Form 8-K

8-K — Wheels Up Experience Inc.

Accession: 0001628280-26-028101

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0001819516

SIC: 4522 (AIR TRANSPORTATION, NONSCHEDULED)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — up-20260429.htm (Primary)

EX-99.1 (ex-991xupxpressreleasedate.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: up-20260429.htm · Sequence: 1

up-20260429

0001819516FALSE00018195162026-04-292026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 29, 2026

WHEELS UP EXPERIENCE INC.

(Exact name of registrant as specified in its charter)

Delaware 001-39541 98-1617611

(State or other jurisdiction (Commission (I.R.S. Employer

of incorporation) File Number) Identification No.)

2135 American Way

Chamblee, Georgia

30341

(Address of principal executive offices) (Zip Code)

(212) 257-5252

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, $0.0001 par value per share UP New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On April 29, 2026, Wheels Up Experience Inc. (the “Company”) issued a press release regarding the retirement of legacy jet aircraft fleets in furtherance of its fleet modernization strategy. A copy of such press release is furnished as Exhibit 99.1 hereto and incorporated by reference in this Item 7.01 of this Current Report on Form 8-K (this “Current Report”).

The information in Item 7.01 of this Current Report and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report and Exhibit 99.1 furnished herewith contain certain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside of the control of the Company. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of the Company regarding the future, including, without limitation: (i) the Company’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) the Company’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 the Company'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, the Company does not intend to update any of these forward-looking statements after the date of this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1

Press Release, dated April 29, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WHEELS UP EXPERIENCE INC.

Date: April 29, 2026

By: /s/ George Mattson

Name: George Mattson

Title: Chief Executive Officer

EX-99.1

Filename: ex-991xupxpressreleasedate.htm · Sequence: 2

Document

Exhibit 99.1

Wheels Up Completes Major Fleet Modernization Milestone

18 Months Ahead of Schedule

Company retires legacy jet fleets out of revenue service as it completes transition to exclusively

Phenom 300 and Challenger 300 Series operations

ATLANTA, 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 Up

Wheels 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 Statements

This 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.

Contacts

Investors:

ir@wheelsup.com

Media:

press@wheelsup.com

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