UP / Wheels Up Experience Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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): August 29, 2025 WHEELS UP EXPERIE

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): August 29, 2025 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. Employe

Wheels Up Experience Inc. Common Stock ($0.0001 par value per share) ATM EQUITY OFFERINGSM SALES AGREEMENT

Exhibit 10.1 Wheels Up Experience Inc. Common Stock ($0.0001 par value per share) ATM EQUITY OFFERINGSM SALES AGREEMENT August 29, 2025 BofA Securities, Inc. One Bryant Park New York, New York 10036 Jefferies LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Wheels Up Experience Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated h

Wheels Up Experience Inc. Up to $50,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-284063 Prospectus Supplement (To Prospectus dated January 10, 2025) Wheels Up Experience Inc. Up to $50,000,000 Common Stock We have entered into an ATM Equity OfferingSM Sales Agreement, dated August 29, 2025 (the “Sales Agreement”), with BofA Securities, Inc. and Jefferies LLC (each, a “Sales Agent” and together, the “Sales Agents”)

Wheels Up Announces Second Quarter Results Continued focus on more profitable flying leads to improved financial performance and customer experience

Exhibit 99.1 Wheels Up Announces Second Quarter Results Continued focus on more profitable flying leads to improved financial performance and customer experience ATLANTA – August 7, 2025 – Wheels Up Experience Inc. (NYSE:UP) today announced financial results for the second quarter of 2025. Highlights of the quarter, including GAAP results, non-GAAP financial measures and key operating metrics, are

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): August 7, 2025 WHEELS UP EXPERIEN

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): August 7, 2025 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

1 Q2 2025 Shareholder Letter 2 Dear Investor, Over the past several quarters, our top priority has been realigning our product, fleet, and operations to better meet customer demand, while advancing our strategic partnership with Delta. This focused e

wheelsupq22025shareholde 1 Q2 2025 Shareholder Letter 2 Dear Investor, Over the past several quarters, our top priority has been realigning our product, fleet, and operations to better meet customer demand, while advancing our strategic partnership with Delta.

Separation and Release Agreement, dated June 18, 2025, by and between David Harvey and Wheels Up Partners LLC

Exhibit 10.4 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (this “Agreement”) is entered into by and between David Harvey (“Employee”) and Wheels Up P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39541 WHEELS UP

Offer Letter, dated September 30, 2024, by and between Meaghan Wells and Wheels Up Partners LLC (including Internal Role Change Confirmation Letter, dated June 26, 2025, attached thereto)

Exhibit 10.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. September 26, 2024 Meaghan Wells By Email: [***] Dear Meaghan, We are pleased to offer you a position at Wheels Up Partners LLC (the “Company”). We are excited to

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 17, 2025 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

Wheels Up Announces Executive Leadership Changes to Align Go-To-Market Strategy and Accelerate Growth

Exhibit 99.1 Wheels Up Announces Executive Leadership Changes to Align Go-To-Market Strategy and Accelerate Growth ATLANTA, June 17, 2025 – Wheels Up Experience Inc. (NYSE: UP), a leading provider of on-demand private aviation, today announced key executive leadership appointments that align the company’s go-to-market growth strategy with the evolving needs of its customers. “These leadership chan

As filed with the Securities and Exchange Commission on June 11, 2025

As filed with the Securities and Exchange Commission on June 11, 2025 Registration No.

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): June 10, 2025 WHEELS UP EXPERIENC

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): June 10, 2025 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

Amendment No. 2 to Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023, and forms of award agreements thereunder

Exhibit 10.1 AMENDMENT NO. 2 TO WHEELS UP EXPERIENCE INC. 2021 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED APRIL 1, 2023 This Amendment No. 2 (this “Amendment”) to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 (as amended by Amendment No. 1 thereto, effective as of June 6, 2024, the “Plan”), is adopted by the Board of Directors of Wheels U

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Wheels Up Experience Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Wheels Up Experience Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Wheels Up Experience Inc.

As filed with the Securities and Exchange Commission on June 11, 2025

As filed with the Securities and Exchange Commission on June 11, 2025 Registration No.

As filed with the Securities and Exchange Commission on June 11, 2025

As filed with the Securities and Exchange Commission on June 11, 2025 Registration No.

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): June 3, 2025 WHEELS UP EXPERIENCE

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): June 3, 2025 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 o

Wheels Up Regains Compliance with NYSE Continued Listing Standard

Exhibit 99.1 Wheels Up Regains Compliance with NYSE Continued Listing Standard ATLANTA — June 3, 2025 — Wheels Up Experience Inc. (NYSE: UP) (“Wheels Up”) today announced that it has regained compliance with the New York Stock Exchange (“NYSE”) continued listing standard for minimum share price under Section 802.01C of the NYSE Listed Company Manual. “We are pleased that in just over a month since

Wheels Up Experience Inc. Performance Award Agreement, dated as of March 31, 2025, by and between Wheels Up Experience Inc. and John Verkamp (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 5, 2025)

Exhibit 10.3 Execution Version WHEELS UP EXPERIENCE INC. PERFORMANCE AWARD AGREEMENT This Performance Award Agreement (this “Agreement”) is made as of March 31, 2025 (the “Grant Date”), between Wheels Up Experience Inc., a Delaware corporation (the “Company”), and John Verkamp (the “Grantee”). WHEREAS, the Company desires to grant to the Grantee an award that is subject to both service and perform

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39541 WHEELS UP

1 Q1 2025 Investor Letter EX-99.2 Q1 2025 Investor Letter For more detailed information on our Wheels Up’s financial and operating results for the first quarter ended March 31, 2025, please visit https://investors.wheelsup.com. In addition, please se

1 Q1 2025 Investor Letter EX-99.2 Q1 2025 Investor Letter For more detailed information on our Wheels Up’s financial and operating results for the first quarter ended March 31, 2025, please visit https://investors.wheelsup.com. In addition, please see “Definitions of Non-GAAP Financial Measures,” “Reconciliations of Non-GAAP Financial Measures” and “Definitions of Key Operating Metrics” at the end

Wheels Up Announces First Quarter Results Financial performance illustrates continued momentum of business transformation Installation of Gogo high-speed satellite Wi-Fi to begin this summer Agreement with Delta to extend $100 million revolving credi

Exhibit 99.1 Wheels Up Announces First Quarter Results Financial performance illustrates continued momentum of business transformation Installation of Gogo high-speed satellite Wi-Fi to begin this summer Agreement with Delta to extend $100 million revolving credit facility Board of Directors authorizes stock repurchase program ATLANTA – May 1, 2025 – Wheels Up Experience Inc. (NYSE:UP) today annou

Amendment No. 3 to Credit Agreement, dated as of April 30, 2025, by and among Wheels Up Experience Inc., as Borrower, the subsidiaries of Wheels Up Experience Inc. party thereto, as guarantors, Delta Air Lines, Inc. and U.S. Bank Trust Company, N.A., not in its individual capacity but solely as administrative agent for the lenders

Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), dated as of April 30, 2025, is by and among WHEELS UP EXPERIENCE INC., a Delaware corporation (the “Borrower”), each other Loan Party that is a party hereto, DELTA AIR LINES, INC. (“Delta”), and U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely as a

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 30, 2025 WHEELS UP EXPERIEN

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 30, 2025 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

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 22, 2025 WHEELS UP EXPERIEN

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 22, 2025 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

Wheels Up Receives NYSE Continued Listing Standard Notice Management remains focused on improving profitability and expanding margins by modernizing its fleet, leveraging partnership with Delta and delivering premium solutions for every customer jour

Exhibit 99.1 Wheels Up Receives NYSE Continued Listing Standard Notice Management remains focused on improving profitability and expanding margins by modernizing its fleet, leveraging partnership with Delta and delivering premium solutions for every customer journey ATLANTA, April 25, 2025 — Wheels Up Experience Inc. (NYSE: UP) (“Wheels Up”) today announced that it received a notice from the New Y

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Wheels Up Experience Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Aircraft Mortgage and Security Agreement Supplement No. 5 and Amendment No. 1 (Junior Lien), dated as of November 13, 2024, by Wheels Up Partners LLC, as owner in favor of U.S. Bank Trust Company, N.A., in its capacity as Collateral Agent as mortgagee for the Secured Parties

EXHIBIT 10.12 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. AIRCRAFT MORTGAGE AND SECURITY AGREEMENT SUPPLEMENT NO. 5 AND AMENDMENT NO. 1 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT SUPPLEMENT NO. 5 AND AMENDMENT NO. 1 dated

Offer Letter, dated March 8, 2024, by and between Alexander Chatkewitz and Wheels Up Partners

EXHIBIT 10.40 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. March 7, 2024 Alex Chatkewitz [***] [***] Via email: [***] Dear Alex, We are pleased to offer you a position at Wheels Up Partners LLC (the “Company”). We are ex

Offer Letter, dated March 7, 2025, by and between John Verkamp and Wheels Up Partners LLC

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. March 6, 2025 John Verkamp [***] [***] Via email: [***] Dear John, We are pleased to offer you a position at Wheels Up Partners LLC (the “Company”). We are excite

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [Mark One] ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [Mark One] ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39541 WHEELS UP EXPE

Amendment No. 3 to Seventh Amended and Restated Limited Liability Company Agreement of Wheels Up Partners Holdings LLC, dated as of March

Exhibit 10.5 Execution Version AMENDMENT NO. 3 TO SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This AMENDMENT NO. 3 (this “Amendment”) to the Seventh Amended and Restated Limited Liability Company Agreement, dated as of July 13, 2021 (as amended by Amendment No. 1 thereto, dated as of April 1, 2022, and as further amended by Amendment No. 2 thereto, dated as of June 7, 2023, co

1 Q4 2024 Investor Letter 2 Q4 2024 Investor Letter For more detailed information on Wheels Up's financial and operating results for the fourth quarter and year ended December 31, 2024, please visit https://investors.wheelsup.com. In addition, please

1 Q4 2024 Investor Letter 2 Q4 2024 Investor Letter For more detailed information on Wheels Up's financial and operating results for the fourth quarter and year ended December 31, 2024, please visit https://investors.

