UP on NYSE

Wheels Up

Logo: wheelsup.com4

American aviation company

Wheels Up is a provider of "on demand" private aviation in the United States and one of the largest private aviation companies in the world. It was founded in 2013 by Kenny Dichter, using a membership/on-demand business model. Wheels Up members can book private aircraft from the company fleet and third-party operators using a mobile application.3 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

2013Founded1

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  • TickerUP on NYSE1
  • IndustryAir Transportation, Nonscheduled1
  • HeadquartersNew York City1
  • Websitewheelsup.com
  • Business address2135 American Way, Chamblee, Ga 303415
  • Filer categoryAccelerated filer, Smaller reporting company5
Beechcraft B300 King Air 350i (N833UP, cn FL-947) (11-11-2022)
Photo: ZLEA, CC BY-SA 4.0, via Wikimedia Commons8

Wheels Up is a provider of "on demand" private aviation in the United States and one of the largest private aviation companies in the world. It was founded in 2013 by Kenny Dichter, using a membership/on-demand business model. Wheels Up members can book private aircraft from the company fleet and third-party operators using a mobile application.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-27.6%Operating margin9
-39.9%Net margin9
-7.0%Revenue growth, 20259
-$259.9MFree cash flow9

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue90¢$662.8M
  • Research and development5¢$38.8M
  • Other costs4¢$31.5M
  • Income tax0¢$3.5M

Out of $736.5M in revenue.9 The company lost money this year.

Financial statements

Revenue101112139$736.5M in 2025+91% since 2019
0$500.0M$1.0B$1.5B$2.0B2019: $384.9M$384.9M20192020: $695.0M$695.0M2020+81%2021: $1.2B$1.2B2021+72%2022: $1.6B$1.6B2022+32%2023: $1.3B$1.3B2023−21%2024: $792.1M$792.1M2024−37%2025: $736.5M$736.5M2025−7%
Operating income101112139-$203.4M in 2025+160% since 2019
-$600.0M-$400.0M-$200.0M02019: -$78.1M-$78.1M20192020: -$63.0M-$63.0M2020−19%2021: -$203.3M-$203.3M2021+223%2022: -$560.0M-$560.0M2022+175%2023: -$443.6M-$443.6M2023−21%2024: -$258.8M-$258.8M2024−42%2025: -$203.4M-$203.4M2025−21%
Net income101112139-$294.2M in 2025+206% since 2019
-$600.0M-$400.0M-$200.0M02019: -$96.3M-$96.3M20192020: -$78.6M-$78.6M2020−18%2021: -$190.0M-$190.0M2021+142%2022: -$555.2M-$555.2M2022+192%2023: -$487.4M-$487.4M2023−12%2024: -$339.6M-$339.6M2024−30%2025: -$294.2M-$294.2M2025−13%
Fiscal year2019202020212022202320242025
Revenue$384.9M10$695.0M11$1.2B12$1.6B13$1.3B9$792.1M9$736.5M9
Cost of revenue$340.7M10$634.8M11$1.1B12$1.5B13$1.2B9$733.1M9$662.8M9
Research and development$14.0M10$21.0M11$33.6M12$57.2M13$61.9M9$40.7M9$38.8M9
Operating expenses$1.4B12$2.1B13$1.7B9$1.1B9$939.9M9
Operating income-$78.1M10-$63.0M11-$203.3M12-$560.0M13-$443.6M9-$258.8M9-$203.4M9
Interest$29.4M10$23.0M11$9.5M12$7.5M12$41.3M12
Income before tax-$197.2M12-$555.4M13-$486.0M9-$338.4M9-$290.7M9
Income tax$010$011$58.0K12$170.0K13$1.4M9$1.2M9$3.5M9
Net income-$96.3M10-$78.6M11-$190.0M12-$555.2M13-$487.4M9-$339.6M9-$294.2M9
Earnings per share-$0.9310-$0.4811-$9.2812-$22.6013-$3.699-$0.499-$0.429
Earnings per share (diluted)-$0.9310-$0.4811-$9.2812-$22.6013-$3.699-$0.499-$0.429
Shares (weighted, basic)20.5M shares1224.6M shares13132.2M shares9697.7M shares9706.0M shares9
Shares (weighted, diluted)20.5M shares1224.6M shares13132.2M shares9697.7M shares9706.0M shares9

