in the U.K. Designed to reduce handoffs and strengthen accountability, the model organizes dedicated sales and service teams around the customer journey, from initial inquiry through booking, trip delivery, and ongoing support."This is an important milestone for Wheels Up and for our customers," said Kristen Lauria, Chief Marketing Officer of Wheels Up. "Bringing our U.K. and rest of world private jet and group charter services under the Wheels Up brand makes it easier for customers, wherever they are in the world, to access our full breadth of aviation solutions through a single, trusted relationship. It also allows us to build on more than 65 years of Air Partner heritage as a core strength of the Wheels Up platform." The integrated approach delivers a more consistent customer experience across regions and trip types, gives customers seamless access to the full Wheels Up portfolio, including private jet charter, group charter, and flexible private-commercial travel, enabled by the company's first-of-its-kind strategic partnership with Delta Air Lines, and strengthens long-term relationships through more coordinated, personalized service. "Today's step brings together the best of both organizations under one global brand," added Mark Briffa, Chief Sales Officer of Wheels Up and former Chief Executive Officer of Air Partner. "For our customers throughout the world, this means access to the same deep expertise they have relied on for decades, now backed by the full scale, fleet, and technology of Wheels Up. It is a stronger proposition on every front, and we are excited for what comes next." Air Partner Cargo will also continue to operate under its existing name, maintaining its specialist focus and dedicated expertise in global shipping and courier services. About Wheels UpWheels Up is a leading global provider of on-demand private aviation with a large, diverse fleet and a network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and premium commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides cargo services to a range of clients, including individuals and government organizations, via Air Partner Cargo. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit www.wheelsup.com.Cautionary Note Regarding Forward-Looking StatementsThis press release contains 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 Wheels Up. Except as required by law, Wheels Up does not intend to update any of these forward-looking statements after the date of this press release.ContactsInvestors:
ir@wheelsup.comMedia:
press@wheelsup.com Logo - https://mma.prnewswire.com/media/1776408/Wheels_Up_Logo.jpg  View original content:https://www.prnewswire.co.uk/news-releases/wheels-up-completes-brand-transition-unifying-global-operations-under-a-single-brand-302782385.html Original: Wheels Up Completes Brand Transition, Unifying Global Operations Under a Single Brand

Wheels Up Lead Strategic Investor Delta Air Lines Agrees to Extend Lock-UpMay 26, 2026 6:55 AM
PR Newswire (US) Latest in series of strategic financial actions reflects continued confidence in Company's transformation strategyATLANTA, May 26, 2026 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP) today announced that lead strategic investor Delta Air Lines has agreed to further extend the lock-up restriction for all its shares of common stock issued under the Investment and Investor Rights Agreement for one additional year, through May 22, 2027. As a result, more than 35% of the total outstanding shares of the company as of May 22, 2026 will remain subject to a lock-up restriction. "Our partnership with Delta is broad and deeply integrated across our entire business," said George Mattson, CEO of Wheels Up. "This lock-up extension, along with Delta's leadership on our recently announced commitment for a $100 million term loan, reflects their strong confidence in our strategy and the accelerating momentum in our one-of-a-kind strategic partnership."About Wheels UpWheels Up is a leading global provider of on-demand private aviation with a large, diverse fleet and a network of vetted charter operators, all committed to safety and service. Customers access charter and membership programs and premium commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides cargo services to a range of clients, including individuals and government organizations, via Air Partner Cargo. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit www.wheelsup.com.Cautionary Note Regarding Forward-Looking StatementsThis press release contains 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 Wheels Up Experience Inc. (the "Company", "our" or "we"). These forward-looking statements include, but are not limited to, statements regarding: (i) the impact of activities and transactions involving certain investors on the Company's business and financial prospects and future success; and (ii) the terms of, the Company's ability to sign and close, and the impact on the Company of, the committed $100 million term loan described in this press release, which was first announced by the Company on May 11, 2026, and the receipt of net proceeds therefrom, including any potential impacts on the trading prices and trading market for the Company's shares of Class A common stock, $0.0001 per share. The words "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "future," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. We have identified certain known material risk factors applicable to the Company under Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission ("SEC") on March 10, 2026, under Part II, Item 1A "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 11, 2026 and the Company's other filings with the SEC from time to time. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company does not intend to update any of these forward-looking statements after the date of this press release.Contacts
Investors:
ir@wheelsup.comMedia:
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UP..............................https://stockcharts.com/sc3/ui/?s=UP&p=w&b=5&g=0&id=p86431144783

Wheels Up Achieves Record Operational Milestone of Zero Cancellation DaysMay 22, 2026 7:00 AM
PR Newswire (US) 74 zero cancellation days year to date in 2026 exceeds 2025 annual countContinued performance highlights ongoing improvements in operationsATLANTA, May 22, 2026 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP), a leading provider of on-demand private aviation, today announced a record breaking 74 days to-date in 2026 without a single flight cancellation (100% completion each day). This milestone exceeds 2025's annual count of zero cancellation days.  "2025 was a record performance year for Wheels Up, and not five months into 2026, we're already beating our previous annual benchmarks," said George Mattson, Chief Executive Officer of Wheels Up. "Since day one, our mission has been to build the best-run private aviation company, and this latest proof point further demonstrates the progress we have made towards that goal. Having recently completed our fleet transition, we look forward to delivering even higher operational reliability.""We have the best operations team in the business, and these continued achievements are a result of major improvements in the company's operational reliability, disciplined planning, proactive communication, and real time decision making by teams across flight operations, maintenance, scheduling, and customer service," said Mattson. "I want to personally thank every member of our operations team for their impassioned commitment to creating such seamless operations and continuing to raise the bar for our members and customers."This record zero cancellation days achievement highlights the progress of Wheels Up's ongoing transformation strategy and lays the foundation for continued efficiency and responsible, profitable growth – all centered on a customer-centric model with unmatched flexibility and accessibility.About Wheels UpWheels Up is a leading global provider of on-demand private aviation with a large, diverse fleet and a network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and premium commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides cargo services to a range of clients, including individuals and government organizations, via Air Partner Cargo. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit www.wheelsup.com. Cautionary Note Regarding Forward-Looking StatementsThis press release contains 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 Wheels Up Experience Inc. ("Wheels Up"). These forward-looking statements include, but are not limited to, statements regarding Wheels Up's future operational and financial performance and prospects. The words "anticipate," "continue," "could," "expect," "plan," "potential," "should," "would," "pursue" and similar expressions, may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in Wheels Up's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission ("SEC") on March 11, 2025, Wheels Up's Quarterly Report on Form 10-Q for the three months ended March 31, 2026 filed with the SEC on May 11, 2026 (the "1Q Form 10-Q"), and Wheels Up's other filings with the SEC from time to time. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, Wheels Up does not intend to update any of these forward-looking statements after the date of this press release.ContactsInvestors:
ir@wheelsup.comMedia:
press@wheelsup.com View original content to download multimedia:https://www.prnewswire.com/news-releases/wheels-up-achieves-record-operational-milestone-of-zero-cancellation-days-302779675.htmlSOURCE Wheels Up Original: Wheels Up Achieves Record Operational Milestone of Zero Cancellation Days

UP........................https://stockcharts.com/sc3/ui/?s=UP&p=W&b=5&g=0&id=p86431144783