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): March 11, 2025 (March 7, 2025) WH

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): March 11, 2025 (March 7, 2025) WHEELS UP EXPERIENCE INC. (Exact name of registrant as specified in its charter) Delaware 001-39541 98-1617611 (State or other jurisdiction (Commission

Exhibit 4.22 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 11, 2025

Exhibit 4.22 WHEELS UP EXPERIENCE INC. DESCRIPTION OF OUR SECURITIES As of March 11, 2025 The following summary of the material terms of certain provisions of the securities of Wheels Up Experience Inc. (“Wheels Up,” “WUP,” “we,” “our” or the “Company”) is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our Amended and Restat

Wheels Up Announces December Quarter and Full Year 2024 Results Financial performance illustrates momentum with business transformation Fleet modernization underway, with 18 new Phenom jets entering Wheels Up’s controlled fleet and the company’s firs

Exhibit 99.1 Wheels Up Announces December Quarter and Full Year 2024 Results Financial performance illustrates momentum with business transformation Fleet modernization underway, with 18 new Phenom jets entering Wheels Up’s controlled fleet and the company’s first Challengers set to enter service by April 1 John Verkamp appointed Chief Financial Officer, to join company on March 31 ATLANTA – March

Restated Insider Trading Policy, adopted February 16, 2023 (with Appendix A – Rule 10b5-1 Trading Plan Guidelines)

Exhibit 19.1 WHEELS UP EXPERIENCE INC. AMENDED AND RESTATED INSIDER TRADING POLICY This Amended and Restated Insider Trading Policy (this “Policy”) describes the standards of Wheels Up Experience Inc. and its subsidiaries (the “Company”) on trading the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. One of the principal

List of Subsidiaries

Exhibit 21.1 SUBSIDIARIES OF WHEELS UP EXPERIENCE INC. AS OF DECEMBER 31, 2024 Name of Subsidiary Jurisdiction of Organization Aircraft Charter Company Three, LLC Indiana Aircraft Charter Company Two, LLC Indiana Aircraft Holding Company One, LLC Indiana Air Partner Aviation Services Limited United Kingdom Air Partner CHS Limited United Kingdom Air Partner Group Limited United Kingdom Air Partner

Wheels Up Names John Verkamp as Chief Financial Officer Verkamp to bring extensive financial leadership experience to help drive strategic growth plan

Exhibit 99.3 Wheels Up Names John Verkamp as Chief Financial Officer Verkamp to bring extensive financial leadership experience to help drive strategic growth plan ATLANTA, March 11, 2025 – Wheels Up Experience Inc. (NYSE: UP), a global leader in private aviation, today announced the appointment of John Verkamp as Chief Financial Officer. With a track record of financial leadership and a deep unde

2135 American Way Chamblee, Georgia 30341

2135 American Way Chamblee, Georgia 30341 January 8, 2025 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the U.S. Securities and Exchange Commission on December 27, 2024

As filed with the U.S. Securities and Exchange Commission on December 27, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WHEELS UP EXPERIENCE INC. (Exact name of registrant as specified in its charter) Delaware 98-1617611 (State or Other Jurisdiction of Incorporation or Organization

As filed with the Securities and Exchange Commission on December 27, 2024

As filed with the Securities and Exchange Commission on December 27, 2024 Registration No.

As filed with the Securities and Exchange Commission on December 27, 2024

As filed with the Securities and Exchange Commission on December 27, 2024 Registration No.

Form of Indenture (for Debt Securities)

Exhibit 4.5 WHEELS UP EXPERIENCE INC. AND [], Trustee INDENTURE Dated as of [] CROSS REFERENCE SHEET* Between Provisions of Trust Indenture Act (as defined herein) and Indenture, dated as of [], between WHEELS UP EXPERIENCE INC. and [], as Trustee: SECTION OF THE ACT SECTION OF INDENTURE 310(a)(1) and (2) Section 6.08 310(a)(3) and (4) Inapplicable 310(b) Sections 6.08 and 6.10(a), (b) and (d) 311

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Wheels Up Experience Inc.

Unaudited Pro Forma Condensed Consolidated Financial Information (Consolidated Statement of Operations for the Year Ended December 31, 2023)

Exhibit 99.1 WHEELS UP EXPERIENCE INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMETNS On September 30, 2023 (the “Closing Date”), Wheels Up Partners Holdings LLC, a Delaware limited liability company (“WUP”) and a direct subsidiary of Wheels Up Experience Inc., a Delaware corporation (the “Company” or “Wheels Up”), completed the disposition of 100% of the issued and outstanding eq

Release Agreement, dated as of November 13, 2024, among Wheels Up Partners LLC, certain affiliates of Wheels Up Partners LLC, as guarantors, listed on the signature pages thereto, Wheels Up Class A-1 Loan Trust 2022-1 and Wilmington Trust, National Association, as subordination agent and trustee, as facility agent, as security trustee, and as mortgagee (2022 Term Equipment Notes)

Exhibit 4.9 Execution Version THIS RELEASE AGREEMENT, dated as of November 13, 2024 (this “Agreement”), is made among WHEELS UP PARTNERS LLC, a Delaware limited liability company (the “Company”), WHEELS UP CLASS A-1 LOAN TRUST 2022-1, a statutory trust formed and existing under the laws of Delaware, as borrower (the “Borrower”), WHEELS UP PARTNERS HOLDINGS LLC, a Delaware limited liability company

Security Agreement, dated as of November 13, 2024, among Wheels Up Class A-1 Loan Trust 2024-1 and Wilmington Trust, National Association, not in its individual capacity but solely as security trustee and the facility agent (2024-1 Revolving Equipment Notes)

Exhibit 4.8 EXECUTION VERSION SECURITY AGREEMENT dated as of November 13, 2024 by and among WHEELS UP CLASS A-1 LOAN TRUST 2024-1 and WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Security Trustee and Facility Agent T A B L E O F C O N T E N T S ARTICLE I DEFINITIONS      1 Section 1.01. DEFINITIONS 1 Section 1.02. CONSTRUCTION AND USAGE 3 Section 1.03. A

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 13, 2024 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. Emplo

Participation Agreement, dated as of November 13, 2024, by and among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly provided therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2024-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly provided therein, but subordination agent (together with Supplement No. 1 thereto) (2024-1 Revolving Equipment Notes)

Exhibit 4.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. EXECUTION COPY CONFIDENTIAL: Subject to Restrictions on Dissemination Set Forth in Section 6 of this Agreement PARTICIPATION AGREEMENT Dated as of November 13, 202

Note Purchase Agreement, dated as of November 13, 2024, among Wheels Up Partners LLC, Wheels Up Class A-1 Loan Trust 2024-1 and Wilmington Trust, National Association, as subordination agent and trustee (2024-1 Revolving Equipment Notes)

Exhibit 4.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. EXECUTION COPY NOTE PURCHASE AGREEMENT Dated as of November 13, 2024 Among WHEELS UP PARTNERS LLC WHEELS UP CLASS A-1 LOAN TRUST 2024-1 and WILMINGTON TRUST, NATIO

UP / Wheels Up Experience Inc. / DELTA AIR LINES INC /DE/ - AMENDMENT NO 6 Activist Investment

SC 13D/A 1 delta13da6.htm AMENDMENT NO 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Wheels Up Experience Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 96328L 205 (CUSIP Number) Peter W. Carter Executive Vice President – External Affairs D

Amendment No. 2 to Credit Agreement, dated as of November 13, 2024, by and among Wheels Up Experience Inc., as Borrower, the subsidiaries of Wheels Up Experience Inc. party thereto, Delta Air Lines, Inc. and CK Wheels LLC, constituting the Required Lenders and Lead Lenders thereunder, and U.S. Bank Trust Company, N.A., not in its individual capacity but solely as administrative agent for the lenders (with a conformed version of the Credit Agreement through and including Amendment No. 2 thereto provided in Exhibit A thereto)

Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 13, 2024, is by and among WHEELS UP EXPERIENCE INC., a Delaware corporation (the “Borrower”), each other Loan Party party hereto, DELTA AIR LINES, INC. (“Delta”), CK WHEELS LLC (together with Delta, constituting the Required Lenders and the Lead Lende

Wheels Up Secures $332 Million Revolving Financing Facility and Completes Acquisition of 17 Phenom 300 Series Aircraft New Bank of America-led facility, with Delta Air Lines credit support, provides growth flexibility as Wheels Up expands its fleet w

Exhibit 99.1 Wheels Up Secures $332 Million Revolving Financing Facility and Completes Acquisition of 17 Phenom 300 Series Aircraft New Bank of America-led facility, with Delta Air Lines credit support, provides growth flexibility as Wheels Up expands its fleet with GrandView Aviation assets to enhance customer experience ATLANTA, Nov. 14, 2024 /PRNewswire/ - On November 13, 2024, Wheels Up Experi

Trust Indenture and Mortgage, dated as of November 13, 2024, by and between Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee (together with Supplement No. 1 thereto) (2024-1 Revolving Equipment Notes)

Exhibit 4.4 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. EXECUTION VERSION TRUST INDENTURE AND MORTGAGE Dated as of November 13, 2024 between WHEELS UP PARTNERS LLC, Owner, and WILMINGTON TRUST, NATIONAL ASSOCIATION, not