Compare Wheels Up with another company

Corporate structure

Wheels Up sits at the top of its group. 16 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Wheels Up

  • Wheels Up New York City
    • Air Partner Aviation Services Limited Subsidiary · United Kingdom
    • Air Partner Group Limited Subsidiary · United Kingdom
    • Air Partner International GmbH Subsidiary · Germany
    • Air Partner Investments Limited Subsidiary · United Kingdom
    • Air Partner LLC Subsidiary · Delaware, United States
    • Air Partner Middle East DMCC Subsidiary · United Arab Emirates
    • Air Partner S.r.l. Subsidiary · Italy
    • Avianis Systems LLC Subsidiary · Delaware, United States
    • Safeskys Limited Subsidiary · United Kingdom
    • Wheels Up Blocker Sub LLC Subsidiary · Delaware, United States
    • Wheels Up Partners Holdings LLC Subsidiary · Delaware, United States
    • Wheels Up Partners LLC Subsidiary · Delaware, United States
    • Wheels Up Private Jets LLC Subsidiary · Kentucky, United States
    • Wheels Up TOA Holdings LLC Subsidiary · Delaware, United States
    • Wheels Up UK Limited Subsidiary · United Kingdom

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Wheels Up reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$394.4M9 Dec 31, 2025$564.4M9 Dec 31, 2024−30.1%
Accumulated depreciation$174.6M9 Dec 31, 2025$216.0M9 Dec 31, 2024−19.2%
Property and equipment, net$219.7M9 Dec 31, 2025$348.3M9 Dec 31, 2024−36.9%
Operating-lease assets (leased space)$111.9M9 Dec 31, 2025$56.9M9 Dec 31, 2024+96.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$133.9M9 Dec 31, 2025$216.4M9 Dec 31, 2024−38.1%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$209.9M9 Dec 31, 2025$217.0M9 Dec 31, 2024−3.3%
Intangible assets, net (excluding goodwill)$75.1M9 Dec 31, 2025$96.9M9 Dec 31, 2024−22.5%
Finite-lived intangibles, gross$195.3M9 Dec 31, 2025$199.7M9 Dec 31, 2024−2.2%
Accumulated amortization$120.2M9 Dec 31, 2025$102.8M9 Dec 31, 2024+17.0%
Finite-lived intangibles, net$75.1M9 Dec 31, 2025$96.9M9 Dec 31, 2024−22.5%

Inventory

ItemLatestA year beforeChange
Inventory, total$11.6M9 Dec 31, 2025$12.2M9 Dec 31, 2024−4.9%

Properties, in its own words

Aircraft Assets

Wheels Up has one of the largest and most diverse mixes of available aircraft in the industry. We utilize our owned and leased aircraft fleet to support both Wheels Up’s membership program and charter flights depending on the specific mission. We use a “floating fleet” model, which means that our controlled aircraft are geographically dispersed and do not return to a home base. We believe this model allows us to most efficiently address the flight needs of our members and customers, limit costly repositioning flights and provide a meaningful cost advantage. We also maintain a growing global network of safety-vetted charter operators, which must continually satisfy our safety standards for aircraft, crew and operations. Together, our controlled fleet and global network of third-party charter operators position us to provide our members and customers the ability to select a mode of travel that works for their specific needs.