Sankaty Jet Capital Provides $68 Million Debt Facility to Wheels UpMay 13, 2026 1:17 PM
PR Newswire (US) Sankaty Jet Capital, a wholly owned subsidiary of AIP Capital, has committed capital through a new secured mezzanine facilitySTAMFORD, Conn. and NEW YORK, May 13, 2026 /PRNewswire/ -- Sankaty Jet Capital ("Sankaty" or "the Company"), a business aviation lending platform focused on providing financing solutions for counterparties across the business aviation industry and a wholly-owned subsidiary of AIP Capital ("AIP"), and Wheels Up Experience Inc. (NYSE: UP), ("Wheels Up") a leading provider of on-demand private aviation, announced the closing of a $68 million committed secured mezzanine facility. The capital will be used to facilitate the purchase of additional Phenom 300 and Challenger 300 Series aircraft as part of Wheels Up previously announced fleet modernization plans. The facility will be secured initially by 51 existing aircraft, representing core assets of the Wheel Up business, with a total appraised value of ~$277.8 million, and is expected to accommodate the acquisition of additional aircraft over the next 18 months."We are proud to commence our partnership with Wheels Up by providing a bespoke financing solution to support their fleet modernization program," said Ford von Weise, Chief Executive Officer at Sankaty.Scott Debano, Head of Capital Markets at AIP Capital commented, "Wheels Up has solidified itself as the leading provider of on-demand private aviation. This coupled with our long-standing relationship with Delta Air Lines, which spans over two decades, created an opportunity for this transaction and we hope many more to come.""This strategic financing with Sankaty and AIP not only provides the investment capital needed to execute our growth plan but reflects confidence in the progress we're making towards building a strong and sustainable business," said George Mattson, Chief Executive Officer at Wheels Up.About AIP Capital
AIP Capital (AIP) is a global alternative investment manager focused on opportunities in asset-based finance including aviation and equipment finance. AIP, together with its affiliates, manages approximately $7.5 billion of assets on behalf of a diversified global investor base. The AIP team is comprised of more than 60 experienced professionals across AIP's offices in Stamford, New York City, Dublin, and Singapore.For more information about AIP Capital or to speak with company executives, please contact investor.relations@aipcapital.com.About Sankaty Jet Capital
Sankaty Jet Capital's (Sankaty) mission is to redefine access to business aviation capital through deep industry insight, disciplined financial expertise, and long-term partnership. Guided by more than three decades of leadership in global business aviation finance, Sankaty was created to fill a long-standing gap in the business aviation finance marketplace and is focused on providing financing solutions to underserved market segments in the business aviation industry.For more information about Sankaty Jet Capital or to speak with company executives, please contact investor.relations@sankatyjet.com.About Wheels UP
Wheels Up (NYSE: UP) is a leading global provider of on-demand private aviation with a large, diverse fleet and a network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and premium commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides cargo services to a range of clients, including individuals and government organizations via Air Partner Cargo. With the Wheels Up app and website, members can easily search, book, and fly.For further information, visit www.wheelsup.com.Media ContactsAIP Capital
investor.relations@aipcapital.comSankaty Jet Capital
investor.relations@sankatyjet.comWheels Up
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Wheels Up Announces First Quarter Results and New Delta-Led FinancingMay 11, 2026 4:30 PM
PR Newswire (US) Revenue performance driven by strong demand for Signature and charter offerings, offset by wind down of legacy jet flyingRecord levels of reliability and On-Time PerformanceNew financing commitments from Delta-led investor group and AIP Capital expected to fund additional fleet investment and multi-year business growthATLANTA, May 11, 2026 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE:UP) today announced financial results for the first quarter of 2026. Highlights of the quarter, including GAAP results, non-GAAP financial measures and key operating metrics, are on pages three to five and incorporated herein. Commentary from Wheels Up's Chief Executive Officer George Mattson about the Company's financial and operating results for the first quarter of 2026 is included in an Investor Letter that can be found on Wheels Up's Investor Relations website at https://investors.wheelsup.com. First Quarter 2026 ResultsGAAP Revenue of $168.9 million, down 5% year over year, with continued stabilization of Private Jet Flight Revenue driven by strong growth in Phenom and Challenger revenue substantially offsetting planned declines in revenue from legacy fleets.  Revenue from Phenom and Challenger aircraft more than doubled year over year as the owned and leased Phenom and Challenger fleets expanded from 21 aircraft as of March 31, 2025, to 36 aircraft as of March 31, 2026. Total Gross Bookings (the total gross spend on private jet flight services including private jet charter, group charter and cargo services) of $267.2 million, up 10% year over year, driven by growth in the charter businesses.Gross loss of $2.0 million, with results impacted by approximately $5.0 million of fleet modernization expenses.Adjusted Contribution of $14.8 million, and Adjusted Contribution Margin of 8.7%, versus 12.6% in the prior year period. The Company estimates approximately 5 points of year over year margin pressure came from the prior year sale of non-core services businesses (~2 points) and transitory inefficiencies from the fleet transition (~3 points).Net loss of $83.0 million or $(2.29) per share.Adjusted EBITDAR loss of $18.3 million, a 3% improvement over last year, with results pressured by transitory fleet inefficiencies referenced above."The start of 2026 marked a clear inflection point for Wheels Up, as we completed the transition from our legacy programs and fleet to our Signature Program supported by a premium jet fleet comprised exclusively of the most in-demand and efficient aircraft in the industry," said Wheels Up Chief Executive Officer George Mattson.  "With the operation performing at record levels and the complexity of the fleet transition largely behind us — more than a year ahead of schedule — we're focused on driving consistency, efficiency and responsible, profitable growth by increasing demand across both programmatic and charter flights, investing in an exceptional customer experience, and scaling the benefits of our one-of-a-kind strategic partnership with Delta." Agreement for Committed Financing to Fund GrowthThe Company's primary investor group, led by Delta Air Lines, has committed to provide a new $100 million term loan in support of the Company's growth plans, plus capacity to expand the facility by an additional $100 million from new or existing investors.  In addition, Wheels Up has reached agreement in principle to upsize its revolving equipment notes facility by adding a mezzanine tranche of financing arranged by AIP Capital.  This upsized and enhanced aircraft financing facility and additional term loan facility are expected to close during the second quarter and generate an incremental $165 million of liquidity, with the additional unused capacity anticipated to be available to support aircraft investments in future periods."The continued backing of our investors - led by Delta Air Lines - along with the additional new support from AIP Capital, provides the investment capital needed to execute our growth plan and reflects confidence in the progress we're making to build a strong and sustainable business," Mattson continued.  "Since our strategic investment in 2023, the Wheels Up team has driven operational excellence, transformed its offering, strengthened the foundation of the company, and set the stage to accelerate their progress," said Ed Bastian, CEO of Delta Air Lines. "With their fleet transition complete 18 months ahead of schedule, the company's momentum continues to build, and this new financing reflects our confidence in the path ahead for our partnership."Business HighlightsFleet modernization completed 18 months ahead of schedule.  In April, all Citation X and Hawker 400XP aircraft were retired from revenue service.  Premium Phenom and Challenger jets now comprise 100% of Wheels Up's controlled jet fleet and the Company expects to double the size of those fleets between the end of 2025 and 2026.  The completion of the fleet modernization plan is expected to meaningfully enhance cost efficiency, further improve operational reliability, increase fleet utilization, and support the platform's premium positioning.Signature Membership driving strong Phenom and Challenger demand.  The introduction of the Signature Membership product in 2025 continues to support higher customer engagement, increased flying activity, and improved revenue quality.  The Company now has more than 800 Signature members (equaling one-third of its membership base), contributing to meaningful growth in flight activity across the Phenom and Challenger fleets.  Phenom and Challenger revenue more than doubled year over year as the owned and leased Phenom and Challenger fleet expanded from 21 aircraft as of March 31, 2025, to 36 aircraft as of March 31, 2026.Raising the bar on operational excellence. Wheels Up achieved a Completion Rate of 99% (up 2 points year-over-year) and On-Time Performance (A-30, or arrival within 30 minutes of plan) of 81% (up 7 points). Year-to-date, the Company has recorded 68 days (or more than half of all days) with a perfect Completion Rate and no cancellations, including a record streak of 14 days to start 2026.  This level of operational reliability is foundational to supporting and growing a premium membership base and underpins the Company's decision to begin reporting A-30 performance and the percentage of flights impacted by delays longer than three hours as it continues to raise the bar on continuous improvement in operational performance.Unified go-to-market model. In the first quarter, Wheels Up completed the global consolidation of its full range of aviation offerings, private jet membership, global charter, group charter, and hybrid private-commercial itineraries, under a single brand and commercial team.  The integrated model is designed to deliver a more seamless, personalized customer experience while improving coordination across the broader platform.Normalized share count through reverse stock split.  In April, the company completed a 1-for-20 reverse stock split, which reduced its outstanding share count to a level more in line with companies of comparable size.  As a result of this action, the company regained compliance with NYSE listing standards and believes it will meet the criteria for inclusion in the Russell 3000 at the upcoming rebalance.Actions to improve productivity and efficiency.  As previously announced, Wheels Up continues to implement initiatives expected to drive approximately $70 million or more in annual cash cost savings through efficiency, productivity and overhead cost reductions through mid-2026.  The Company has started realizing the early financial benefits of these initiatives, reflected in the double-digit year-over-year reduction in SG&A expenses during the first quarter.Financial and Operating Highlights(1)
Three Months Ended March 31,

(in thousands, except Live Flight Legs, Private Jet Gross Bookings
per Live Flight Leg, Utility and percentages)2026
2025
% ChangeTotal Gross Bookings$      267,167
$      241,902
10 %





Private Jet Gross Bookings$      193,159
$      205,293
(6) %





Live Flight Legs7,793
10,895
(28) %





Private Jet Gross Bookings per Live Flight Leg$        24,786
$        18,843
32 %





Utility(2)37.6
38.1
(1) %





Completion Rate98.9 %
96.9 %
2 pp





On-Time Performance (A-30)82.7 %
74.3 %
8 pp





On-Time Performance (D-60)91.8 %
85.9 %
6 pp





3+ Hour Delay Rate2.0 %
5.0 %
(3) pp 
Three Months Ended March 31,



(In thousands, except percentages)2026
2025
$ Change
% ChangeRevenue$    168,922
$    177,530
$    (8,608)
(5) %Gross loss$       (1,988)
$       (1,104)
$       (884)
(80) %Adjusted Contribution$      14,775
$      22,441
$    (7,666)
(34) %Adjusted Contribution Margin8.7 %
12.6 %
n/a
 (4) ppNet loss$     (82,958)
$     (99,313)
$   16,355
16 %Adjusted EBITDA$     (28,063)
$     (24,150)
$    (3,913)
(16) %Adjusted EBITDAR$     (18,301)
$     (18,792)
$        491
3 %Net cash used in operating activities$     (99,631)
$     (47,924)
$  (51,707)
(108) %__________________(1)For information regarding Wheels Up's use and definitions of our key operating metrics and non-GAAP financial measures, see "Definitions of Key Operating Metrics," "Definitions of Non-GAAP Financial Measures" and "Reconciliations of Non-GAAP Financial Measures" sections herein.(2)For the three months ended March 31, 2026, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 47.6, 56.1 and 29.2 hours, respectively. For the three months ended March 31, 2025, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 34.5, 11.0 and 36.3 hours, respectively.n/a  Not applicableAbout Wheels UpWheels Up is a leading global provider of on-demand private aviation with a large, diverse fleet and a network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and premium commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides cargo services to a range of clients, including individuals and government organizations, via Air Partner Cargo. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit www.wheelsup.com. Cautionary Note Regarding Forward-Looking StatementsThis press release contains certain "forward-looking statements" within the meaning of the U.S. federal securities laws. Forward-looking statements provide current expectations of future circumstances or events based on certain assumptions and include any statement, projection or forecast that does not directly relate to any historical or current fact. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the control of Wheels Up Experience Inc. ("Wheels Up", "we", "us", "our" or the "Company"), that could cause actual results to differ materially from the results discussed in the forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding:  (i) the terms of, Wheels Up's ability to sign and close, and the impact on the Company of, any potential debt financings, including the financings described in this press release, and any potential impacts on the trading prices and trading market for Wheels Up's Class A common stock, $0.0001 par value per share; (ii) Wheels Up's growth plans, market conditions in the private aviation industry and the anticipated success of Wheels Up's sales efforts and service offerings, including its membership program, charter solutions and any future services it may offer; (iii) Wheels Up's ongoing business transformation, including its efforts to scale premium aircraft fleets and dispose of legacy controlled aircraft, reduce costs, and implement operational efficiency and productivity initiatives, and its ability to execute such initiatives on the timelines that it currently anticipates and realize the expected commercial, financial and operational benefits during and after the expected period of transition; (iv) Wheels Up's ability to achieve its financial goals on the most recent schedule that it has announced; (v) Wheels Up's liquidity and capital resources, working capital levels, future cash flows, indebtedness and its ability to perform under its contractual or indebtedness obligations in the future; (vi) the potential benefits or impacts to Wheels Up or its subsidiaries or affiliates from pursuing or completing strategic actions, including, among others, acquisitions, mergers and divestitures, new debt or equity financings, refinancings of existing indebtedness or other obligations and commercial partnerships or arrangements; and (vii) the impacts of general economic and geopolitical conditions on Wheels Up's business and the aviation industry, including due to, among others, changes in interest rates, inflation, foreign currencies, taxes, tariffs and trade policies, domestic and foreign hostilities, government shutdowns or funding changes, and other factors that influence consumer and business spending decisions or cost dynamics. The words "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "future," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. We have identified certain known material risk factors applicable to Wheels Up under Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission ("SEC") on March 10, 2026 and in our other filings with the SEC. It is not always possible for us to predict how new risks and uncertainties that arise from time to time may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, we do not intend to update any of these forward-looking statements after the date of this press release.Use of Non-GAAP Financial MeasuresThis press release includes certain non-GAAP financial measures, such as Adjusted EBITDA, Adjusted EBITDAR, Adjusted Contribution and Adjusted Contribution Margin. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and should not be considered as an alternative to any performance measures derived in accordance with GAAP. Definitions and reconciliations of non-GAAP financial measures to their most comparable GAAP counterparts are included in the sections titled "Definitions of Non-GAAP Financial Measures" and "Reconciliations of Non-GAAP Financial Measures," respectively, in this press release. Wheels Up believes that these non-GAAP financial measures provide useful supplemental information to investors about Wheels Up. However, there are certain limitations related to the use of these non-GAAP financial measures and their nearest GAAP measures, including that they exclude significant expenses that are required to be recorded in Wheels Up's financial measures under GAAP. Other companies may calculate non-GAAP financial measures differently, or may use other measures to calculate their financial performance, and therefore, Wheels Up's non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP financial measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.For more information on these non-GAAP financial measures, see the sections titled "Definitions of Non-GAAP Financial Measures" and "Reconciliations of Non-GAAP Financial Measures" included in this press release.ContactsInvestors:
ir@wheelsup.comMedia:
press@wheelsup.comWHEELS UP EXPERIENCE INCCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited, in thousands except share and per share data) 
Three Months Ended March 31,
Change in
2026
2025
$
%Revenue$    168,922
$    177,530
$    (8,608)
(5) %