Agreement, dated as of November 13, 2024, by and among Wheels Up Experience Inc., Wheels Up Partners Holdings LLC, Wheels Up Partners LLC, Mountain Aviation, LLC, Wheels Up Private Jets LLC, Delta Air Lines, Inc., Wheels Up Class A-1 Loan Trust 2024-1 and Wilmington Trust, National Association, not in its individual capacity except as expressly stated therein but solely as subordination agent and trustee (2024-1 Revolving Equipment Notes) (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 14, 2024)

Exhibit 4.2 EXECUTION VERSION INTERCREDITOR AGREEMENT (2024-1) Dated as of November 13, 2024 AMONG WHEELS UP CLASS A-1 LOAN TRUST 2024-1, AND WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity except as expressly set forth herein but solely as Subordination Agent and Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.1. Definitions 1 ARTICLE II TRUST ACCOUNTS; CON

Class A Revolving Loan Agreement, dated as of November 13, 2024, by and among Wheels Up Class A-1 Loan Trust 2024-1, each lender from time to time party thereto, and their permitted successors and assigns, and Wilmington Trust, National Association, as facility agent for the lenders and not in its individual capacity, except as expressly stated therein, but as facility agent and security trustee for the lenders (2024-1 Revolving Equipment Notes)

Exhibit 4.7 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. EXECUTION VERSION $332,000,000 CLASS A REVOLVING LOAN AGREEMENT dated as of November 13, 2024 by and among WHEELS UP CLASS A-1 LOAN TRUST 2024-1 as Borrower, WILMI

Guarantee, dated as of November 13, 2024, from each person listed in Schedule I thereto and each other person that becomes an additional guarantor pursuant thereto, to the parties listed in Schedule II thereto (2024-1 Revolving Equipment Notes)

Exhibit 4.6 EXECUTION COPY GUARANTEE dated as of November 13, 2024 from the Guarantors party hereto to the beneficiaries listed in Schedule II hereto Table of Contents Page Section 1. Guarantee 1 Section 2. No Implied Third Party Beneficiaries 3 Section 3. Waiver; No Set-off; Reinstatement; Subrogation 3 Section 4. Amendments, Etc. 3 Section 5. Payments 3 Section 6. Additional Guarantors 4 Section

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): November 7, 2024 WHEELS UP EXPERI

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): November 7, 2024 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. Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39541 WHEEL

Offer Letter, dated August 20, 2024, by and between Matthew Knopf and Wheels Up Partners LLC

Exhibit 10.2 August 20, 2024 Matthew Knopf By Email: Dear Matthew, We are pleased to offer you a position at Wheels Up Partners LLC (the “Company”). We are excited to have you join the Company and anticipate that you will be a great addition to our team. Your first day with the Company will be September 9, 2024, or on such other date that we mutually agree upon after your acceptance of this offer

Wheels Up Reports Third Quarter Results Improvement in financial performance driven by operating initiatives over past year Fleet modernization plan represents next phase of strategic journey to profitability New credit facility expected to strengthe

Exhibit 99.1 Wheels Up Reports Third Quarter Results Improvement in financial performance driven by operating initiatives over past year Fleet modernization plan represents next phase of strategic journey to profitability New credit facility expected to strengthen balance sheet; credit support from Delta Air Lines underscores commitment to strategic partnership ATLANTA – November 7, 2024 – Wheels

Asset Purchase Agreement, dated as of October 22, 2024, by and among Wheels Up Partners LLC, Grandview Aviation LLC and Global Medical Response, Inc.

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. Execution Version ASSET PURCHASE AGREEMENT BY AND AMONG WHEELS UP PARTNERS LLC, GRANDVIEW AVIATION LLC, AND GLOBAL MEDICAL RESPONSE, INC. DATED AS OF OCTOBER 22,

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): October 22, 2024 WHEELS UP EXPERI

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): October 22, 2024 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. Employ

WHEELS UP x NBAA George Mattson Chief Executive Officer October 22, 2024 Exhibit 99.1 Cautionary Note Regarding Forward-Looking Statements This presentation contains certain “forward-looking statements” within the meaning of the federal securities la

WHEELS UP x NBAA George Mattson Chief Executive Officer October 22, 2024 Exhibit 99.

Wheels Up Announces Fleet Modernization Strategy and Associated Transactions Wheels Up to transition its current jet fleets to Phenom 300 Series and Challenger 300 Series aircraft Entered into agreement to acquire GrandView Aviation’s entire fleet of

Exhibit 99.2 Wheels Up Announces Fleet Modernization Strategy and Associated Transactions Wheels Up to transition its current jet fleets to Phenom 300 Series and Challenger 300 Series aircraft Entered into agreement to acquire GrandView Aviation’s entire fleet of 17 Phenom 300 and Phenom 300E aircraft Entered into agreement to sell entire owned fleet of super mid Citation X aircraft and lease for

Commitment Letter, dated October 22, 2024, by and among

Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. October 22, 2024 Wheels Up Partners LLC 2135 American Way Chamblee, GA 30341 Commitment Letter Wheels Up Revolving EETC Transaction – up to $332,000,000 Class A L

October 4, 2024

October 4, 2024 Division of Corporation Finance Office of Energy & Transportation U.

UP / Wheels Up Experience Inc. / DELTA AIR LINES INC /DE/ - SCHEDULE 13D AMENDMENT 5 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Wheels Up Experience Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 96328L 205 (CUSIP Number) Peter W. Carter Executive Vice President – External Affairs Delta Air Lines, Inc. 1030 Delta Boulevard

Amendment No. 2 to Investment and Investor Rights Agreement, dated September 22, 2024, by and among Wheels Up Experience Inc., Delta Air Lines, Inc. and the other entities listed on the signature page thereto

Exhibit 10.1 AMENDMENT NO. 2 TO INVESTMENT AND INVESTOR RIGHTS AGREEMENT This Amendment No. 2 (“Amendment No. 2”), dated as of September 22, 2024, to the Investment and Investor Rights Agreement, dated as of September 20, 2023 (the “Original Investment Agreement”, as amended by Amendment No. 1 thereto, dated as of November 15, 2023 (“Amendment No. 1”), and as supplemented by the several Joinders t

Wheels Up Announces Investors Agree to One-Year Lock-Up Extension Approximately 97.2% of lead investor shares will remain subject to the lock-up restriction until September 20, 2025

Exhibit 99.1 Wheels Up Announces Investors Agree to One-Year Lock-Up Extension Approximately 97.2% of lead investor shares will remain subject to the lock-up restriction until September 20, 2025 Atlanta, GA – September 23, 2024 – Wheels Up Experience Inc. (NYSE: UP) today announced that lead investors, Delta Air Lines, Inc., CK Wheels LLC, and Cox Investment Holdings, LLC, agreed to extend the loc

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): September 22, 2024 WHEELS UP EXPE

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): September 22, 2024 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. Empl

UP / Wheels Up Experience Inc. / WHITEBOX ADVISORS LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UP / Wheels Up Experience Inc. / Kore Advisors LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Wheels Up Experience Inc.

(Signature Page Follows; Remainder of Page Intentionally Left Blank)

August 29, 2024 Division of Corporation Finance Office of Energy & Transportation U.

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): August 20, 2024 WHEELS UP EXPERIE

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): August 20, 2024 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. Employe

Separation and Release Agreement, dated August 20, 2024, by and between Laura Heltebran and Wheels Up Partners LLC

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (this “Agreement”) is entered into by and between Laura Heltebran (“Employee”) and Wheels U

Wheels Up Announces Executive Leadership Transitions Chief Financial Officer Todd Smith and Chief Legal Officer Laura Heltebran to depart Matthew Knopf to join as Chief Legal Officer and Secretary, with Eric Cabezas acting as interim Chief Financial

Exhibit 99.1 Wheels Up Announces Executive Leadership Transitions Chief Financial Officer Todd Smith and Chief Legal Officer Laura Heltebran to depart Matthew Knopf to join as Chief Legal Officer and Secretary, with Eric Cabezas acting as interim Chief Financial Officer Atlanta, GA – August 21, 2024 – Wheels Up Experience Inc. (NYSE: UP) today announced two transitions on its executive leadership

Offer Letter, dated May 5, 2024, by and between David Harvey and Wheels Up Partners LLC

Exhibit 10.4 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. May 3, 2024 David Harvey [***] [***] Via email: [***] Dear David, We are pleased to offer you a position at Wheels Up Partners LLC (the “Company”). We are excited

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 7, 2024 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

Wheels Up Reports Second Quarter Results Strong operational performance and increased efficiencies contribute to sequential margin and profitability improvement

Exhibit 99.1 Wheels Up Reports Second Quarter Results Strong operational performance and increased efficiencies contribute to sequential margin and profitability improvement ATLANTA – August 8, 2024 – Wheels Up Experience Inc. (NYSE:UP) today announced financial results for the second quarter, which ended June 30, 2024. Second Quarter 2024 Highlights •Revenue decreased to $196 million, driven by t

Wheels Up Announces Gregory Summe to Join Board of Directors Veteran Leader Brings Deep Strategic, Aviation, and Governance Experience to Boardroom

Exhibit 99.2 Wheels Up Announces Gregory Summe to Join Board of Directors Veteran Leader Brings Deep Strategic, Aviation, and Governance Experience to Boardroom ATLANTA, August 8, 2024 — Wheels Up Experience Inc. (NYSE: UP) today announced that Gregory L. Summe, Managing Partner of Glen Capital Partners LLC, joined its Board of Directors, effective August 7. Summe fills the unexpired term of David

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39541 WHEELS UP

Wheels Up Experience Inc. Performance Award Agreement, dated as of May 20, 2024, by and between Wheels Up Experience Inc. and David Harvey (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2024)

Exhibit 10.5 WHEELS UP EXPERIENCE INC. PERFORMANCE AWARD AGREEMENT This Performance Award Agreement (this “Agreement”) is made as of May 20, 2024 (the “Grant Date”), between Wheels Up Experience Inc., a Delaware corporation (the “Company”), and David Harvey (the “Grantee”). WHEREAS, the Company desires to grant to the Grantee an award that is subject to both service and performance conditions (a “

Wheels Up Announces Streamlined Product Portfolio, Providing Global Access Through Options for Membership and Charter Member benefits expanded to offer enhanced Delta loyalty rewards as well as guaranteed availability and recovery within the U.S., U.