The rest of Item 2

Fleet Modernization Strategy

In October 2024, we announced our current fleet modernization strategy, which we expect will result in the transition from the operation of four legacy private jet models — Hawker 400XP and Cessna Citation CJ3, X and Excel/XLS aircraft — to two different private jet models — Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft, while operating a smaller fleet of King Air 350i turboprop aircraft. We have made substantial progress to advance our fleet transformation, including the following:

•in November 2024, we acquired 17 Embraer Phenom 300 series aircraft from a third-party operator, which resulted in the immediate introduction of that aircraft type into our controlled fleet;

•in February 2025, we sold our owned Cessna Citation X aircraft to an unrelated third-party buyer, and entered into leases for a portion of the aircraft sold and amended existing leases with the buyer;

•in April 2025, we introduced our first Bombardier Challenger 300 series aircraft into our controlled fleet;

•in June 2025, we retired our legacy Cessna Citation CJ3 fleet from revenue service and in the fourth quarter of 2025, returned the last leased Citation CJ3 to its lessor;

•in September 2025, we sold seven of our owned Hawker 400XP aircraft to an unrelated third-party buyer and entered into short-term leases for a portion of the aircraft sold;

•in November 2025, we retired our Cessna Citation Excel and XLS fleet from revenue service and sold our owned aircraft of those models to an unrelated third-party buyer; and

•as of December 31, 2025, approximately 40% of our controlled jet fleet consisted of Bombardier Challenger 300 series and Embraer Phenom 300 series premium jets.

To achieve our fleet transition, we expect to engage in strategic acquisitions, dispositions and leases of aircraft as we continue the orderly divestiture of legacy private jet models and scale our premium jet fleets. We believe that our cash and cash equivalents, including cash received from any sales of our owned aircraft, operating cash flows, available borrowings under the Revolving Equipment Notes Facility and Revolving Credit Facility (each as defined in Note 8, Long-Term Debt in the Notes to Financial Statements in Part II, Item 8 “Financial Statements and Supplementary Data” in this Annual Report), and the execution of strategic transactions in the future, such as potential acquisitions of private aviation operators, strategic leasing arrangements or additional debt or equity financings, will provide us the flexibility to opportunistically transform our controlled fleet.

Wheels Up Controlled Aircraft

As of December 31, 2025, our owned and leased aircraft fleet was as follows:

Category · Owned · Leased · Total

Premium Jets:

Bombardier Challenger 300/350 · 2 · 7 · 9

Embraer Phenom 300/350 · 9 · 12 · 21

Total Premium Jets · 11 · 19 · 30

Large Jets:

Gulfstream G-IVSP · — · 2 · 2

Super-Midsize Jets:

Cessna Citation X · — · 22 · 22

Midsize Jets:

Cessna Citation Excel/XLS · — · 1 · 1

Light Jets:

Hawker 400XP · 15 · 4 · 19

Total Jets · 26 · 48 · 74

Turboprops(1) · 29 · — · 29

Total Aircraft · 55 · 48 · 103

__________________

(1)Consists of Beechcraft and Textron King Air 350i turboprop aircraft.

As part of our fleet modernization strategy, we are in the process of standardizing our brand livery and interior design across our Bombardier Challenger 300 series and Embraer Phenom 300 series fleets. The updated exterior livery reflects a modern and sophisticated aesthetic, with the iconic UP logo prominently displayed on the tail, winglets and belly. Inside, redesigned cabin interiors feature premium materials and finishes intended to enhance comfort and style and provide a refined in-flight experience. Additionally, we began installing Gogo streaming-quality satellite Wi-Fi in our Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft in the fourth quarter of 2025 and first quarter of 2026, respectively, which will provide our members and customers high-speed connectivity for an improved passenger experience. We believe that these enhancements align with our commitment to delivering a best-in-class private aviation experience, strengthening brand recognition and enhancing member and customer satisfaction.

Third-Party Network Aircraft

Item 2 of the 10-K filed Mar 10, 2026.16

The story

The company was founded in 2013 by Kenny Dichter. The company announced its management team in August 2013. It confirmed a Beechcraft turboprop order for 105 King Air 350i aircraft in a transaction valued at US$1.4 billion, including maintenance. The company focuses on non-hub markets that commercial airlines service less effectively. Wheels Up's marketing strategy involves entertainment at major sports and cultural events for their VIP members throughout the year.