Costs and expenses:






Cost of revenue (exclusive of items shown separately below)159,196
158,424
772
— %Technology and development8,739
10,524
(1,785)
(17) %Sales and marketing22,183
22,161
22
— %General and administrative26,837
56,817
(29,980)
(53) %Depreciation and amortization11,714
20,210
(8,496)
(42) %Gain on sale of aircraft held for sale(2,508)
(6,551)
4,043
n/mLoss (gain) on disposal of assets, net117
(3,289)
3,406
n/mTotal costs and expenses226,278
258,296
(32,018)
(12) %







Loss from operations(57,356)
(80,766)
23,410
29 %







Other (expense) income






Loss on extinguishment of debt(17)
(38)
21
n/mInterest income242
1,148
(906)
(79) %Interest expense(25,307)
(19,880)
(5,427)
27 %Other (expense) income, net(11)
301
(312)
n/mTotal other (expense) income(25,093)
(18,469)
(6,624)
36 %







Loss before income taxes(82,449)
(99,235)
16,786
17 %







Income tax expense(509)
(78)
(431)
n/m







Net loss(82,958)
(99,313)
16,355
16 %Less: Net loss attributable to non-controlling interests—
—
—
— %Net loss attributable to Wheels Up Experience Inc.$    (82,958)
$    (99,313)
$    16,355
16 %







Net loss per share of Class A common stock:






Basic and diluted$       (2.29)
$       (2.84)
$       0.55
19 %







Weighted-average shares of Class A common stock outstanding:






Basic and diluted36,149,112
34,913,507
1,235,605
3.5 % WHEELS UP EXPERIENCE INCCONDENSED CONSOLIDATED BALANCE SHEETS(Unaudited, in thousands, except share data) 
March 31, 2026
December 31, 2025ASSETS


Current assets:


Cash and cash equivalents$           54,126
$          133,926Accounts receivable, net32,315
24,249Parts and supplies inventories2,210
11,586Aircraft held for sale22,667
18,463Prepaid expenses27,754
27,091Other current assets25,718
34,042Total current assets164,790
249,357Property and equipment, net263,513
219,729Operating lease right-of-use assets108,035
111,886Goodwill208,665
209,897Intangible assets, net70,097
75,102Restricted cash34,605
30,577Other non-current assets66,537
72,266Total assets$          916,242
$          968,814



LIABILITIES AND EQUITY


Current liabilities:


Current maturities of long-term debt$           21,742
$           19,039Accounts payable22,857
20,443Accrued expenses93,487
104,010Deferred revenue, current687,576
738,852Other current liabilities28,701
25,212Total current liabilities854,363
907,556Long-term debt, net400,340
316,358Operating lease liabilities, non-current116,372
121,067Other non-current liabilities10,857
15,934Total liabilities1,381,932
1,360,915



Equity:


Common Stock, $0.0001 par value; 75,000,000 authorized; 36,322,583 and 36,179,503 issued and
36,228,699 and 36,100,887 shares outstanding as of March 31, 2026 and December 31, 2025, respectively72
72Additional paid-in capital2,031,796
2,020,408Accumulated deficit(2,480,070)
(2,397,112)Accumulated other comprehensive loss(7,452)
(5,633)Treasury stock, at cost, 93,884 and 78,616 shares, respectively(10,037)
(9,836)Total Wheels Up Experience Inc. stockholders' equity(465,691)
(392,101)Non-controlling interests—
—Total equity(465,691)
(392,101)Total liabilities and equity$          916,241
$          968,814 WHEELS UP EXPERIENCE INCCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited, in thousands) 
Three Months Ended March 31,
2026
2025Cash flows from operating activities


Net loss$            (82,958)
$            (99,313)Adjustments to reconcile net loss to net cash used in operating activities:


Depreciation and amortization11,714
20,210Equity-based compensation11,388
12,661Payment-in-kind interest14,063
13,050Amortization of deferred financing costs and debt discount8,996
1,893Reserve for excess and obsolete inventory4,984
—Gain on sale of aircraft held for sale(3,407)
(4,975)Loss (gain) on disposal of assets, net162
(3,229)Impairment of right-of-use assets—
20,218Other449
1,678Changes in assets and liabilities:


Accounts receivable(8,571)
(8,481)Prepaid expenses1,949
(8,324)Other current assets(3,228)
(262)Other non-current assets5,719
1,166Accounts payable2,550
7,760Accrued expenses(14,742)
(6,005)Deferred revenue(53,525)
7,917Other assets and liabilities4,826
(3,888)Net cash used in operating activities(99,631)
(47,924)



Cash flows from investing activities:


Purchases of property and equipment(62,361)
(14,704)Capitalized software development costs(1,935)
(3,338)Purchase of aircraft held for sale—
(3,800)Proceeds from sale of aircraft held for sale, net25,633
33,005Other—
4,950Net cash (used in) provided by investing activities(38,663)
16,113



Cash flows from financing activities:


Purchase of shares for treasury(201)
(109)Proceeds from long-term debt100,738
9,876Repayments of long-term debt(37,080)
(18,451)Payment of debt issuance costs(33)
(2)Net cash provided by (used in) financing activities63,424
(8,686)



Effect of exchange rate changes on cash, cash equivalents and restricted cash(902)
1,092