Exhibit 99.1 Wheels Up Announces Streamlined Product Portfolio, Providing Global Access Through Options for Membership and Charter Member benefits expanded to offer enhanced Delta loyalty rewards as well as guaranteed availability and recovery within the U.S., U.K. and Europe Updated portfolio introduces the first-ever charter program offering private flight credit and commercial airline benefits

, 2024, by and among Wheels Up Partners Holdings LLC, Wheels Up Partners LLC and Delta Air Lines, Inc.

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDED AND RESTATED COMMERCIAL COOPERATION AGREEMENT BETWEEN DELTA AIR LINES AND WHEELS UP June 15, 2024 TABLE OF CONTENTS ARTICLE I: DEFINITIONS 3 ARTICLE II: S

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 15, 2024 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

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): September 30, 2023 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. Empl

Amendment No. 1 to Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023, and forms of award agreements thereunder (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 7, 2024)

Exhibit 10.1 AMENDMENT NO. 1 TO WHEELS UP EXPERIENCE INC. 2021 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED APRIL 1, 2023 This Amendment No. 1 (this “Amendment”) to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 (the “Plan”), is adopted by the Board of Directors of Wheels Up Experience Inc. (the “Company”) on April 15, 2024, to be effective

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Wheels Up Experience Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 6, 2024 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 o

As filed with the Securities and Exchange Commission on June 7, 2024

As filed with the Securities and Exchange Commission on June 7, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Wheels Up Experience Inc.

As filed with the Securities and Exchange Commission on June 7, 2024

As filed with the Securities and Exchange Commission on June 7, 2024 Registration No.

As filed with the Securities and Exchange Commission on June 7, 2024

As filed with the Securities and Exchange Commission on June 7, 2024 Registration No.

Amendment No. 2 to Director’s Service Agreement, dated as of June 6, 2024, by and between Mark Briffa and Air Partner Limited (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 7, 2024)

Exhibit 10.4 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NO. 2 TO DIRECTOR SERVICE AGREEMENT THIS AMENDMENT NO. 2 ("Amendment 2"), is entered into as of June 6, 2024 by and between Mark Briffa ("You") and Air

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Wheels Up Experience Inc.

Charter Sales Adjusted EBITDA Incentive Plan Award, dated June 6, 2024, by and between Mark Briffa and Wheels Up Partners LLC

Exhibit 10.5 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. This Charter Sales Adjusted EBITDA Incentive Plan Award Agreement (the “Charter Sales Award Agreement”) is entered into by and between Mark Briffa (“Employee”) an

WHEELS UP EXPERIENCE INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 WHEELS UP EXPERIENCE INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On September 30, 2023 (the “Closing Date”), Wheels Up Partners Holdings LLC, a Delaware limited liability company (“WUP”) and a direct subsidiary of Wheels Up Experience Inc., a Delaware corporation (the “Company” or “Wheels Up”), completed the disposition of 100% of the issued and outstanding eq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39541 WHEELS UP

Wheels Up Reports First Quarter Results Delivering continued operational performance improvements Positioned for long-term profitable growth

Exhibit 99.1 Wheels Up Reports First Quarter Results Delivering continued operational performance improvements Positioned for long-term profitable growth NEW YORK – May 9, 2024 – Wheels Up Experience Inc. (NYSE:UP) today announced financial results for the first quarter, which ended March 31, 2024. First Quarter 2024 Highlights •Total Revenue decreased $155 million year-over-year to $197 million,

Offer Letter, dated March 18, 2024, by and between Brian Kedzior and Wheels Up Partners LLC

Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. March 18, 2024 Brian Kedzior [***] [***] Brian, Congratulations! Wheels Up is pleased to promote you to the position of Chief People Officer, effective March 18,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 9, 2024 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

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): May 6, 2024 WHEELS UP EXPERIENCE

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): May 6, 2024 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

Wheels Up Appoints Dave Harvey as Chief Commercial Officer Harvey to lead integration of Wheels Up’s commercial functions, driving profitable business growth and further increasing market penetration

Exhibit 99.1 Wheels Up Appoints Dave Harvey as Chief Commercial Officer Harvey to lead integration of Wheels Up’s commercial functions, driving profitable business growth and further increasing market penetration NEW YORK – MAY 6, 2024 – Wheels Up Experience Inc. (NYSE: UP) today announced Dave Harvey as its new Chief Commercial Officer, leading the company’s commercial strategy and further streng

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De

Exhibit 97.1

Exhibit 97.1 WHEELS UP EXPERIENCE INC. EXECUTIVE COMPENSATION RECOUPMENT POLICY Adopted December 12, 2022 I.Introduction The Board of Directors (the “Board”) of Wheels Up Experience Inc. (the “Company”) has adopted this policy, which provides for the recoupment of certain executive incentive compensation in the event of an accounting restatement resulting from material noncompliance with applicabl

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): March 7, 2024 WHEELS UP EXPERIENC

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): March 7, 2024 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

Amended and Restated By-Laws of Wheels Up Experience Inc., effective as of November 15, 2023 (incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K, filed with the SEC on March 7, 2024)

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF WHEELS UP EXPERIENCE INC. EFFECTIVE AS OF NOVEMBER 15, 2023 ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of Wheels Up Experience Inc. (the “Corporation”) within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the Corporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [Mark One] ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [Mark One] ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39541 WHEELS UP EXPE

revised as of December 31, 2023

Exhibit 99.1 SCHEDULE I As of December 31, 2023 The following documents (hereinafter collectively referred to as the “Aircraft-Specific Documents”) have been filed with this Annual Report on Form 10-K as form documents: a. Form of Participation Agreement N[], dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except a

Wheels Up Experience Inc. Performance Award Agreement, dated as of March 3, 2024, by and between Wheels Up Experience Inc. and Todd Smith (incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 7, 2024)

Exhibit 10.29 WHEELS UP EXPERIENCE INC. PERFORMANCE AWARD AGREEMENT This Performance Award Agreement (this “Agreement”) is made effective as of March 3, 2024 (the “Grant Date”), between Wheels Up Experience Inc., a Delaware corporation (the “Company”), and Todd Smith (the “Grantee”). WHEREAS, the Company desires to grant to the Grantee an award that is subject to both service and performance condi

Wheels Up Reports Fourth Quarter Results Operational improvements and strategic repositioning continue to progress Cash balance up sequentially from third quarter

Exhibit 99.1 Wheels Up Reports Fourth Quarter Results Operational improvements and strategic repositioning continue to progress Cash balance up sequentially from third quarter NEW YORK – March 7, 2024 – Wheels Up Experience Inc. (NYSE:UP) today announced financial results for the fourth quarter, which ended December 31, 2023. Fourth Quarter 2023 Highlights •Total Revenue decreased $162 million yea

List of Subsidiaries

Exhibit 21.1 SUBSIDIARIES OF WHEELS UP EXPERIENCE INC. AS OF DECEMBER 31, 2023 Name of Subsidiary Jurisdiction of Organization Aircraft Charter Company Three, LLC Indiana Aircraft Charter Company Two, LLC Indiana Aircraft Holding Company One, LLC Indiana Air Partner Aviation Services Limited United Kingdom Air Partner CHS Limited United Kingdom Air Partner Consulting Limited United Kingdom Air Par

Wheels Up Announces Tom Klein to Join Board of Directors Certares Executive Brings Global Strategic Focus and Deep Aviation, Travel and Hospitality Background

Exhibit 99.1 Wheels Up Announces Tom Klein to Join Board of Directors Certares Executive Brings Global Strategic Focus and Deep Aviation, Travel and Hospitality Background NEW YORK, March 7, 2024 /PRNewswire/ - Wheels Up Experience Inc. (NYSE: UP) today announced that Tom Klein, Senior Managing Director of Certares Management LLC (“Certares”), joined its Board of Directors, effective March 1. Mr.

Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 7, 2024

EX-4.13 3 ex-413xdescriptionofoursec.htm EX-4.13 Exhibit 4.13 WHEELS UP EXPERIENCE INC. DESCRIPTION OF OUR SECURITIES As of March 7, 2024 The following summary of the material terms of certain provisions of the securities of Wheels Up Experience Inc. (“Wheels Up,” “WUP,” “we,” “our” or the “Company”) is not intended to be a complete summary of the rights and preferences of such securities, and is

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 1, 2024 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

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 1, 2024 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. Employ

Offer Letter, dated February 1, 2024, by and between David Holtz and Wheels Up Partners LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2024)

Exhibit 10.1 February 1, 2024 By Email: [email protected] Dear Dave, We are pleased to offer you a position at Wheels Up Partners LLC (the “Company”). We are excited to have you join the Company and anticipate that you will be a great addition to our team. Your first day with the Company will be February 5, 2024, or on such other date that we mutually agree upon after your acceptance of thi

Wheels Up Enhances Operations Team with Industry Leading Experience Leverages over 250 years of aviation experience as it continues to pursue operational excellence

Exhibit 99.1 Wheels Up Enhances Operations Team with Industry Leading Experience Leverages over 250 years of aviation experience as it continues to pursue operational excellence NEW YORK, Feb. 5, 2024 — Wheels Up Experience Inc. (NYSE: UP) today announced several organizational changes for its Atlanta-based operations team, as the company continues its journey to be the best-run, global aviation s

Wheels Up Experience Inc. Performance Award Agreement, dated as of November 30, 2023, by and between Wheels Up Experience Inc. and George Mattson (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 1, 2023)