By 2014, the company had more than 1,000 members and had taken possession of 27 new King Airs and 10 fully refurbished Cessna Citation jets. After five years in business as a United States-only membership, the company had sold 5,379 individual and 379 corporate memberships and owned 72 King Airs and 20 Citations. In 2017, Wheels Up flew 59,960 hours and covered close to 15 million mi (24 million km). Wheels Up also flies Beechcraft King Air 350i, which has good short field performance, cargo capacity and seats nine passengers.

Wheels Up was a sponsor of American Pharoah at the 2015 Belmont Stakes, when the Thoroughbred won the racing Triple Crown, and signed with the Miami Marlins as the team's Official Private Aviation Partner in 2018. The company has also been involved in philanthropic activities for National Breast Cancer Awareness Month, when it took delivery of a pink King Air 350i, and Ovarian Cancer Awareness Month. In February 2018, Wheels Up announced a new flight sharing membership called Wheels Up Connect. Connect members can access members' only community boards to share flights with full program members. The goal is to democratize private flying by making it more affordable. In June 2019, Wheels Up announced it had acquired Travel Management Company, referred to as TMC Jets, a charter operator with 24 light jets.

In September 2019, Wheels Up announced it had purchased Avianis, a B2B platform that streamlines communications between operators and brokers. On March 2, 2020, Wheels Up announced it had acquired Gama Aviation Signature, the largest Part 135 charter operators in the U.S. In April 2020, Wheels Up launched the "Meals Up" initiative with Russell Wilson and non-profit Feeding America to provide meals for those impacted by food insecurity. To date, Meals Up has donated over 80 Million meals to Feeding America.

Following its acquisitions of Delta Private Jets, Travel Management Company, Gama Aviation Signature, Mountain Aviation, and additional regional providers, Wheels Up Group is now the second-largest private aircraft operator in the U.S. behind NetJets.

In January 2022, Wheels Up announced it had reached an agreement to acquire Air Partner PLC (LSE: AIR), a U.K.-based global aviation services group with operations in 18 locations and across four continents.

In November 2022, Wheels Up partnered with AirMed International as their aviation partner to bring medical services to Wheels Up members.

In October 2023, Wheels Up's private aircraft management division was acquired by Airshare, an aircraft provider based in Kansas. Airshare acquired 90 airplanes and 300 employees. At that time Wheels Up still had 215 aircraft.

Read the full text

In November 2024, Wheels Up announced the successful closure of a $332 million revolving equipment notes facility with Bank of America. This financial move facilitated the acquisition of GrandView Aviation's fleet, which includes 17 Embraer Phenom 300 and 300E aircraft. Alongside the aircraft, the deal encompassed associated maintenance assets and customer programs, marking a significant expansion of Wheels Up’s operational capabilities and service offerings.

From Wikipedia’s article on Wheels Up, shared under CC BY-SA 4.0.6

Leadership

Who has led Wheels Up, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (36)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Air Partner Aviation Services Limited United Kingdom7
  • Air Partner Group Limited United Kingdom7
  • Air Partner International GmbH Germany7
  • Air Partner International SAS France7
  • Air Partner Investments Limited United Kingdom7
  • Air Partner LLC Delaware7
  • Air Partner Limited United Kingdom7
  • Air Partner Middle East DMCC United Arab Emirates7
  • Air Partner S.r.l. Italy7
  • Avianis Systems LLC Delaware7
  • Safeskys Limited United Kingdom7
  • Wheels Up Blocker Sub LLC Delaware7
  • Wheels Up Partners Holdings LLC Delaware7
  • Wheels Up Partners LLC Delaware7
  • Wheels Up Private Jets LLC Kentucky7
  • Wheels Up TOA Holdings LLC Delaware7
  • Wheels Up UK Limited United Kingdom7