Net decrease in cash, cash equivalents and restricted cash(75,772)
(39,405)Cash, cash equivalents and restricted cash, beginning of period164,503
246,468Cash, cash equivalents and restricted cash, end of period$             88,731
$           207,063Definitions of Key Operating MetricsDefinitions of our key operating metrics are below. From time to time, we may adjust the definitions and calculations of our key operating metrics to reflect changes in our business or new data types, or to improve the accuracy and usefulness of such metrics. Our calculation of our key operating metrics may not be comparable to similarly titled measures reported by other companies. Total Gross Bookings and Private Jet Gross Bookings.  We define Total Gross Bookings as the total gross spend by our members and customers on all private jet flight services under our membership program and charter offerings, all group charter flights, which are charter flights with 15 or more passengers ("Group Charter Flights"), and all cargo flight services ("Cargo Services"). We believe Total Gross Bookings provides useful information about the scale of the overall global aviation solutions that we provide our members and customers.We define Private Jet Gross Bookings as the total gross spend by our members and customers on all private jet flight services under our membership program and charter offerings (excluding Group Charter Flights and Cargo Services). We believe Private Jet Gross Bookings provides useful information about the aggregate amount our members and customers spend with Wheels Up versus our competitors.For each of Total Gross Bookings and Private Jet Gross Bookings, the total gross spend by our members and customers is the amount invoiced to the member or customer and includes the cost of the flight and related services, such as catering, ground transportation, certain taxes, fees and surcharges. We use Total Gross Bookings and Private Jet Gross Bookings to provide useful information for historical period-to-period comparisons of our business and to identify trends, including relative to our competitors.Live Flight Legs.  We define Live Flight Legs as the number of completed one-way revenue generating private jet flight legs in the applicable period, excluding empty repositioning legs and owner legs related to aircraft under management. We believe Live Flight Legs is a useful metric to measure the scale and usage of our platform and our ability to generate Flight revenue.Private Jet Gross Bookings per Live Flight Leg.  We use Private Jet Gross Bookings per Live Flight Leg to measure the average gross spend by our members and customers on all private jet flight services under our membership program and charter offerings (excluding Group Charter Flights and Cargo Services) for each Live Flight Leg.Utility. We define Utility for the applicable period as the total revenue generating flight hours flown on our controlled aircraft fleet, excluding empty repositioning legs, divided by the monthly average number of available aircraft in our controlled aircraft fleet. Utility is expressed as a monthly average. We measure the revenue generating flight hours for a given flight on our controlled aircraft as the actual flight time from takeoff to landing. We determine the number of aircraft in our controlled aircraft fleet available for revenue generating flights at the end of the applicable month and exclude aircraft then classified as held for sale. We use Utility to measure the efficiency of our operations, our ability to generate a return on our assets and the impact of our fleet modernization strategy.Completion Rate.  We define Completion Rate as the percentage of total scheduled flights operated and completed, excluding customer-initiated flight cancellations.On-Time Performance (A-30).  We define On-Time Performance (A-30) as the percentage of total flights flown that arrived within 30 minutes of the scheduled time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.On-Time Performance (D-60).  We define On-Time Performance (D-60) as the percentage of total flights flown that departed within 60 minutes of the scheduled time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.3+ Hour Delay Rate. We define 3+ Hour Delay Rate as the percentage of total flights flown that were impacted by a departure delay of longer than three hours after the scheduled departure time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.Definitions of Non-GAAP Financial MeasuresAdjusted EBITDA and Adjusted EBITDAR.  We calculate Adjusted EBITDA as Net income (loss) adjusted for (i) Interest income (expense), (ii) Income tax expense, (iii) Depreciation and amortization, (iv) Equity-based compensation expense and (v) other items not indicative of our ongoing operating performance, including but not limited to, restructuring and integration-related charges. We calculate Adjusted EBITDAR as Adjusted EBITDA, as further adjusted for aircraft lease costs.We include Adjusted EBITDA and Adjusted EBITDAR as supplemental measures for assessing operating performance, to be used in conjunction with bonus program target achievement determinations, strategic internal planning, annual budgeting, allocating resources and making operating decisions, and to provide useful information for historical period-to-period comparisons of our business, as each measure removes the effect of certain non-cash expenses and other items not indicative of our ongoing operating performance.Adjusted EBITDAR is included as a supplemental measure, because we believe it provides an alternate presentation to adjust for the effects of financing in general and the accounting effects of capital spending and acquisitions of aircraft, which may be acquired outright, acquired subject to acquisition debt, including under the Revolving Equipment Notes Facility (as defined in our SEC filings), by capital lease or by operating lease, each of which may vary significantly between periods and results in a different accounting presentation.Adjusted Contribution and Adjusted Contribution Margin.  We calculate Adjusted Contribution as Gross profit (loss) excluding Depreciation and amortization and adjusted further for equity-based compensation included in Cost of revenue and other items included in Cost of revenue that are not indicative of our ongoing operating performance. Adjusted Contribution Margin is calculated by dividing Adjusted Contribution by total revenue.We include Adjusted Contribution and Adjusted Contribution Margin as supplemental measures for assessing operating performance and for the following: to be used to understand our ability to achieve profitability over time through scale and leveraging costs; and to provide useful information for historical period-to-period comparisons of our business and to identify trends.Reconciliations of Non-GAAP Financial MeasuresAdjusted EBITDA and Adjusted EBITDARThe following tables reconcile Adjusted EBITDA and Adjusted EBITDAR to Net loss, which is the most directly comparable GAAP measure (in thousands):
Three Months Ended March 31,
2026
2025Net loss$     (82,958)
$     (99,313)Add back (deduct):


Interest expense25,307
19,880Interest income(242)
(1,148)Income tax expense509
78Other expense (income), net11
(301)Depreciation and amortization11,714
20,210Loss (gain) loss on disposal of assets, net117
(3,289)Equity-based compensation expense11,388
12,661Integration and transformation expense(1)494
1,183Fleet modernization expense(2)—
5,147Legacy fleet retirement(3)4,984
—Other(4)613
20,742Adjusted EBITDA$     (28,063)
$     (24,150)Aircraft lease costs(5)9,762
5,358Adjusted EBITDAR$     (18,301)
$     (18,792)__________________(1)Consists of expenses associated with the Company's global integration efforts, including charges for employee separation programs and third-party advisor costs.(2)Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy, as well as certain cash and non-cash costs incurred associated with exiting legacy private jet models.(3)Includes expenses related to the retirement of our legacy aircraft as part of our fleet transition and efficiency and cost reduction initiatives.(4)For the three months ended March 31, 2026, primarily consists of on-going lease costs for our former New York City corporate office space, which we vacated during the first quarter of 2025. For the three months ended March 31, 2025, primarily includes a one-time $20.2 million non-cash pre-tax right-of-use asset impairment charge associated with our former New York City corporate office space.(5)Aircraft lease costs are reflected in Cost of revenue on the condensed consolidated statement of operations for the applicable period.
Refer to "Supplemental Expense Information" below, for further information.Adjusted Contribution and Adjusted Contribution MarginThe following tables reconcile Adjusted Contribution to Gross profit (loss), which is the most directly comparable GAAP measure (in thousands):
Three Months Ended March 31,
2026
2025Revenue$    168,922
$    177,530Less: Cost of revenue(159,196)
(158,424)Less: Depreciation and amortization(11,714)
(20,210)Gross loss(1,988)
(1,104)Gross margin(1.2) %
(0.6) %Add back (deduct):


Depreciation and amortization11,714
20,210Equity-based compensation expense in Cost of revenue50
78Integration and transformation expense  in Cost of revenue(1)15
363Fleet modernization expense in Cost of revenue(2)—
3,057Legacy fleet retirement-related expenses in Cost of revenue(3)4,984
—Other in Cost of revenue(4)—
(163)Adjusted Contribution$     14,775
$     22,441Adjusted Contribution Margin8.7 %
12.6 %__________________(1)Consists of expenses associated with the Company's global integration efforts including charges for employee separation programs.(2)Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy, as well as certain cash and non-cash costs incurred associated with exiting legacy private jet models.(3)Includes expenses related to the retirement of our legacy aircraft as part of our fleet transition and efficiency and cost reduction initiatives.(4)Consists of amounts recovered on Parts and supplies inventory reserved during prior periods related to Parts and supplies inventory deemed in excess after revision of future business needs associated with strategic business initiatives, including fleet modernization.Supplemental Revenue Information(In thousands)Three Months Ended March 31,
Change in2026
2025
$
%Membership$            6,018
$            9,189
$          (3,171)
(35) %Flight143,538
147,568
(4,030)
(3) %Other19,366
20,773
(1,407)
(7) %Total$         168,922
$         177,530
$          (8,608)
(5) %Supplemental Expense Information (In thousands)Three Months Ended March 31, 2026Cost of
revenue
Technology and
development
Sales and
marketing
General and
administrative
TotalEquity-based compensation expense$          50
$         163
$         331
$     10,844
$     11,388Integration and transformation15
32
243
204
494Legacy fleet retirement4,984
—
—
—
4,984Other—
—
—
613
613









(In thousands)Three Months Ended March 31, 2025Cost of
revenue
Technology and
development
Sales and
marketing
General and
administrative
TotalEquity-based compensation expense$          78
$         434
$         241
$     11,908
$     12,661Integration and transformation363
—
500
320
1,183Fleet modernization expense3,057
—
72
2,018
5,147Other(163)
—
—
20,905
20,742    View original content to download multimedia:https://www.prnewswire.com/news-releases/wheels-up-announces-first-quarter-results-and-new-delta-led-financing-302768604.htmlSOURCE Wheels Up Original: Wheels Up Announces First Quarter Results and New Delta-Led Financing

Wheels Up Completes Major Fleet Modernization Milestone 18 Months Ahead of ScheduleApril 29, 2026 6:55 AM
PR Newswire (US)

Company retires legacy jet fleets out of revenue service as it completes transition to exclusively Phenom 300 and Challenger 300 Series operationsATLANTA, April 29, 2026 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP), a leading provider of on-demand private aviation, today announced that it has transitioned its legacy jet fleets out of revenue service approximately 18 months ahead of schedule.







As part of its strategy first announced in October 2023, Wheels Up has transitioned its on-fleet jet operations to exclusively Phenom 300 and Challenger 300 series aircraft in support of its programmatic membership offerings."Achieving this milestone over a year ahead of schedule reflects the focus and discipline behind our fleet modernization strategy," said George Mattson, Chief Executive Officer of Wheels Up. "Retiring our legacy jet fleets from revenue service repositions our offering to a more consistent, premium and operationally efficient experience for our members and customers. We are encouraged by the higher customer satisfaction ratings we are receiving on our Phenom and Challenger offering and remain focused on building a stronger, simpler and more scalable aviation platform."The fleet modernization effort is part of an ongoing transformation of Wheels Up designed to improve all aspects of the customer experience and simplify the Company's product and fleet architecture. By simplifying its fleet operations with two best-in-class jet platforms in the Phenom and Challenger aircraft types, Wheels Up is better positioned to drive scale efficiencies that align fleet availability, efficiency, operating performance and customer demand.Wheels Up will continue to fulfill all existing member commitments, including those associated with legacy Citation X and Hawker 400XP jet aircraft that have been retired, through its safety-vetted network of third-party partner operators. In addition, members and customers will continue to have access to a broad range of charter solutions through the Company's controlled fleet and partner network, and benefits from its strategic relationship with Delta Air Lines, reinforcing Wheels Up's ability to deliver a comprehensive solution for every journey.About Wheels UpWheels Up is a leading global provider of on-demand private aviation with a large, diverse fleet and a network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and premium commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides cargo services to a range of clients, including individuals and government organizations, via Air Partner Cargo. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit www.wheelsup.com.Cautionary Note Regarding Forward-Looking StatementsThis press release contains 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 Wheels Up Experience Inc. ("Wheels Up," "we," "our," and "the Company").  These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of Wheels Up regarding the future, including, without limitation:  (i) Wheels Up's ongoing business transformation, including the execution of its fleet modernization and operational efficiency and productivity initiatives, and its ability to realize the expected commercial, financial and operational benefits during and after the expected period of transition; and (ii) Wheels Up's growth plans and the scalability of its aviation platform, including its ability to realize scale efficiencies and align to customer demand.  The words "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "future," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking.  Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in Wheels Up's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission ("SEC") on March 10, 2026 and the Company's other filings with the SEC from time to time. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, Wheels Up does not intend to update any of these forward-looking statements after the date of this press release.ContactsInvestors:
ir@wheelsup.comMedia:
press@wheelsup.com



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Original: Wheels Up Completes Major Fleet Modernization Milestone 18 Months Ahead of Schedule

Wheels Up Announces Changes to Board of DirectorsApril 24, 2026 6:55 AM
PR Newswire (US)

Delta CFO Erik Snell to Join the Board, Replacing Delta COO Dan JankiTimothy Armstrong to Retire from the Board at the 2026 Annual Meeting of Stockholders and Roger Farah Expected to be Nominated for ElectionATLANTA, April 24, 2026 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP) ("Wheels Up" or the "Company") today announced that Erik Snell, Executive Vice President and Chief Financial Officer of Delta Air Lines, Inc. ("Delta") has been appointed to the Company's Board of Directors (the "Board") as a Delta designee, replacing Dan Janki, Executive Vice President and Chief Operating Officer of Delta. Mr. Snell previously served on the Board from July 2021 to September 2023.