Exhibit 10.2 EXECUTION CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. WHEELS UP EXPERIENCE INC. PERFORMANCE AWARD AGREEMENT This Performance Award Agreement (this “Agreement”) is made as of November 30, 2023 (the “Grant Da

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 30, 2023 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. Emplo

Amended and Restated Employment Agreement, dated as of November 30, 2023, by and among Wheels Up Experience Inc., Wheels Up Partners LLC and George Mattson (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 1, 2023)

Exhibit 10.1 EXECUTION VERSION CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of November 30, 2023 (this “Agreement”), is made and entered into

UP / Wheels Up Experience Inc - Class A / WHITEBOX ADVISORS LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UP / Wheels Up Experience Inc - Class A / Cox Investment Holdings, Inc. - SC 13D/A Activist Investment

SC 13D/A 1 d576787dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Wheels Up Experience Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 96328L 205 (CUSIP Number) Luis A. Avila Assistant Secretary Cox Enterprises, Inc. 6205 Peac

UP / Wheels Up Experience Inc - Class A / CK Wheels LLC - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Wheels Up Experience Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 96328L 205 (CUSIP Number) Thomas LaMacchia c/o Certares Management LLC 350 Madison Avenue, 8th floor New York, New York 10017 (2

UP / Wheels Up Experience Inc - Class A / DELTA AIR LINES INC /DE/ - AMENDMENT NO. 4 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Wheels Up Experience Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 96328L 205 (CUSIP Number) Peter W. Carter Executive Vice President – External Affairs Delta Air Lines, Inc. 1030 Delta Boulevard

Amendment No. 1 to Credit Agreement, dated as of November 15, 2023, among Wheels Up Experience Inc., as Borrower, the subsidiaries of Wheels Up Experience Inc. party thereto, as guarantors, the lenders party thereto and U.S. Bank Trust Company, N.A., as administrative agent and collateral agent (with a conformed version of the Credit Agreement through and including Amendment No. 1 thereto provided in Exhibit A thereto) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 16, 2023)

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 15, 2023, is by and among WHEELS UP EXPERIENCE INC., a Delaware corporation (the “Borrower”), each other Loan Party party hereto, Delta Air Lines, Inc. (“Delta”), CK Wheels LLC (together with Delta, the “Lead Lenders”), each other Lender party hereto,

Amendment No. 1 to Investment and Investor Rights Agreement, dated as of November 15, 2023, by and among Wheels Up Experience Inc., Delta Air Lines, Inc. and the other entities listed on the signature pages thereto

Exhibit 10.2 / Exhibit 10.3 EXECUTION VERSION AMENDMENT NO. 1 TO INVESTMENT AND INVESTOR RIGHTS AGREEMENT This Amendment No. 1 (“Amendment”), dated as of November 15, 2023, to the Investment and Investor Rights Agreement, dated as of September 20, 2023 (the “Investment Agreement”), by and among Wheels Up Experience Inc., a Delaware corporation (the “Company”), Delta Air Lines, Inc., a Delaware cor

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

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): November 9, 2023 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. Employ

Amended and Restated By-Laws of Wheels Up Experience Inc., effective as of November 15, 2023

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF WHEELS UP EXPERIENCE INC. EFFECTIVE AS OF DECEMBER 12,2022NOVEMBER 15, 2023 ARTICLE I OFFICES Section 1.1             Registered Office. The registered office of Wheels Up Experience Inc. (the “Corporation”) within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the o

Form of Joinder to Registration Rights Statement (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 16, 2023)

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT JOINDER The undersigned is executing and delivering this joinder (this “Joinder”) pursuant to the Registration Rights Agreement, dated as of September 20, 2023 (as the same may hereafter be amended, the “Registration Rights Agreement”), among Wheels Up Experience Inc., a Delaware corporation (the “Company”), and the other persons or entities named as part

Wheels Up Finalizes New Investment with Kore Capital and Whitebox Advisors

Exhibit 99.1 Wheels Up Finalizes New Investment with Kore Capital and Whitebox Advisors The additional $40 million investment is expected to provide additional financial stability and working capital to execute our plans for future, profitable growth NEW YORK, November 16, 2023 /PRNewswire/ - Wheels Up Experience (NYSE: UP) today announced that it has closed a new investment by Kore Capital and fu

Amended and Restated Certificate of Incorporation of Wheels Up Experience Inc., filed on November 15, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 16, 2023)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WHEELS UP EXPERIENCE INC. November 15, 2023 Wheels Up Experience Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The Corporation was originally incorporated under the name Wheels Up Experience Inc. The date of filing of the Corporation’s original

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39541 WHEEL

Letter Agreement, dated as of August 4, 2023, by and among Wheels Up Partners LLC, Wheels Up Class A-1 Loan Trust 2022-1, Wilmington Trust, National Association, as facility agent, security trustee, mortgagee, subordination agent and loan trustee, and each lender listed on the signature pages thereof.

Exhibit 10.14 August 4, 2023 Wheels Up Partners LLC 601 West 26th Street, Suite 900 New York, NY 10001 Attention: Chief Financial Officer and Chief Legal Officer Re: Principal and Interest Payment Due July 17, 2023 Ladies and Gentlemen: Reference is made to: (i) those certain Trust Indenture and Mortgages, dated as of October 14, 2022 (as amended, restated, supplemented, or otherwise modified from

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 9, 2023 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. Employ

Letter Agreement, dated as of August 9, 2023, by and among Wheels Up Partners LLC, Wheels Up Class A-1 Loan Trust 2022-1, Wilmington Trust, National Association, as facility agent, security trustee, mortgagee, subordination agent and loan trustee, and each lender listed on the signature pages thereof.

Exhibit 10.15 August 9, 2023 Wheels Up Partners LLC 601 West 26th Street, Suite 900 New York, NY 10001 Attention: Chief Financial Officer and Chief Legal Officer Re: Principal and Interest Payment Due July 17, 2023 Ladies and Gentlemen: Reference is made to: (i) those certain Trust Indenture and Mortgages, dated as of October 14, 2022 (as amended, restated, supplemented, or otherwise modified from

Letter Agreement, dated as of July 31, 2023, by and among Wheels Up Partners LLC, Wheels Up Class A-1 Loan Trust 2022-1, Wilmington Trust, National Association, as facility agent, security trustee, mortgagee, subordination agent and loan trustee, and each lender listed on the signature pages thereof.

Exhibit 10.13 July 31, 2023 Wheels Up Partners LLC 601 West 26th Street, Suite 900 New York, NY 10001 Attention: Chief Financial Officer and Chief Legal Officer Re: Principal and Interest Payment Due July 17, 2023 Ladies and Gentlemen: Reference is made to those certain Trust Indenture and Mortgages, dated as of October 14, 2022 (as amended, restated, supplemented, or otherwise modified from time

Wheels Up Reports Third Quarter Results New investment and deeper alignment with Delta underscore company’s improving position

Exhibit 99.1 Wheels Up Reports Third Quarter Results New investment and deeper alignment with Delta underscore company’s improving position NEW YORK – November 9, 2023 – Wheels Up Experience Inc. (NYSE:UP) today announced financial results for the third quarter, which ended September 30, 2023. Third Quarter 2023 Highlights •Revenue decreased $100 million year-over-year to $320 million •Adjusted Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 14, 2023 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. Em

Employment Agreement, dated as of October 2, 2023, by and among Wheels Up Experience Inc., Wheels Up Partners LLC, and George Mattson

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT, dated as of October 2, 2023 (this “Agreement”), is made and entered into by and among Wheels Up Experience Inc. (t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 26, 2023 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. Empl

UP / Wheels Up Experience Inc - Class A / Cox Investment Holdings, Inc. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Wheels Up Experience Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 96328L 205 (CUSIP Number) Luis A. Avila Assistant Secretary Cox Enterprises, Inc. 6205 Peachtree Dunwoody Rd. Atlanta, GA 30

Joint Filing Agreement by and among the Reporting Persons.

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and have duly executed this joint filing agreement as of the date set forth below.

UP / Wheels Up Experience Inc - Class A / CK Wheels LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Wheels Up Experience Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 96328L 205 (CUSIP Number) Thomas LaMacchia c/o Certares Management LLC 350 Madison Avenue, 8th floor New York, New York 10017 (212)

UP / Wheels Up Experience Inc - Class A / DELTA AIR LINES INC /DE/ - AMENDMENT NO. 3 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Wheels Up Experience Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 96328L 205 (CUSIP Number) Peter W. Carter Executive Vice President – External Affairs Delta Air Lines, Inc. 1030 Delta Boulevard

Aircraft Mortgage and Security Agreement (First-Priority Lien), dated as of September 20, 2023, by Wheels Up Parents LLC, as owner, in favor of U.S. Bank Trust Company, N.A., in its capacity as Collateral Agent as mortgagee for the Secured Parties.

Exhibit 10.3 Execution Version AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of September 20, 2023 made by WHEELS UP PARTNERS LLC, as Owner in favor of U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely in its capacity as Collateral Agent, as Mortgagee Table of Contents Page ARTICLE 1 DEFINITIONS 5 Section 1.01 Definitions. For all purposes of this Mortgage, except as oth

Security Agreement, dated as of September 20, 2023, by and among U.S. Bank Trust Company, N.A., as collateral agent, Wheels Up Experience Inc., as Borrower, and the guarantor parties thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 21, 2023)

Exhibit 10.2 Execution Version SECURITY AGREEMENT dated as of September 20, 2023 among WHEELS UP EXPERIENCE INC. THE GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely as as Administrative Agent and Collateral Agent TABLE OF CONTENTS Page Section 1 . Definitions 1 Section 2 . [Reserved] 4 Section 3 . Grant of Collateral Liens 4 Section 4 . Represen

Registration Rights Agreement, dated as of September 20, 2023, by and among the Issuer, Delta Air Lines, Inc. and certain other parties thereto (incorporated by reference to Exhibit 10.11 to the Issuer’s Current Report on Form 8-K filed on September 21, 2023).