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Aspirational Consumer Lifestyle Corp.Jul 29, 2020 to Jul 12, 20215

Timeline

  1. Oct 9, 20268-K Results of operations63
  2. Aug 14, 20268-K Executive or director change64
  3. Aug 4, 20268-K Entered a material agreement; Results of operations; New debt or obligation65
  4. Jun 10, 20268-K Executive or director change; Shareholder vote66
  5. Jun 1, 20268-K Entered a material agreement; New debt or obligation67
  6. May 26, 20268-K Entered a material agreement; New debt or obligation; Regulation FD disclosure68
  7. May 15, 2026New chief executive George N. Mattson becomes CEO17
  8. May 11, 20268-K Results of operations; Other events69
  9. Apr 29, 20268-K Regulation FD disclosure70
  10. Apr 27, 20268-K Entered a material agreement; Change to shareholders' rights; Bylaws or fiscal year changed71
  11. Apr 24, 20268-K Executive or director change; Regulation FD disclosure72
  12. Apr 14, 20268-K Other events73
  13. Feb 19, 20268-K Results of operations74
  14. Feb 27, 2024New chief executive Mark Briffa becomes CEO18
  15. Jul 15, 2021New chief executive Kenneth H. Dichter becomes CEO19
  16. Sep 22, 2020New chief executive Ravi Thakran becomes CEO20
  17. 2013Founded Founded1

Calendar

Coming up

  1. Nov 4, 2026Reports results for the quarter ending Sep/202675

When it reported results

  1. Oct 9, 2026Reported quarterly or annual results63
  2. Aug 4, 2026Reported quarterly or annual results65
  3. May 11, 2026Reported quarterly or annual results69
  4. Feb 19, 2026Reported quarterly or annual results74
  5. Nov 5, 2025Reported quarterly or annual results76
  6. Aug 7, 2025Reported quarterly or annual results77
  7. May 1, 2025Reported quarterly or annual results78
  8. Mar 11, 2025Reported quarterly or annual results79

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

430 filings to the SEC since October 2021: 5 annual reports, 16 quarterly reports, 75 major events, 220 insider forms, 28 large holders, 86 other. The latest 20:

  1. Oct 9, 20268-K/A EDGAR
  2. Oct 6, 20264 OWNERSHIP DOCUMENT EDGAR
  3. Oct 6, 20264 OWNERSHIP DOCUMENT EDGAR
  4. Oct 6, 20264 OWNERSHIP DOCUMENT EDGAR
  5. Oct 6, 20264 OWNERSHIP DOCUMENT EDGAR
  6. Oct 6, 20264 OWNERSHIP DOCUMENT EDGAR
  7. Sep 11, 20264 OWNERSHIP DOCUMENT EDGAR
  8. Sep 9, 20264 OWNERSHIP DOCUMENT EDGAR
  9. Sep 9, 20264 OWNERSHIP DOCUMENT EDGAR
  10. Sep 8, 2026144 EDGAR
  11. Sep 1, 20264 EDGAR
  12. Aug 28, 20264 OWNERSHIP DOCUMENT EDGAR
  13. Aug 28, 20264 OWNERSHIP DOCUMENT EDGAR
  14. Aug 28, 20264 OWNERSHIP DOCUMENT EDGAR
  15. Aug 28, 20264 OWNERSHIP DOCUMENT EDGAR
  16. Aug 28, 20264 OWNERSHIP DOCUMENT EDGAR
  17. Aug 28, 20264 OWNERSHIP DOCUMENT EDGAR
  18. Aug 28, 20264 OWNERSHIP DOCUMENT EDGAR
  19. Aug 28, 20264 OWNERSHIP DOCUMENT EDGAR
  20. Aug 14, 20268-K EDGAR