In addition, Timothy Armstrong, after serving two successive three-year terms as an independent director since Wheels Up became a publicly traded company, will not stand for reelection following his current term, which will end at the Company's next annual meeting of stockholders in June (the "Annual Meeting"). The Company's Board currently expects to nominate Roger Farah, a highly respected leader with more than four decades of experience across luxury, retail, and consumer brands, for election at the Annual Meeting to succeed Armstrong."I'm thrilled to welcome Erik back to the Wheels Up Board," said George Mattson, Wheels Up's Chief Executive Officer. "Erik's appointment further underscores the continued strength of our strategic partnership with Delta Air Lines, and Delta's commitment to supporting Wheels Up's continued transformation and long-term growth. I would also like to thank Dan and Tim for their years of service and meaningful contributions to Wheels Up. Their leadership and guidance have been instrumental during a period of significant transformation of our business." Prior to being named Chief Financial Officer of Delta, Snell held a number of senior leadership roles across the organization, including Executive Vice President – Chief Customer Experience Officer. He also previously served as President of Delta Private Jets prior to its acquisition by Wheels Up, as well as on the Wheels Up Board as a Delta designee from July 2021 to September 2023. Janki's departure reflects his recent appointment as Delta's Chief Operating Officer, prior to which he served as Delta's Chief Financial Officer.Farah, whose deep leadership experience includes roles as Chairman of the Board of Tiffany & Co., Co-Chief Executive Officer of Tory Burch, and President and Chief Operating Officer of Ralph Lauren, is expected to be nominated for election to the Board at the Annual Meeting to fill the Board seat currently occupied by Armstrong. Farah also served as a director of Aetna from 2007 until its merger with CVS Health in 2018 and expects to end his tenure as a director of CVS Health in May, where he previously served as Executive Chair of the Board and Independent Chair of the Board. He is also currently a director of The Progressive Corporation and brings decades of public company director experience to his new role on the Wheels Up board."Roger has extensive operating experience building and scaling premium brands that we believe will be invaluable as we continue to establish Wheels Up as a premium private aviation solutions platform, in addition to being a seasoned director with deep governance experience," added Adam Zirkin, Chairman of the Board. "We look forward to benefiting from his strategic perspective as we continue to execute on our transformation plan."The Company anticipates filing a Current Report on Form 8-K and its definitive proxy statement on Schedule 14A for the Annual Meeting (the "Definitive Proxy Statement") with the U.S. Securities and Exchange Commission ("SEC") on April 24, 2026, substantially concurrently with the issuance of this press release, which are expected to contain, among other things, biographical information about Snell and Farah, and information about the Annual Meeting.About Wheels UpWheels Up is a leading global provider of on-demand private aviation with a large, diverse fleet and a network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and premium commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides cargo services to a range of clients, including individuals and government organizations, via Air Partner Cargo. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit www.wheelsup.com.Important Additional Information and Where to Find ItAs referenced in this press release, the proposal related to the anticipated nomination of, among others, Mr. Farah for election to the Board of Wheels Up at the Annual Meeting (such proposal, the "Director Election Proposal") will need to be voted upon by Wheels Up's stockholders at the Annual Meeting, and Wheels Up intends to mail or otherwise make available a definitive proxy statement relating to, among other things, the Director Election Proposal. This communication does not contain all the information that should be considered concerning the Director Election Proposal, and is not intended to form the basis of any voting decision, investment decision or any other decision in respect of the Director Election Proposal. WHEELS UP'S STOCKHOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT (WHEN IT BECOMES AVAILABLE) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE DIRECTOR ELECTION PROPOSAL, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE DIRECTOR ELECTION PROPOSAL AND OTHER PROPOSALS TO BE PRESENTED FOR VOTE AT THE ANNUAL MEETING. Wheels Up's stockholders will also be able to obtain copies of such definitive proxy statement and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov. Copies will also be available at no charge at Wheels Up's Investor Relations website at https://investors.wheelsup.com/financials/sec-filings/default. Participants in the SolicitationWheels Up and its directors, officers and employees may be deemed participants in the solicitation of proxies from Wheels Up's stockholders with respect to the matters to be voted on at the Annual Meeting, including the Director Election Proposal. A list of the names of those directors, officers and employees and a description of their interests is contained in Wheels Up's filings with the SEC, including in Wheels Up's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 10, 2026, which is available free of charge at the SEC's website at www.sec.gov and Wheels Up's Investor Relations website at https://investors.wheelsup.com/financials/sec-filings/default. Additional information regarding the interests of such participants will be contained in the definitive proxy statement for the matters to be voted on at the Annual Meeting, including the Director Election Proposal, when available. Cautionary Note Regarding Forward-Looking StatementsThis press release contains 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 Wheels Up. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of Wheels Up regarding the future, including, without limitation: (i) the impact of changes or potential changes in the composition of the Board and Wheels Up's future plans, strategies and expectations; and (ii) the outcome of the vote on any stockholder voting proposal at the Annual Meeting, including the election of directors. The words "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "future," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in Wheels Up's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 10, 2026 and the Company's other filings with the SEC from time to time. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, Wheels Up does not intend to update any of these forward-looking statements after the date of this press release.Contacts
Investors:
ir@wheelsup.comMedia:
press@wheelsup.com



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Original: Wheels Up Announces Changes to Board of Directors

UP............................https://stockcharts.com/sc3/ui/?s=UP&p=W&b=5&g=0&id=p86431144783

Wheels Up Announces Fourth Quarter ResultsFebruary 19, 2026 6:55 AM
PR Newswire (US)

Significant improvement in Net loss and first-ever positive Adjusted EBITDAR on benefits from fleet transition and cost reduction initiativesOperational reliability reaches record levels in fourth quarterFleet modernization, introduction of Signature Membership, and Delta partnership advance commercial momentumATLANTA, Feb. 19, 2026 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP) today announced financial results for the fourth quarter of 2025. Highlights of the quarter, including GAAP results, non-GAAP financial measures and key operating metrics, are on pages three and four and incorporated herein.







Commentary from Wheels Up's Chief Executive Officer George Mattson about the company's financial and operating results for the fourth quarter ended December 31, 2025 is included in an Investor Letter that can be found on Wheels Up's Investor Relations website at https://investors.wheelsup.com.Fourth Quarter 2025 ResultsPrivate jet Flight revenue was up 4% sequentially from the third quarter and flat year-over-year. Total Revenue of $184 million was flat sequentially and down 10% year-over-year, reflecting discontinued membership programs, lower group charter sales, and the divestiture of non-core services businesses in the third quarter of 2025Net loss of $29 million, a 67% year-over-year improvement driven by a stronger mix of profitable membership and charter flying, exit of unprofitable fleets, early progress toward its $70 million annual run-rate cost reduction target, and one-time gains from aircraft sale-leaseback transactionsPositive Adjusted EBITDA of $33 million, and Adjusted EBITDAR of $37 million, both improving by more than $40 million year-over-yearGross profit of $13 million, with the year-over-year result pressured by approximately $9 million of non-recurring fleet modernization expensesAdjusted Contribution of $35 million, and Adjusted Contribution Margin of 19.1%, roughly flat versus the prior year period, with transitory inefficiencies associated with fleet modernization negatively impacting Adjusted Contribution Margin by approximately 3.5 points in the fourth quarterQuarter-end liquidity of $234 million, including $134 million of cash and cash equivalents, and the company's undrawn $100 million revolving credit facility"Over the past year, we have stabilized private jet revenue, strengthened our revenue mix, invested in operational reliability and fleet modernization, and enhanced the customer experience, driving a meaningful improvement in profitability," said Wheels Up Chief Executive Officer George Mattson. "In 2026, we expect to complete our membership program and fleet transition and fully align our products, services, and operations with our strategy. With a modernized fleet, a stronger mix of corporate and high-value customers, continued operational and cost discipline, and the unique competitive advantages from our Delta partnership, we are advancing toward our long-term objective of sustainable, profitable growth."Business highlightsContinued operational excellence underpins financial progress. Wheels Up delivered a Completion Rate of 99%, up 1 point year-over-year, and On-Time Performance (D-60) of 91%, up 4 points from the prior period. The company achieved 24 brand days in the quarter, days with a perfect Completion Rate and no cancellations, including six out of the seven busiest days during the Christmas holiday period - providing a best-in-class experience for customers.New go-to-market model, fully integrating the company's global aviation platform under one brand. Wheels Up has unified its full range of customer offerings under a single brand and organizational structure. The newly integrated commercial model will provide a single, personalized team to manage private aviation membership, global private charter, group charter, and hybrid private-commercial itineraries. This approach fully realizes and delivers the breadth of the Wheels Up portfolio and reinforces the company's commitment to a more personalized, customer-centric, end-to-end aviation experience.Complete fleet transition expected by year end. Premium Phenom and Challenger jets comprised approximately 40% of Wheels Up's controlled jet fleet at quarter end. The company has continued to add to these fleets in 2026 and expects its fleet transformation will be completed ahead of its original mid-2027 timeline. The company also expects that approximately half of its premium jet fleet will have new livery and interior work completed or in process by the end of 2026.Robust customer response to the Signature Membership program. In September, the company introduced the Wheels Up Signature Membership, a premium membership for its Challenger and Phenom fleets. Customer response to this new product has been positive and the company has already sold over 600 Signature Memberships since launch. These memberships represented more than 40% of total Membership Fund sales for the quarter, with approximately 25% of sales from new customers.Corporate membership growth reflects unique advantage of Delta partnership. For the fourth quarter, corporate Membership Fund sales grew 35% year-over-year. Corporate membership was our fastest growing segment and represented 40% of Membership Fund sales for the quarter.High-speed satellite Wi-Fi installation begins. The company has begun installation of streaming-quality satellite Wi-Fi on its Phenom and Challenger fleets. Given strong customer reaction, the company is accelerating its installation timeline and expects to have nearly all of its fleet equipped by the end of the year. Strategic sale-leaseback transaction. In December, the company executed a sale-leaseback transaction with an institutional capital provider for three Challenger and seven Phenom aircraft, consistent with its longer-term strategy of optimizing its mix of owned and leased aircraft. With long-term operating leases in place, the company will continue to operate the aircraft, all of which have or will be painted, branded, refurbished, and equipped with streaming-quality satellite Wi-Fi. The transaction generated a one-time gain on sale of approximately $24 million and net cash proceeds of approximately $30 million. The cash proceeds and incremental borrowing capacity unlocked by the transaction are expected to support Wheels Up's planned 2026 aircraft acquisitions.Financial and Operating Highlights
Three Months Ended December 31,