Exhibit 10.11 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 20, 2023, is made and entered into by and among (i) Wheels Up Experience Inc., a Delaware corporation (the “Company”), and (ii) the equity holders set forth on Schedule 1 hereto (such equityholders, collectively with any person or entity who hereafter becomes a party to this Agr

Aircraft Mortgage and Security Agreement (Junior Lien), dated as of September 20, 2023, by Wheels Up Partners LLC, as owner in favor of U.S. Bank Trust Company, N.A., in its capacity as Collateral Agent as mortgagee for the Secured Parties (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 21, 2023)

Exhibit 10.4 Execution Version AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of September 20, 2023 made by WHEELS UP PARTNERS LLC, as Owner in favor of U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely in its capacity as Collateral Agent, as Mortgagee Table of Contents Page ARTICLE 1 DEFINITIONS 5 Section 1.01 Definitions. For all purposes of this Mortgage, except as oth

Secured Promissory Note, dated as of August 8, 2023, between Wheels Up Experience Inc. and Delta Air Lines, Inc., as Payee.

Exhibit 10.5 Execution Version THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS O

Third Amendment to Secured Promissory Note, dated as of September 6, 2023, between Wheels Up Experience Inc. and Delta Air Lines, Inc., as Payee.

Exhibit 10.8 Execution Version THIRD AMENDMENT TO SECURED PROMISSORY NOTE This THIRD AMENDMENT TO SECURED PROMISSORY NOTE (this “Agreement”), dated as of September 6, 2023, is made by and among Wheels Up Experience Inc., a Delaware corporation (the “Borrower”), each Guarantor and Delta Air Lines, Inc. (the “Payee”). PRELIMINARY STATEMENTS: (1)            The Borrower and the Payee are party to tha

Credit Agreement, dated as of September 20, 2023, among Wheels Up Experience Inc., as Borrower, the subsidiaries of Wheels Up Experience Inc. party thereto, as guarantors, the lenders party thereto from time to time and U.S. Bank Trust Company, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 21, 2023)

Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of September 20, 2023 among WHEELS UP EXPERIENCE INC., as Borrower, THE SUBSIDIARIES OF BORROWER PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO and U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely as Administrative Agent and Collateral Agent i Table of Contents Page Article 1. DEFINITIONS 1 Section 1.01. Define

Omnibus Amendment No. 1, dated as of September 20, 2023, by and among Wheels Up Partners LLC, certain Affiliates of Wheels Up Partners LLC listed on the signature pages thereof, certain Guarantors listed on the signature pages thereof, Wheels Up Class A-1 Loan Trust 2022-1, each Lender party to the Loan Agreement described therein, Wilmington Trust, National Association, not in its individual capacity but solely as mortgagee, security trustee, facility agent, loan trustee, subordination agent and trustee, as applicable (incorporated by reference to Exhibit 10.12 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 21, 2023)

Exhibit 10.12 EXECUTION VERSION OMNIBUS AMENDMENT NO. 1 OMNIBUS AMENDMENT NO. 1 (this “Amendment”), dated as of September 20, 2023, by and among WHEELS UP PARTNERS LLC, a Delaware limited liability company (“Wheels Up”), certain Affiliates of Wheels Up identified as Grantors on the signature pages hereof (together with Wheels Up, the “Grantors”), certain Affiliates of Wheels Up identified as Guara

Investment and Investor Rights Agreement, dated as of September 20, 2023, by and among the Issuer, Delta Air Lines, Inc. and certain other parties thereto (incorporated by reference to Exhibit 10.10 to the Issuer’s Current Report on Form 8-K filed on September 21, 2023).

  Exhibit 10.10   CONFIDENTIAL     INVESTMENT AND INVESTOR RIGHTS AGREEMENT   among   WHEELS UP EXPERIENCE INC.   and   THE INVESTORS LISTED ON SCHEDULE A HERETO           TABLE OF CONTENTS       Page       Article 1 Definitions 1 Section 1.01. Definitions 1       Article 2 ISSUANCE OF SHARES 8 Section 2.01. Issuance of Shares 8 Section 2.02. Closing 8 Section 2.03. Mutual Conditions 8 Section 2.0

Second Amendment to Secured Promissory Note, dated as of August 21, 2023, between Wheels Up Experience Inc. and Delta Air Lines, Inc., as Payee.

Exhibit 10.7 Execution Version SECOND AMENDMENT TO SECURED PROMISSORY NOTE This SECOND AMENDMENT TO SECURED PROMISSORY NOTE (this “Agreement”), dated as of August 21, 2023, is made by and among Wheels Up Experience Inc., a Delaware corporation (the “Borrower”), each Guarantor and Delta Air Lines, Inc. (the “Payee”). PRELIMINARY STATEMENTS: (1)            The Borrower and the Payee are party to tha

Fourth Amendment to Secured Promissory Note, dated as of September 14, 2023, between Wheels Up Experience Inc. and Delta Air Lines, Inc., as Payee.

Exhibit 10.9 Execution Version FOURTH AMENDMENT TO SECURED PROMISSORY NOTE This FOURTH AMENDMENT TO SECURED PROMISSORY NOTE (this “Agreement”), dated as of September 14, 2023, is made by and among Wheels Up Experience Inc., a Delaware corporation (the “Borrower”), each Guarantor and Delta Air Lines, Inc. (the “Payee”). PRELIMINARY STATEMENTS: (1)           The Borrower and the Payee are party to t

Wheels Up Finalizes New Investment with Delta, Certares, Knighthead and Cox The $500 million credit facility is expected to provide financial stability and serve as a strategic platform for future profitable growth Also, announces new Board of Direct

Exhibit 99.1 Wheels Up Finalizes New Investment with Delta, Certares, Knighthead and Cox The $500 million credit facility is expected to provide financial stability and serve as a strategic platform for future profitable growth Also, announces new Board of Directors structure NEW YORK – Wheels Up Experience (NYSE: UP) today announced that it has closed the previously announced investment by Delta

First Amendment to Secured Promissory Note, dated as of August 15, 2023, between Wheels Up Experience Inc. and Delta Air Lines, Inc., as Payee.

Exhibit 10.6 Execution Version FIRST AMENDMENT TO SECURED PROMISSORY NOTE This FIRST AMENDMENT TO SECURED PROMISSORY NOTE (this “Agreement”), dated as of August 15, 2023, is made by and among Wheels Up Experience Inc., a Delaware corporation (the “Borrower”), each Guarantor and Delta Air Lines, Inc. (the “Payee”). PRELIMINARY STATEMENTS: (1)            The Borrower and the Payee are party to that

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): September 20, 2023 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. Empl

, 2023, by and among Delta Air Lines, Inc., Wheels Up Partners LLC and Wheels Up Partners Holdings LLC (incorporated by reference to Exhibit 10.13 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 21, 2023)

Exhibit 10.13 Amendment No. 2 To Commercial Cooperation Agreement This Amendment No. 2 to Commercial Cooperation Agreement (this “Amendment”) is made as of September 21, 2023, by and among Delta Air Lines, Inc. a Delaware corporation (“Delta”), Wheels Up Partners LLC, a Delaware limited liability company (“WUP”) and Wheels Up Partners Holdings LLC, a Delaware limited liability company (“WUPH” and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 17, 2023 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. Empl

Wheels Up appoints George N. Mattson as CEO Leadership and financial stability to underpin a new era of operational excellence and customer experience, setting the standard for private aviation with a seamless connection to premium commercial travel

Exhibit 99.1 Wheels Up appoints George N. Mattson as CEO Leadership and financial stability to underpin a new era of operational excellence and customer experience, setting the standard for private aviation with a seamless connection to premium commercial travel Wheels Up today announced George N. Mattson as its new Chief Executive Officer, as the company charts its future as a leader in private j

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): September 14, 2023 WHEELS UP EXPE

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): September 14, 2023 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. Empl

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): September 6, 2023 WHEELS UP EXPER

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): September 6, 2023 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. Emplo

UP / Wheels Up Experience Inc - Class A / DELTA AIR LINES INC /DE/ - AMENDMENT #2 TO FORM SC 13D Activist Investment

SC 13D/A 1 deltasc13da2.htm AMENDMENT #2 TO FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Wheels Up Experience Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 96328L 205 (CUSIP Number) Peter W. Carter Executive Vice President – Ext

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): August 15, 2023 WHEELS UP EXPERIE

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): August 15, 2023 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. Employe

Delta, Certares and Knighthead accelerate Wheels Up business transformation with expanded strategic partnership

Exhibit 99.1 Delta, Certares and Knighthead accelerate Wheels Up business transformation with expanded strategic partnership · No. 1 premium airline joins travel and tourism investment firm Certares and deep value and turnaround investment firm Knighthead in a non-binding agreement in principle to co-lead a $500 million facility · The lenders will receive newly issued Wheels Up Class A common stoc

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): August 15, 2023 WHEELS UP EXPERIE

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): August 15, 2023 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. Employe

UP / Wheels Up Experience Inc - Class A / DELTA AIR LINES INC /DE/ - AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Wheels Up Experience Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 96328L 205 (CUSIP Number) Peter W. Carter Executive Vice President – External Affairs Delta Air Lines, Inc. 1030 Delta Boulevard

Wheels Up Reports Second Quarter Results Results highlight operating progress of recent initiatives

Wheels Up Reports Second Quarter Results Results highlight operating progress of recent initiatives NEW YORK – August 14, 2023 – Wheels Up Experience Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-04321 WHEELS UP

Godsman and Wheels Up Partners LLC (and attachments) (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2023)