The 430 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

42 open-market trades by officers, directors and large owners since October 2021: 12 buys and 30 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 8, 2026Wells Meaghan DanielleChief Growth OfficerSale923$4.39$4.1KForm 4
Aug 31, 2026CK Wheels LLC10% ownerSale9,363$4.61$43.2KForm 4
Aug 10, 2026Wells Meaghan DanielleChief Growth OfficerSale4,358$5.41$23.6KForm 4
Jun 23, 2026CK Wheels LLC10% ownerSale100$7.00$700Form 4
Jun 18, 2026CK Wheels LLC10% ownerSale27,524$8.05$221.6KForm 4
Jun 17, 2026CK Wheels LLC10% ownerSale5,309$8.07$42.8KForm 4
Jun 16, 2026CK Wheels LLC10% ownerSale4,021$8.15$32.8KForm 4
Jun 15, 2026CK Wheels LLC10% ownerSale1,252$8.52$10.7KForm 4
Jun 11, 2026Briffa MarkChief Sales OfficerSale1,017$7.50$7.6KForm 4
May 18, 2026Mattson George NChief Executive OfficerBuy1,475$5.56$8.2KForm 4
May 15, 2026Mattson George NChief Executive OfficerBuy10,029$5.13$51.4KForm 4
May 14, 2026Mattson George NChief Executive OfficerBuy1,304$5.48$7.1KForm 4
May 13, 2026Briffa MarkChief Sales OfficerSale3,804$4.99$19.0KForm 4
May 13, 2026Mattson George NChief Executive OfficerBuy14,983$5.30$79.4KForm 4
Nov 7, 2025Briffa MarkChief Sales OfficerSale86,813$1.23$106.8KForm 4
Nov 7, 2025Wells Meaghan DanielleChief Growth OfficerSale47,931$1.22$58.5KForm 4
Sep 11, 2025Briffa MarkChief Sales OfficerSale9,904$2.18$21.6KForm 4
Aug 29, 2025Holtz David LChief Operating OfficerSale36,318$2.92$106.0KForm 4
Aug 28, 2025Briffa MarkChief Sales OfficerSale5,780$2.96$17.1KForm 4
Aug 27, 2025Moak Donald LeeDirectorSale43,166$3.11$134.2KForm 4

All 42 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 59. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Delta Air Lines, Inc.13,168,465$118.1M30.2%New
Knighthead Capital Management, LLC12,908,460$115.8M20.7%New
Whitebox Advisors LLC1,021,597$9.2M0.4%New
Kore Advisors LP770,231$6.9M8.0%New
BlackRock, Inc.391,189$3.5M0.0%New
Masters Capital Management LLC300,000$2.7M0.4%New
Vanguard Capital Management LLC218,479$2.0M0.0%New
Geode Capital Management, LLC125,276$1.1M0.0%New
Militia Capital Management LLC116,231$1.0M0.2%New
UBS Group AG90,936$815.7K0.0%New
Inspire Investing, LLC80,376$721.0K0.0%New
Northern Trust Corp40,816$366.1K0.0%New
Vanguard Portfolio Management LLC36,192$324.6K0.0%New
Charles Schwab Investment Management Inc35,483$318.3K0.0%New
Vanguard Fiduciary Trust Co33,067$296.6K0.0%New
Ieq Capital, LLC30,000$269.1K0.0%New
Instrumental Wealth, LLC29,710$266.5K0.1%New
New York State Common Retirement Fund11,000$98.7K0.0%New
Morgan Stanley8,959$80.4K0.0%New
State of Wyoming4,696$42.1K0.0%New
Wells Fargo & Company/mn4,568$41.0K0.0%New
Rhumbline Advisers4,045$36.3K0.0%New
Group One Trading LLC3,269$29.3K0.0%New
Citigroup Inc2,519$22.6K0.0%New
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.2,505$22.5K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Wheels Up is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARWheels Up Experience Inc.2
  • CIK0001819516
  • Employer ID (EIN)98-161761116
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company16
  • Incorporated inDelaware16
  • Fiscal year endsDecember 312
  • Industry code (SIC)4522 Air Transportation, Nonscheduled2
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance2
  • Business address2135 American Way, Chamblee, GA 303412
  • Phone1-855-359-87602
  • Shares outstanding36,275,841 as of Jul 31, 202615
  • Public float$106.8M as of Jun 30, 202516
  • AuditorGRANT THORNTON LLP, New York, New York PCAOB ID 248; it also attests to the company’s internal control over financial reporting16
  • On EDGAR sinceJul 29, 20202
  • Filings582 in all: 4 (216), 8-K (82), 3 (54), 425 (23), 10-Q (18), 144 (17), CORRESP (14), SC 13G (13)2
    All 43 form types