2025
2024
% ChangeTotal Gross Bookings(1)$          269,024
$          313,861
(14) %





Private Jet Gross Bookings(1)$          210,590
$          212,395
(1) %





Live Flight Legs10,235
12,731
(20) %





Private Jet Gross Bookings per Live Flight Leg     $            20,575
$            16,683
23 %





Utility(2)41.0
41.1
— %





Completion Rate99 %
98 %
1 pp





On-Time Performance (D-60)91 %
87 %
4 pp




Year Ended December 31,


2025
2024
% ChangeTotal Gross Bookings(1)$       1,039,501
$       1,043,826
— %





Private Jet Gross Bookings(1)$          833,904
$          810,133
3 %





Live Flight Legs44,694
50,116
(11) %





Private Jet Gross Bookings per Live Flight Leg$            18,658
$            16,165
15 % 
Three Months Ended December 31,



(In thousands, except percentages)2025
2024
$ Change
% ChangeRevenue$           183,842
$           204,815
$     (20,973)
(10) %Gross profit$             12,799
$             15,475
$       (2,676)
(17) %Adjusted Contribution$             35,058
$             39,616
$       (4,558)
(12) %Adjusted Contribution Margin19.1 %
19.3 %
n/a
         (0.2) ppNet loss$            (28,875)
$            (87,538)
$      58,663
(67) %Adjusted EBITDA$             32,928
$            (11,307)
$      44,235
n/mAdjusted EBITDAR$             36,908
$              (3,174)
$      40,082
n/m








Year Ended December 31,



(In thousands, except percentages)     2025
2024
$ Change
% ChangeRevenue$           736,495
$           792,104
$     (55,609)
(7) %Gross profit$             12,569
$               2,483
$      10,086
n/mAdjusted Contribution$           104,069
$             85,687
$      18,382
21 %Adjusted Contribution Margin14.1 %
10.8 %
n/a
       3.3 ppNet loss$          (294,217)
$          (339,635)
$      45,418
(13) %Adjusted EBITDA$            (43,483)
$          (117,873)
$      74,390
63 %Adjusted EBITDAR$            (26,654)
$            (84,613)
$      57,959
68 %Net cash used in operating activities(3)$          (166,295)
$            (77,888)
$     (88,407)
n/m__________________


For information regarding Wheels Up's use and definitions of our key operating metrics and non-GAAP financial measures, see "Definitions of Key Operating Metrics," "Definitions of Non-GAAP Financial Measures" and "Reconciliations of Non-GAAP Financial Measures" sections herein.(1)In thousands.(2)For the three months ended December 31, 2025, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 60.7, 48.1 and 30.8 hours, respectively. Utility for the three months ended December 31, 2024 reflects the inclusion of 17 Embraer Phenom 300 series aircraft from November 13, 2024 to the end of the respective period and zero Challenger 300 series aircraft.(3)During the years ended December 31, 2025 and 2024, we sold $576.0 million and $595.4 million, respectively, of Membership Funds.
n/m           Not meaningfulAbout Wheels UpWheels Up is a leading global provider of on-demand private aviation with a large, diverse fleet and a network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and premium commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides cargo services to a range of clients, including individuals and government organizations, via Air Partner Cargo. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit www.wheelsup.com. Cautionary Note Regarding Forward-Looking StatementsThis press release contains certain "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements provide current expectations of future circumstances or events based on certain assumptions and include any statement, projection or forecast that does not directly relate to any historical or current fact. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the control of Wheels Up Experience Inc. ("Wheels Up", "we", "us", "our" or the "Company"), that could cause actual results to differ materially from the results discussed in the forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding:  (i) Wheels Up's growth plans, the size, demand, competition in and growth potential of the markets for Wheels Up's service offerings and the degree of market adoption of Wheels Up's membership program, charter offerings and any future services it may offer; (ii) the potential impact of Wheels Up's cost reduction and operational efficiency and productivity initiatives on its business and results of operations, including timing, magnitude and possible effects on liquidity levels and working capital; (iii) Wheels Up's fleet modernization strategy, its ability to execute such strategy on the timeline that it currently anticipates and the expected commercial, financial and operational impacts to Wheels Up, including due to changes in the market for purchases and sales of aircraft; (iv) Wheels Up's liquidity and future cash flows, certain restrictions related to its indebtedness obligations and its ability to perform under its contractual and indebtedness obligations; (v) Wheels Up's ability to achieve its financial goals in the future on the most recent schedule that it has announced; (vi) the potential impacts or benefits from pursuing strategic actions involving Wheels Up or its subsidiaries or affiliates, including, among others, acquisitions and divestitures, new debt or equity financings, refinancings of existing indebtedness, stock repurchases and commercial partnerships or arrangements; and (vii) the impacts of general economic and geopolitical conditions on Wheels Up's business and the aviation industry, including due to, among others, fluctuations in interest rates, inflation, foreign currencies, taxes, tariffs and trade policies, government shutdowns or funding changes, and consumer and business spending decisions. The words "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "future," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. We have identified certain known material risk factors applicable to Wheels Up in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission ("SEC") on March 11, 2025 ("2024 Annual Report") and our other filings with the SEC. It is not always possible for us to predict how new risks and uncertainties that arise from time to time may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, we do not intend to update any of these forward-looking statements after the date of this press release.Use of Non-GAAP Financial MeasuresThis press release includes certain non-GAAP financial measures, such as Adjusted EBITDA, Adjusted EBITDAR, Adjusted Contribution and Adjusted Contribution Margin. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and should not be considered as an alternative to any performance measures derived in accordance with GAAP. Definitions and reconciliations of non-GAAP financial measures to their most comparable GAAP counterparts are included in the sections titled "Definitions of Non-GAAP Financial Measures" and "Reconciliations of Non-GAAP Financial Measures," respectively, in this press release. Wheels Up believes that these non-GAAP financial measures provide useful supplemental information to investors about Wheels Up. However, there are certain limitations related to the use of these non-GAAP financial measures and their nearest GAAP measures, including that they exclude significant expenses that are required to be recorded in Wheels Up's financial measures under GAAP. Other companies may calculate non-GAAP financial measures differently, or may use other measures to calculate their financial performance, and therefore, Wheels Up's non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP financial measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.For more information on these non-GAAP financial measures, see the sections titled "Definitions of Non-GAAP Financial Measures" and "Reconciliations of Non-GAAP Financial Measures" included in this press release.ContactsInvestors:
ir@wheelsup.com Media:
press@wheelsup.com WHEELS UP EXPERIENCE INCCONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited, in thousands except share and per share data)

Three Months Ended December 31,
Change in
2025
2024
$
%Revenue$        183,842
$      204,815
$      (20,973)
(10) %







Costs and expenses:






Cost of revenue (exclusive of items shown separately below)157,498
176,266
(18,768)
(11) %Technology and development8,710
9,486
(776)
(8) %Sales and marketing20,013
21,371
(1,358)
(6) %General and administrative26,269
38,350
(12,081)
(32) %Depreciation and amortization13,545
13,074
471
4 %Gain on sale of aircraft held for sale(39,272)
(1,942)
(37,330)
n/m(Gain) loss on disposal of assets, net(1,211)
3,295
(4,506)
n/mTotal costs and expenses185,552
259,900
(74,348)
(29) %







Loss from operations(1,710)
(55,085)
53,375
(97) %







Other income (expense):






Gain (loss) on divestiture(152)
357
(509)
n/mLoss on extinguishment of debt(40)
(14,914)
14,874
n/mChange in fair value of warrant liability—
(17)
17
n/mInterest income405
922
(517)
(56) %Interest expense(24,996)
(18,089)
(6,907)
38 %Other income (expense), net(1,248)
(218)
(1,030)
n/mTotal other income (expense)(26,031)
(31,959)
5,928
(19) %







Loss before income taxes(27,741)
(87,044)
59,303
(68) %







Income tax expense(1,134)
(494)
(640)
n/m







Net loss(28,875)
(87,538)
58,663
(67) %Less: net income (loss) attributable to non-controlling interests—
—
—
— %Net loss attributable to Wheels Up Experience Inc.$        (28,875)
$      (87,538)
$        58,663
(67) %







Net loss per share of Class A common stock:






Basic and Diluted$            (0.04)
$          (0.13)
$            0.09
(68) %







Weighted-average shares of Class A common stock outstanding:     






Basic and Diluted721,809,784
697,836,353
23,973,431
3 % WHEELS UP EXPERIENCE INCCONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited, in thousands except share and per share data)

Year Ended December 31,
Change in
2025
2024
$
%Revenue$         736,495
$         792,104
$      (55,609)
(7) %







Costs and expenses:






Cost of revenue (exclusive of items shown separately below)662,755
733,075
(70,320)
(10) %Technology and development38,762
40,690
(1,928)
(5) %Sales and marketing88,643
84,317
4,326
5 %General and administrative145,300
137,594
7,706
6 %Depreciation and amortization61,171
56,546
4,625
8 %Gain on sale of aircraft held for sale(51,763)
(4,622)
(47,141)
n/m(Gain) loss on disposal of assets, net(4,960)
3,295
(8,255)
n/mTotal costs and expenses939,908
1,050,895
(110,987)
(11) %