Exhibit 10.7 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. April 27, 2023 David Godsman [***] [***] Dear David, We are pleased to offer you a position at Wheels Up Partners LLC (the “Company”). We are excited to have you

Offer Letter, dated May 2, 2023, by and between Kristen Lauria and Wheels Up Partners LLC (and attachments) (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2023)

Exhibit 10.8 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. May 2, 2023 Kristen Lauria [***] [***] Dear Kristen, We are pleased to offer you a position at Wheels Up Partners LLC (the “Company”). We are excited to have you

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): August 8, 2023 WHEELS UP EXPERIEN

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): August 8, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-39541 CUSIP Number: 96328L205

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-39541 CUSIP Number: 96328L205 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Trans

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Redeemable Warrants, each warrant exercisable for 1/10th of a share of Common Stock at an exercise price of $115.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 WHEELS UP EXPERIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 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

Consulting Agreement, dated as of June 23, 2023, by and between Ravi Thakran and Wheels Up Partners LLC

 Exhibit 10.1   CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED.   CONSULTING AGREEMENT   THIS AGREEMENT made as of June 23, 2023, by and between Ravi Thakran (“Consultant”) and Wheels Up Partners LLC, a Delaware limited lia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 WHEELS UP EXPERIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 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

Wheels Up Provides Update on Market Speculation

Exhibit 99.1 Wheels Up Provides Update on Market Speculation NEW YORK – June 22, 2023 – Wheels Up Experience Inc. (NYSE:UP) today issued the following statement regarding speculation following public reports that it has retained new strategic advisors: “Wheels Up Experience continues to progress with redesigned programs to better serve its members and customers in support of our path to profitabil

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): June 22, 2023 WHEELS UP EXPERIENC

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): June 22, 2023 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

Amendment No. 2 to Seventh Amended and Restated Limited Liability Company Agreement of Wheels Up Partners Holdings LLC, dated as of June 7, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 8, 2023)

Exhibit 10.1 Execution Version   AMENDMENT NO. 2 TO SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT   This AMENDMENT NO. 2 (this “Amendment”) to the Seventh Amended and Restated Limited Liability Company Agreement, dated as of July 13, 2021 (as amended by Amendment No. 1 thereto, dated as of April 1, 2022, the “LLC Agreement”), of Wheels Up Partners Holdings LLC, a Delaware limite

Certificate of Amendment to Certificate of Incorporation of Wheels Up Experience Inc., effective as of June 7, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 8, 2023).

Exhibit 3.1 Execution Version   CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF WHEELS UP EXPERIENCE INC.   PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE   June 7, 2023   Wheels Up Experience Inc., a corporation organized under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:   1. The name of the Corporation is “Wh

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): June 7, 2023 WHEELS UP EXPERIENCE

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): June 7, 2023 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 o

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Wheels Up Experience Inc.

As filed with the Securities and Exchange Commission on June 1, 2023

As filed with the Securities and Exchange Commission on June 1, 2023 Registration No.

Wheels Up Announces Reverse Stock Split 1-for-10 Reverse Stock Split for Common Stock Expected to Begin Trading on Reverse Split-Adjusted Basis on June 8, 2023

Exhibit 99.1 Wheels Up Announces Reverse Stock Split 1-for-10 Reverse Stock Split for Common Stock Expected to Begin Trading on Reverse Split-Adjusted Basis on June 8, 2023 NEW YORK – Wheels Up Experience (NYSE: UP) (“Wheels Up” or the “Company”) is announcing that following stockholder approval on May 31, 2023, the Company’s Board of Directors approved a reverse stock split (the “Reverse Stock Sp

Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023, and forms of award agreements thereunder (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 1, 2023)

Exhibit 10.1 WHEELS UP EXPERIENCE INC. 2021 LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED APRIL 1, 2023) WHEELS UP EXPERIENCE INC. 2021 LONG-TERM INCENTIVE PLAN (as amended and restated April 1, 2023) I. PURPOSE The Plan is designed to attract, retain and motivate selected Eligible Employees and Key Non-Employees of the Company and its Affiliates, and reward them for making major contributions

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): May 31, 2023 WHEELS UP EXPERIENCE

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): May 31, 2023 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 o

Release and Waiver, dated as of May 9, 2023, by and among Kenneth Dichter, Wheels Up Experience Inc., Wheels Up Partners Holdings LLC, Wheels Up Partners LLC and Wheels Up MIP LLC (solely with respect to Section 2(c)(2) thereof)

Exhibit 10.1 Execution Version RELEASE AND WAIVER This Release and Waiver (this “Release”) is entered into by and among Kenneth Dichter (“Executive”), Wheels Up Partners LLC (the “Company”), Wheels Up Partners Holdings LLC (“Holdings”), Wheels Up Experience Inc. (“Parent” and together with the Company and Holdings, the “Company Group”), and solely with respect to Section 2(c)(2) hereof, Wheels Up

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-04321 WHEELS UP

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): May 9, 2023 WHEELS UP EXPERIENCE

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): May 9, 2023 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

Wheels Up Announces Increased Revenue for First Quarter 2023 Board member Ravi Thakran named Executive Chairman; CFO Todd Smith named Interim CEO Flight program changes to benefit members and strengthen path to profitability

Exhibit 99.1 Wheels Up Announces Increased Revenue for First Quarter 2023 Board member Ravi Thakran named Executive Chairman; CFO Todd Smith named Interim CEO Flight program changes to benefit members and strengthen path to profitability NEW YORK – May 9, 2023 – Wheels Up Experience Inc. (NYSE:UP) today announced financial results for the first quarter, which ended March 31, 2023. First Quarter 20

Offer Letter, dated July 19, 2022, by and between Mark Briffa and Air Partner Limited (including the Director’s Service Agreement attached as Annex A thereto and Amendment No. 1 thereto) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2023)

EX-10.1 2 ex-101xbriffaofferletterda.htm EX-10.1 Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. 601 West 26TH St. New York, NY 10001 wheelsup.com 855-FLY-8760 July 19, 2022 Mark Briffa [***] Dear Mark, We are

Executive Chairman Agreement, dated as of May 9, 2023, by and between Ravi Thakran and Wheels Up Experience Inc.

Exhibit 10.2 EXECUTIVE CHAIRMAN AGREEMENT THIS EXECUTIVE CHAIRMAN AGREEMENT (the “Agreement”), dated as of the May 9, 2023, is by and between Wheels Up Experience Inc. (the “Corporation”) and Ravi Thakran (the “Executive”). W I T N E S S E T H : WHEREAS, the Executive is a member of the board of directors of the Corporation (the “Board”); WHEREAS, the Corporation wishes to set forth the terms and

Wheels Up Announces Executive Transitions Founder Kenny Dichter to step away as CEO, will continue to serve on the Board of Directors Elevates current Board member Ravi Thakran to Executive Chairman Names CFO Todd Smith as Interim CEO

EX-99.2 5 ex-992xpressreleasedatedma.htm EX-99.2 Exhibit 99.2 Wheels Up Announces Executive Transitions Founder Kenny Dichter to step away as CEO, will continue to serve on the Board of Directors Elevates current Board member Ravi Thakran to Executive Chairman Names CFO Todd Smith as Interim CEO NEW YORK – Wheels Up Experience (NYSE: UP) today announced that, as of today, Founder Kenny Dichter wil

Wheels Up Announces New Member Programs, Service Areas New features to deliver better pricing, performance and member experience; advance path to profitability

Exhibit 99.3 Wheels Up Announces New Member Programs, Service Areas New features to deliver better pricing, performance and member experience; advance path to profitability NEW YORK – Wheels Up Experience (NYSE: UP), the leading on-demand charter operator in the United States, today announced redesigned programs to better serve its members and customers with tailored private aviation solutions tha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

Separation and Release Agreement, dated April 26, 2023, by and between Lee Applbaum and Wheels Up Partners LLC

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED.   SEPARATION AND RELEASE AGREEMENT   This Separation and Release Agreement (this “Agreement”) is entered into by and between Lee Applbaum (“Employee”) and Wheels

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 26, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 12, 2023 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

Wheels Up Receives NYSE Continued Listing Standard Notice

Exhibit 99.1 Wheels Up Receives NYSE Continued Listing Standard Notice NEW YORK — April 14, 2023 — (Business Wire) — Wheels Up Experience Inc. (NYSE: UP) (the “Company” or “Wheels Up”) today announced that on April 12, 2023 it received a notice from the New York Stock Exchange (the “NYSE”) that the average closing price per share of its common stock did not exceed $1.00 over a 30 consecutive tradi

April 13, 2023

April 13, 2023 VIA EDGAR Division of Corporation Finance Office of Energy & Transportation U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

WHEELS UP EXPERIENCE INC. UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS

Exhibit 99.1 WHEELS UP EXPERIENCE INC. UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 Explanatory Note Wheels Up Experience Inc. (the “Company” or “Wheels Up”) is furnishing this Exhibit 99.1 to the Company’s Current Report on Form 8-K/A (the “Current Report”) filed with the U.S. Securities and Exchange Commissio

Separation and Release Agreement, dated October 28, 2022, by and between Jason Horowitz and Wheels Up Partners LLC.

Exhibit 10.30 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (this “Agreement”) is entered into by and between Jason Horowitz (“Employee”) and Wheels Up Partners LLC (the “Company”). In consideration of the material promises contained herein, the parties agree as follows: 1.TERMINATION OF EMPLOYMENT (a)Employee’s last day of employment with the Company is November 1, 2022 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2022 WHEELS UP EXPE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2022 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. Empl

Consulting Agreement, dated as of November 2, 2022, by and between Jason Horowitz and Wheels Up Partners LLC.