    UPLOAD (13), 424B3 (11), 4/A (10), S-8 (10), SC 13D/A (9), SC 13G/A (9), DEFA14A (8), 8-K/A (7), EFFECT (7), 10-K (6), DEF 14A (6), ARS (4), S-1/A (4), SC 13D (4), SCHEDULE 13G/A (4), NT 10-Q (3), POS AM (3), PRE 14A (3), S-4/A (3), 25-NSE (2), S-1 (2), S-3 (2), S-8 POS (2), SEC STAFF LETTER (2), 10-K/A (1), 10-Q/A (1), 424B4 (1), 424B5 (1), 8-A12B (1), CERT (1), DRS (1), NT 10-K (1), S-3/A (1), S-4 (1), SCHEDULE 13D/A (1)

  • Latest filingsAnnual report (10-K) Mar 10, 2026
    Quarterly report (10-Q) Aug 5, 2026
    Proxy statement (DEF 14A) Apr 24, 2026
    Latest 8-K (8-K) Aug 14, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, $0.0001 par value per shareUPNew York Stock Exchange

From the cover page of the 10-K filed Mar 10, 2026 (Section 12(b) of the Exchange Act).16

Risk factors and legal proceedings

The risks Wheels Up names in Item 1A of its 10-K filed Mar 10, 2026: 40 risks under these headings, as written.16