Loss from operations(203,413)
(258,791)
55,378
21 %







Other income (expense):






Gain on divestiture1,681
2,003
(322)
n/mLoss on extinguishment of debt(119)
(17,714)
17,595
n/mChange in fair value of warrant liability—
(8)
8
n/mInterest income3,020
2,170
850
39 %Interest expense(90,470)
(65,352)
(25,118)
38 %Other income (expense), net(1,413)
(717)
(696)
n/mTotal other income (expense)(87,301)
(79,618)
(7,683)
(10) %







Loss before income taxes(290,714)
(338,409)
47,695
(14) %







Income tax expense(3,503)
(1,226)
(2,277)
n/m







Net loss(294,217)
(339,635)
45,418
(13) %Less: net income (loss) attributable to non-controlling interests—
—
—
— %Net loss attributable to Wheels Up Experience Inc.$       (294,217)
$       (339,635)
$        45,418
(13) %







Net loss per share of Class A common stock:






Basic and Diluted$             (0.42)
$             (0.49)
$            0.07
(14) %







Weighted-average shares of Class A common stock outstanding:     






Basic and Diluted705,991,790
697,713,626
8,278,164
1 % WHEELS UP EXPERIENCE INCCONSOLIDATED BALANCE SHEETS(Unaudited, in thousands, except share data)

December 31, 2025
December 31, 2024ASSETS


Current assets:


Cash and cash equivalents$              133,926
$              216,426Accounts receivable, net24,249
32,316Other receivables1,493
1,182Parts and supplies inventories, net11,586
12,177Aircraft held for sale18,463
35,663Prepaid expenses27,091
23,546Other current assets32,549
10,759Total current assets249,357
332,069Property and equipment, net219,729
348,339Operating lease right-of-use assets111,886
56,911Goodwill209,897
217,045Intangible assets, net75,102
96,904Restricted cash30,577
30,042Other non-current assets72,266
76,701Total assets$              968,814
$           1,158,011



LIABILITIES AND EQUITY


Current liabilities:


Current maturities of long-term debt$                19,039
$                31,748Accounts payable20,443
29,977Accrued expenses104,010
89,484Deferred revenue, current738,852
749,432Operating lease liabilities, current16,891
13,953Intangible liabilities, current1,525
1,525Other current liabilities6,796
1,165Total current liabilities907,556
917,284Long-term debt, net316,358
376,308Deferred revenue, non-current—
180Operating lease liabilities, non-current121,067
50,810Warrant liability20
20Intangible liabilities, non-current7,626
9,152Other non-current liabilities8,288
485Total liabilities1,360,915
1,354,239



Mezzanine equity:


Executive performance award—
5,881Total mezzanine equity—
5,881



Stockholders' equity:


Common stock, $0.0001 par value; 1,500,000,000 authorized; 723,590,076     
and 698,342,097 shares issued and 722,017,754 and 697,902,646 shares
outstanding as of as of December 31, 2025 and December 31, 2024,
respectively72
70Additional paid-in capital2,020,408
1,921,581Accumulated deficit(2,397,112)
(2,102,895)Accumulated other comprehensive loss(5,633)
(12,662)Treasury stock, at cost, 1,572,322 and 439,451 shares, respectively(9,837)
(8,203)Total Wheels Up Experience Inc. stockholders' equity(392,101)
(202,109)Non-controlling interests—
—Total stockholders' equity(392,101)
(202,109)Total liabilities and equity$              968,814
$           1,158,011 WHEELS UP EXPERIENCE INCCONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited, in thousands)

Year Ended December 31,
2025
2024Cash flows from operating activities:


Net loss$                (294,217)
$                (339,635)Adjustments to reconcile net loss to net cash used in operating activities:     


Depreciation and amortization61,171
56,546Amortization of deferred financing costs and debt discount17,522
8,711Payment in kind interest54,216
43,412Equity-based compensation45,430
45,977Reserve for excess and obsolete inventory3,622
12,063Impairment of lease related assets20,195
—Loss on extinguishment of debt119
17,714Gain on sale of aircraft held for sale(55,217)
(4,622)Other(13,839)
(2,060)Changes in assets and liabilities:


Accounts receivable2,528
2,794Other receivables(309)
4,349Parts and supplies inventories(3,173)
2,861Prepaid expenses(618)
30,117Other non-current assets5,774
33,803Accounts payable(9,252)
(2,882)Accrued expenses13,979
(11,233)Deferred revenue(12,959)
25,383Other assets and liabilities(1,267)
(1,186)Net cash used in operating activities(166,295)
(77,888)



Cash flows from investing activities:


Purchases of property and equipment(93,629)
(122,811)Capitalized software development costs(11,469)
(15,021)Proceeds from sale of divested business20,689
7,894Purchases of aircraft held for sale(11,760)
(2,408)Proceeds from sale of aircraft held for sale, net271,587
85,560Other4,950
105Net cash (used in) provided by investing activities180,368
(46,681)



Cash flows from financing activities:


Proceeds from sales of shares of Common Stock47,517
—Purchase of shares for treasury(1,633)
(485)Proceeds from long-term debt65,743
327,201Payment of debt issuance costs(152)
(1,594)Repayments of long-term debt(209,988)
(246,460)Net cash (used in) provided by financing activities(98,513)
78,662



Effect of exchange rate changes on cash2,475
(450)



Net decrease in cash, cash equivalents and restricted cash(81,965)
(46,357)Cash, cash equivalents and restricted cash, beginning of period246,468
292,825Cash, cash equivalents and restricted cash, end of period$                  164,503
$                  246,468Definitions of Key Operating MetricsDefinitions of our key operating metrics are below. From time to time, we may adjust the definitions and calculations of our key operating metrics to reflect changes in our business or new data types, or to improve the accuracy and usefulness of such metrics. Our calculation of our key operating metrics may not be comparable to similarly titled measures reported by other companies.Total Gross Bookings and Private Jet Gross Bookings. We define Total Gross Bookings as the total gross spend by our members and customers on all private jet flight services under our membership program and charter offerings, all group charter flights, which are charter flights with 15 or more passengers ("Group Charter Flights"), and all cargo flight services ("Cargo Services"). We believe Total Gross Bookings provides useful information about the scale of the overall global aviation solutions that we provide our members and customers.We define Private Jet Gross Bookings as the total gross spend by our members and customers on all private jet flight services under our membership program and charter offerings (excluding Group Charter Flights and Cargo Services). We believe Private Jet Gross Bookings provides useful information about the aggregate amount our members and customers spend with Wheels Up versus our competitors.For each of Total Gross Bookings and Private Jet Gross Bookings, the total gross spend by our members and customers is the amount invoiced to the member or customer and includes the cost of the flight and related services, such as catering, ground transportation, certain taxes, fees and surcharges. We use Total Gross Bookings and Private Jet Gross Bookings for historical period-to-period comparisons of our business and to identify trends, including relative to our competitors.Live Flight Legs. We define Live Flight Legs as the number of completed one-way revenue generating private jet flight legs in the applicable period, excluding empty repositioning legs, Group Charter Flights and Cargo Services. We believe Live Flight Legs is a useful metric to measure the scale and usage of our platform, and our ability to generate Flight revenue.Private Jet Gross Bookings per Live Flight Leg. We use Private Jet Gross Bookings per Live Flight Leg to measure the average gross spend by our members and customers on all private jet flight services under our membership program and charter offerings for each Live Flight Leg.Utility. We define Utility for the applicable period as the total revenue generating flight hours flown on our controlled aircraft fleet, excluding empty repositioning legs, divided by the monthly average number of available aircraft in our controlled aircraft fleet. Utility is expressed as a monthly average. We measure the revenue generating flight hours for a given flight on our controlled aircraft as the actual flight time from takeoff to landing. We determine the number of aircraft in our controlled aircraft fleet available for revenue generating flights at the end of the applicable month and exclude aircraft then classified as held for sale. We use Utility to measure the efficiency of our operations, our ability to generate a return on our assets and the impact of our fleet modernization strategy.Completion Rate. We define Completion Rate as the percentage of total scheduled flights operated and completed, excluding customer-initiated flight cancellations.On-Time Performance (D-60). We define On-Time Performance (D-60) as the percentage of total flights flown that departed within 60 minutes of the scheduled time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.Beginning with the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2025, we changed the presentation of Completion Rate and On-Time Performance (D-60) to include wholesale flights, which we believe better aligns those metrics to information that we use internally to evaluate our operations and reported Live Flight Legs, which includes wholesale flights. Completion Rate and On-Time Performance (D-60) for the three months ended December 31, 2025 and 2024 reported in the table above includes wholesale flights, which were previously excluded from such metrics in the Company's filings with the SEC beginning with the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2024 through and including the 2024 Annual Report. Completion Rate and On-Time Performance (D-60) reported in the Company's previously filed 2024 Annual Report, which excluded wholesale flight activity, were 98% and 80%, respectively.Definitions of Non-GAAP Financial MeasuresAdjusted EBITDA and Adjusted EBITDAR.  We calculate Adjusted EBITDA as Net income (loss) adjusted for (i) Interest income (expense), (ii) Income tax expense, (iii) Depreciation and amortization, (iv) Equity-based compensation expense, (v) Acquisition and integration related expenses and (vi) other items not indicative of our ongoing operating performance, including but not limited to, restructuring charges. We calculate Adjusted EBITDAR as Adjusted EBITDA, as further adjusted for aircraft lease costs.We include Adjusted EBITDA and Adjusted EBITDAR as supplemental measures for assessing operating performance, to be used in conjunction with bonus program target achievement determinations, strategic internal planning, annual budgeting, allocating resources and making operating decisions, and to provide useful information for historical period-to-period comparisons of our business, as each measure removes the effect of certain non-cash expenses and other items not indicative of our ongoing operating performance.Adjusted EBITDAR is included as a supplemental measure, because we believe it provides an alternate presentation to adjust for the effects of financing in general and the accounting effects of capital spending and acquisitions of aircraft, which may be acquired outright, acquired subject to acquisition debt, including under the Revolving Equipment Notes Facility, by capital lease or by operating lease, each of which may vary significantly between periods and results in a different accounting presentation.Adjusted Contribution and Adjusted Contribution Margin. We calculate Adjusted Contribution as Gross profit (loss) excluding Depreciation and amortization and adjusted further for equity-based compensation included in Cost of revenue and other items included in Cost of revenue that are not indicative of our ongoing operating performance. Adjusted Contribution Margin is calculated by dividing Adjusted Contribution by total Revenue.We include Adjusted Contribution and Adjusted Contribution Margin as supplemental measures for assessing operating performance and for the following: to be used to understand our ability to achieve profitability over time through scale and leveraging costs; and to provide useful information for historical period-to-period comparisons of our business and to identify trends.Reconciliations of Non-GAAP Financial MeasuresAdjusted EBITDA and Adjusted EBITDARThe following tables reconcile Adjusted EBITDA and Adjusted EBITDAR to Net loss, which is the most directly comparable GAAP measure (in thousands):
Three Months Ended
December 31,
Year Ended December 31,
2025
2024
2025
2024Net loss$    (28,875)
$    (87,538)
$  (294,217)
$  (339,635)Add back (deduct):