Exhibit 10.31 CONSULTING AGREEMENT THIS AGREEMENT made as of November 2, 2022, by and between Jason Horowitz (“Consultant”) and Wheels Up Partners LLC (the “Company” and, sometimes collectively referred to with Consultant as the “Parties”). WHEREAS, Company wishes to retain Consultant, given his institutional knowledge and industry network, to provide services with respect to acting as a Company l

WHEELS UP EXPERIENCE INC. UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS

Exhibit 99.2 WHEELS UP EXPERIENCE INC. UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022 Explanatory Note Wheels Up Experience Inc. (the “Company” or “Wheels Up”) is furnishing this Exhibit 99.2 to the Company’s Current Report on Form 8-K/A (the “Current Report”) filed with the U.S. Securities and Exchange Commission

Amended and Restated By-Laws of Wheels Up Experience Inc. (incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K, filed with the SEC on March 31, 2023).

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF WHEELS UP EXPERIENCE INC. EFFECTIVE AS OF DECEMBER 12, 2022 ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of Wheels Up Experience Inc. (the “Corporation”) within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the Corporation or

List of Subsidiaries.

Exhibit 21.1 SUBSIDIARIES OF WHEELS UP EXPERIENCE INC. AS OF DECEMBER 31, 2022 Name of Subsidiary Jurisdiction of Organization Aircraft Charter Company Three, LLC Indiana Aircraft Charter Company Two, LLC Indiana Aircraft Holding Company One, LLC Indiana Air Partner Aviation Services Limited United Kingdom Air Partner CHS Limited United Kingdom Air Partner Consulting Limited United Kingdom Air Par

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [Mark One] ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [Mark One] ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-04321 WHEELS UP EXPE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-04321 WHE

Description of Our Securities.

EX-4.3 3 ex-43xdescriptionofoursecu.htm EX-4.3 Exhibit 4.3 WHEELS UP EXPERIENCE INC. DESCRIPTION OF OUR SECURITIES The following summary of the material terms of certain provisions of the securities of Wheels Up Experience Inc. (“Wheels Up,” “WUP,” “we,” “our” or the “Company”) is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Pe

Wheels Up Announces Record Revenue for Fourth Quarter 2022 Leveraging strong foundation for future profitability and growth

Wheels Up Announces Record Revenue for Fourth Quarter 2022 Leveraging strong foundation for future profitability and growth NEW YORK – March 9, 2023 – Wheels Up Experience Inc.

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): March 9, 2023 WHEELS UP EXPERIENC

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): March 9, 2023 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

Kenny Dichter

Exhibit 99.1 From: Kenny Dichter To: All Wheels Up and Air Partner Employees Subject: The Path Forward Time: March 1, 2023, 4:05 pm ET Team: As you are aware, last August we publicly announced our commitment to deliver adjusted EBITDA profitability in 2024, while simultaneously investing in an extraordinary customer experience. Since then, we have been laser-focused on our operations, technology,

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): March 1, 2023 WHEELS UP EXPERIENC

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): March 1, 2023 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

UP / Wheels Up Experience Inc. / Dichter Kenneth H - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Wheels Up Experience Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 96328L106 (CUSIP Number) Kenneth H. Dichter Wheels Up Experience Inc. 601 West 26th Street New York, NY 10001 (212) 257-5252 (Name

Transactions involving shares of Common Stock of the Issuer during the past 60 days.

Exhibit 99.1 Transactions involving shares of Common Stock of the Issuer during the past 60 days On December 14, 2022, Mr. Dichter purchased 247,673 shares of Common Stock through open market purchases on the NYSE for a weighted average purchase price of $1.1474. On December 15, 2022, Mr. Dichter purchased 152,327 shares of Common Stock through open market purchases on the NYSE for a weighted aver

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): December 12, 2022 WHEELS UP EXPER

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): December 12, 2022 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. Emplo

Amended and Restated By-Laws of Wheels Up Experience Inc.

Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF WHEELS UP EXPERIENCE INC. (THE ?CORPORATION?) EFFECTIVE AS OF DECEMBER 12, 2022 Article I OFFICES Section 1.1 Registered Office. The registered office of Wheels Up Experience Inc. (the ?Corporation ?) within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office o

Wheels Up Announces Record Third Quarter Revenue Up 39% Year-over-Year Continued focus on delivering Adjusted EBITDA profitability in 2024 through cost reductions, streamlined organizational structure, and accelerated digital transformation

Wheels Up Announces Record Third Quarter Revenue Up 39% Year-over-Year Continued focus on delivering Adjusted EBITDA profitability in 2024 through cost reductions, streamlined organizational structure, and accelerated digital transformation NEW YORK – November 9, 2022 – Wheels Up Experience Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 2022 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. Employ

Separation and Release Agreement, dated November 7, 2022, by and between Vinayak Hegde and Wheels Up Partners LLC

SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (this “Agreement”) is entered into by and between Vinayak Hegde (“Employee”) and Wheels Up Partners LLC (the “Company”) as of November 7, 2022.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-04321 WHEEL

Security Agreement (Intellectual Property), dated as of October 14, 2022, among Wheels Up Partners LLC, certain affiliates of Wheels Up Partners LLC listed on the signature pages thereto, and Wilmington Trust, National Association, as loan trustee (incorporated by reference to Exhibit 4.9 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 17, 2022).

Exhibit 4.9 EXECUTION COPY SECURITY AGREEMENT Dated as of October 14, 2022 Between THE GRANTORS REFERRED TO HEREIN, as Grantors, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Mortgagee Table of Contents Page Section 1. Definitions 1 Section 2. Grant of Security Interest 5 Section 3. Supplements; Further Assurances 6 Section 4. No Release; Limitations on Secured Party?s Obligations 7 Section 5. Re

Security Agreement, dated as of October 14, 2022, among Wheels Up Class A-1 Loan Trust 2022-1 and Wilmington Trust, National Association, not in its individual capacity but solely as security trustee and the facility agent (incorporated by reference to Exhibit 4.8 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 17, 2022).

Exhibit 4.8 Execution Version SECURITY AGREEMENT dated as of October 14, 2022 by and among WHEELS UP CLASS A-1 LOAN TRUST 2022-1 and WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Security Trustee and Facility Agent T A B L E O F C O N T E N T S ARTICLE I DEFINITIONS 1 Section 1.01. DEFINITIONS 1 Section 1.02. CONSTRUCTION AND USAGE 3 Section 1.03. ACTS OF

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): October 14, 2022 WHEELS UP EXPERI

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): October 14, 2022 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. Employ

Guarantee, dated as of October 14, 2022 from each person listed in Schedule I thereto and each other person that becomes an additional guarantor pursuant thereto, to the beneficiaries listed in Schedule II thereto (incorporated by reference to Exhibit 4.6 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 17, 2022)

Exhibit 4.6 EXECUTION COPY GUARANTEE dated as of October 14, 2022 from the Guarantors party hereto to the beneficiaries listed in Schedule II hereto Table of Contents Page Section 1. Guarantee 1 Section 2. No Implied Third Party Beneficiaries 3 Section 3. Waiver; No Set-off; Reinstatement; Subrogation 3 Section 4. Amendments, Etc. 3 Section 5. Payments 4 Section 6. Covenants 4 Section 7. Additiona

Loan Agreement, dated as of October 14, 2022, by and among Wheels Up Class A-1 Loan Trust 2022-1, each lender from time to time party thereto, and their permitted successors and assigns, and Wilmington Trust, National Association, as facility agent and security trustee for the lenders (incorporated by reference to Exhibit 4.7 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 17, 2022).

Exhibit 4.7 Execution Version $270,000,000 LOAN AGREEMENT dated as of October 14, 2022 by and among WHEELS UP CLASS A-1 LOAN TRUST 2022-1 as Borrower, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Facility Agent and Security Trustee, and THE LENDERS PARTY HERETO FROM TIME TO TIME CUSIP: 96329C AA3 ISIN: US96329CAA36 Table of Contents Page ARTICLE I Definitions and Terms 1.1. Definitions 1 1.2. Rules

SCHEDULE I

Exhibit 99.2 SCHEDULE I The following documents (hereinafter collectively referred to as the ?Aircraft-Specific Documents?) have been filed with this Current Report on Form 8-K as form documents: a. Form of Participation Agreement N[], dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated there

Intercreditor Agreement, dated as of October 14, 2022, among Wheels Up Class A-1 Loan Trust 2022-1 and Wilmington Trust, National Association, not in its individual capacity except as described therein, but solely as subordination agent and trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 17, 2022).

Exhibit 4.2 Execution Version INTERCREDITOR AGREEMENT (2022-1) Dated as of October 14, 2022 AMONG WHEELS UP CLASS A-1 LOAN TRUST 2022-1, AND WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity except as expressly set forth herein but solely as Subordination Agent and Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.1. Definitions 1 ARTICLE II TRUST ACCOUNTS; CONT

Wheels Up Announces New Financing to Support Investments In Operations, Technology and Member Experience Announces Date of Third Quarter 2022 Earnings call

Exhibit 99.1 Wheels Up Announces New Financing to Support Investments In Operations, Technology and Member Experience Announces Date of Third Quarter 2022 Earnings call NEW YORK ? October 17, 2022 ? (Business Wire) ? Wheels Up Experience Inc. (NYSE: UP), the leading brand in private aviation, today announced that its subsidiary, Wheels Up Partners LLC, has issued equipment notes in the aggregate p

Form of Participation Agreement N[_____], among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as subordination agent (Exhibit B to Note Purchase Agreement) (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 17, 2022).

Exhibit 4.1 EXECUTION COPY NOTE PURCHASE AGREEMENT Dated as of October 14, 2022 Among WHEELS UP PARTNERS LLC WHEELS UP CLASS A-1 LOAN TRUST 2022-1 and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Subordination Agent Table of Contents Page Section 1. Financing of Aircraft 2 Section 2. Conditions Precedent 4 Section 3. Representations and Warranties 4 Section 4. Covenants 10 Section 5. Notices 15 Sect