Interest expense24,996
18,089
90,470
65,352Interest income(405)
(922)
(3,020)
(2,170)Income tax expense1,134
494
3,503
1,226Other expense, net1,248
218
1,413
717Depreciation and amortization13,545
13,074
61,171
56,546Change in fair value of warrant liability—
17
—
8(Gain) loss on divestiture152
(357)
(1,681)
(2,003)(Gain) loss on disposal of assets, net(1,211)
3,295
(4,960)
3,295Equity-based compensation expense11,975
12,613
45,430
45,977Integration and transformation expense(1)1,021
—
5,253
—Fleet modernization expense(2)9,008
28,135
30,824
28,135Restructuring charges(3)—
365
—
7,850Atlanta Member Operations Center set-up expense(4)    —
—
—
3,481Certificate consolidation expense(5)—
794
—
6,749Other(6)340
416
22,331
6,599Adjusted EBITDA$      32,928
$    (11,307)
$    (43,483)
$  (117,873)Aircraft lease costs(7)3,980
8,133
16,829
33,260Adjusted EBITDAR$      36,908
$      (3,174)
$    (26,654)
$    (84,613)__________________

(1)Consists of expenses associated with the Company's global integration efforts, including charges for employee separation programs and third-party advisor costs.(2)Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy, as well as certain cash and non-cash costs incurred associated with exiting legacy private jet models.(3)Includes charges for contract termination fees and employee separation programs as part of our cost reduction and strategic business initiatives.(4)Consists of expenses associated with establishing our Member Operations Center located in the Atlanta, Georgia area ("Atlanta Member Operations Center") and its operations primarily including redundant operating expenses during the transition period, relocation expenses for employees and costs associated with onboarding new employees. The Atlanta Member Operations Center began operating on May 15, 2023.(5)Consists of expenses incurred to execute the consolidation of our U.S. Federal Aviation Administration ("FAA") operating certificates, primarily related to pilot training and retention programs, and consultancy fees associated with planning and implementing the consolidation process.(6)For the year ended December 31, 2025, primarily includes a one-time $20.2 million non-cash pre-tax right-of-use asset impairment charge associated with vacating our former New York City corporate office space for a smaller, centralized location and related on-going lease costs for the vacated space while we seek a sublease tenant. For the year ended December 31, 2024, includes (i) collections of certain aged receivables which were added back to Net loss in the reconciliation presented for the year ended December 31, 2022, (ii) reserves and/or write-off of certain aged receivables associated with the aircraft management business which was divested on September 30, 2023, (iii) expenses associated with litigation matters and (iv) amounts reserved during the second quarter of 2024 related to Parts and supplies inventory deemed in excess after revision of future business needs associated with strategic business initiatives.(7)Aircraft lease costs are reflected in Cost of revenue on the consolidated statement of operations for the applicable period.
Refer to "Supplemental Expense Information" below, for further information. Adjusted Contribution and Adjusted Contribution MarginThe following tables reconcile Adjusted Contribution to Gross profit, which is the most directly comparable GAAP measure (in thousands):
Three Months Ended
December 31,
Year Ended December 31,
2025
2024
2025
2024Revenue$     183,842
$     204,815
$    736,495
$    792,104Less: Cost of revenue(157,498)
(176,266)
(662,755)
(733,075)Less: Depreciation and amortization(13,545)
(13,074)
(61,171)
(56,546)Gross profit 12,799
15,475
12,569
2,483Gross margin7.0 %
7.6 %
1.7 %
0.3 %Add back (deduct):






Depreciation and amortization13,545
13,074
61,171
56,546Equity-based compensation expense in Cost of revenue     71
131
273
2,228Integration and transformation expense in Cost of
revenue(1)424
—
3,310
—Fleet modernization expense in Cost of revenue(2)8,981
10,033
28,444
10,033Restructuring charges in Cost of revenue(3)—
109
—
3,984Atlanta Member Operations Center set-up expense in
Cost of revenue(4)—
—
—
1,860Certificate consolidation expense in Cost of revenue(5)—
794
—
5,297Other in Cost of revenue(6)(762)
—
(1,698)
3,256Adjusted Contribution$       35,058
$       39,616
$    104,069
$      85,687Adjusted Contribution Margin19.1 %
19.3 %
14.1 %
10.8 %__________________

(1)Consists of expenses associated with the Company's global integration efforts including charges for employee separation programs.(2)Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy, as well as certain cash and non-cash costs incurred associated with exiting legacy private jet models.(3)Primarily includes charges for employee separation programs as part of our ongoing cost reduction and strategic business initiatives.(4)Consists of expenses associated with establishing the Atlanta Member Operations Center and its operations primarily including redundant operating expenses during the transition period, relocation expenses for employees and costs associated with onboarding new employees. The Atlanta Member Operations Center began operating on May 15, 2023.(5)Consists of expenses incurred to execute the consolidation of our FAA operating certificates, primarily including pilot training and retention programs and consultancy fees associated with planning and implementing the consolidation process.(6)Consists of amounts recovered on Parts and supplies inventory reserved during prior periods related to Parts and supplies inventory deemed in excess after revision of future business needs associated with strategic business initiatives, including fleet modernization. Supplemental Revenue Information(In thousands)     Three months ended December 31,
Change in2025
2024
$
%Membership$                  5,911
$                11,483
$                (5,572)
(49) %Flight161,621
163,897
(2,276)
(1) %Other16,310
29,435
(13,125)
(45) %Total$              183,842
$              204,815
$              (20,973)
(10) %
(In thousands)Year ended December 31,
Change in2025
2024
$
%Membership$                28,887
$                57,614
$              (28,727)
(50) %Flight622,688
633,865
(11,177)
(2) %Other84,920
100,625
(15,705)
(16) %Total$              736,495
$              792,104
$              (55,609)
(7) % Supplemental Expense Information(In thousands)Three Months Ended December 31, 2025Cost of
revenue
Technology
and
development
Sales and
marketing
General and
administrative  
TotalEquity-based compensation expense     $                71
$              195
$              349
$           11,360
$        11,975Integration and transformation424
284
73
240
1,021Fleet modernization expense8,981
—
—
27
9,008Other(762)
—
—
1,102
340



















(In thousands)Year Ended December 31, 2025Cost of
revenue
Technology
and
development
Sales and
marketing
General and
administrative
TotalEquity-based compensation expense$              273
$           1,365
$           1,139
$            42,653
$        45,430Integration and transformation3,310
284
573
1,086
5,253Fleet Modernization28,444
—
72
2,308
30,824Other(1,698)
—
—
24,029
22,331 (In thousands)Three Months Ended December 31, 2024Cost of
revenue
Technology
and
development
Sales and
marketing
General and
administrative
TotalEquity-based compensation expense$               131
$               421
$               233
$          11,828
$          12,613Restructuring charges109
—
—
256
365Fleet modernization expense(1)10,033
—
33
3,666
28,135Certificate consolidation expense794
—
—
—
794Other—
—
—
416
416









(In thousands)Year Ended December 31, 2024Cost of
revenue
Technology
and
development
Sales and
marketing
General and
administrative
TotalEquity-based compensation expense$            2,228
$            1,302
$               661
$          41,786
$          45,977Restructuring charges3,984
—
1,648
2,218
7,850Fleet modernization expense(1)10,033
—
33
3,666
28,135Atlanta Member Operations Center set-up expense1,860
—
—
1,621
3,481Certificate consolidation expense5,297
—
—
1,452
6,749Other3,256
—
—
3,343
6,599__________________

(1)Total Fleet modernization expense includes loss on debt extinguishment of $14.4 million for the three and twelve months December 31, 2024 associated with the redemption in-full of the Company's former 2022 equipment notes on November 13, 2024. 



View original content to download multimedia:https://www.prnewswire.com/news-releases/wheels-up-announces-fourth-quarter-results-302692176.htmlSOURCE Wheels Up

Original: Wheels Up Announces Fourth Quarter Results

Wheels Up Announces Date of Fourth Quarter 2025 Earnings ReleaseFebruary 5, 2026 8:00 AM
PR Newswire (US)

ATLANTA, Feb. 5, 2026 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP) today announced that it will release its fourth quarter 2025 financial results on Thursday, February 19, 2026.







Earnings materials will be available on the Wheels Up investor relations website at investors.wheelsup.com.About Wheels UpWheels Up is a leading global provider of on-demand private aviation with a large, diverse fleet and a network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and premium commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides cargo services to a range of clients, including individuals and government organizations, via Air Partner Cargo. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit www.wheelsup.com. ContactsInvestors:
ir@wheelsup.comMedia:
press@wheelsup.com



View original content to download multimedia:https://www.prnewswire.com/news-releases/wheels-up-announces-date-of-fourth-quarter-2025-earnings-release-302679184.htmlSOURCE Wheels Up

Original: Wheels Up Announces Date of Fourth Quarter 2025 Earnings Release

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