  • Risks Relating to Our Business Model, Strategic Execution and External Environment
  • We may not be able to successfully implement our growth strategies or realize the expected benefits of our strategic initiatives, including changes in our commercial offerings, operational efficiency and cost reduction actions, and our fleet modernization strategy.
  • We frequently evaluate strategic transactions involving our business, which involve risk and may adversely affect our ability to execute our strategic business initiatives or achieve our financial goals.
  • A decrease in demand for the private aviation services we offer could adversely affect our business, results of operations and financial condition.
  • The private aviation industry in the markets in which we compete is highly competitive.
  • Any damage to our reputation or brand image could adversely affect our business or financial results.
  • Risks Relating to Our Aircraft Operations and Safety
  • The operation of aircraft is subject to risks, and our failure, or the failure of the aviation industry, to maintain an acceptable safety record may adversely affect our business, results of operations and financial condition.
  • We are exposed to operational disruptions and costs due to maintenance and repairs to our aircraft.
  • We are sometimes affected by aviation-related factors beyond our control, any of which could have an adverse effect on our business, results of operations and financial condition.
  • Extreme weather, natural disasters and other adverse events could have an adverse effect on our business, results of operations and financial condition.
  • Terrorist activities, geopolitical hostilities or other security events may adversely affect our business, results of operations and financial condition.
The other 30 risks
  • Increases in fuel costs could adversely affect our business, results of operations and financial condition.
  • Risks Relating to Our Relationships with Third Parties
  • If we face problems with any of our third-party service providers, our operations could be adversely affected.
  • If third-party operators that we rely on to provide certain flights to our members and charter customers do not perform adequately or unexpectedly terminate their relationships with us, our costs may increase and our business, operations, results of operations and financial condition could be adversely affected.
  • We rely on third parties maintaining open marketplaces to distribute our mobile and web applications and flight management system, the disruption of which could adversely affect our business, results of operations and financial condition.
  • Risks Relating to Our Employees
  • The loss of key personnel upon whom we depend on to operate our business, the inability to attract additional qualified personnel and increased labor costs could adversely affect our business.
  • The unionization of our pilots, maintenance or operations personnel could increase our labor costs and lead to other operational disruptions.
  • Financial Risks Relating to Us and Our Business
  • We anticipate continued variability in our financial results as we execute our multi-year business transformation.
  • Our debt obligations include covenants and events of default that limit certain actions we may take, and any failure to comply with such covenants and events of default could adversely affect us.
  • Our ability to obtain additional financing, refinance our existing debt obligations in the future on terms we deem attractive or access the capital markets may be limited.
  • We may never realize the full value of our assets, including goodwill or our long-lived assets, which may cause us to record impairments that may adversely affect our results of operations and financial condition.
  • The residual value of our owned aircraft may be less than estimated in our depreciation policies.
  • We may incur substantial costs related our leased aircraft, including for return obligations.
  • Any inability to maintain sufficient insurance coverage on terms we deem attractive may adversely affect our business, financial position and results of operations.
  • Legal and Compliance-Related Risks to Us and Our Business
  • Any changes in federal, state, local and foreign laws, regulations and ordinances, including any that impose additional requirements and restrictions on our operations, could increase our compliance and operating costs and result in service delays and disruptions.
  • Any inability to satisfy the terms of our contractual agreements, including operating leases and debt financing obligations, could adversely affect our business, results of operations and financial condition.
  • Delta may have the right to terminate its commercial agreements with us under certain circumstances.
  • If we are unable to adequately protect our intellectual property or are found to be infringing on intellectual property of others, we may incur significant expense and our business may be adversely affected.
  • We are subject to litigation and may in the future be subject to additional actions, which could cause us to incur substantial costs and divert management’s attention and resources.
  • Risks Relating to Technology, Cybersecurity and Data Privacy
  • Any failure of or unauthorized access to our information security and data privacy systems may harm our reputation and adversely affect our business, results of operations and financial condition.
  • A failure in our technology or technology infrastructure, including due to our reliance on third parties, may adversely affect our business, results of operations and financial condition.
  • Privacy concerns in the territories in which we operate could result in additional costs and liabilities to us.
  • Risks Relating to Ownership of Our Securities and Being a Public Company
  • Certain stockholders, which are also lenders to the Company, have significant influence over the Company.
  • The price of our Common Stock may be volatile, including due to dilutive issuances of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock.
  • The NYSE may delist our Common Stock from trading on its exchange, which could limit investors’ ability to transact in our securities and subject us to additional trading restrictions.
  • Any material weakness in internal control over financial reporting (“ICFR”) or failure to maintain effective disclosure controls and procedures (“DCP”) could result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations.
  • Risks Relating to Our Organizational Documents
  • Delaware law and our Organizational Documents contain provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
  • Our Certificate of Incorporation has an exclusive forum provision for certain lawsuits that may have the effect of discouraging certain lawsuits, including derivative lawsuits and lawsuits against our directors and officers, by limiting plaintiffs’ ability to bring a claim in a judicial forum that they find favorable.
  • Our Organizational Documents and the Investor Rights Agreement include provisions limiting voting and control by non-U.S. Citizens.

Legal proceedings

From time to time, we are subject to various legal proceedings and claims, either asserted or unasserted, which may arise in the ordinary course of business. The outcome of these matters cannot be predicted with certainty. See Note 14, Commitments and Contingencies in the Notes to Consolidated Financial Statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in this Annual Report for a discussion of loss contingencies, if any. Below is a discussion of our significant pending legal proceedings:

GRP Litigation

As of the date of this Annual Report, we have an active lawsuit against Exclusive Jets, LLC d/b/a flyExclusive, a subsidiary of flyExclusive, Inc. (“FE”), to enforce our rights and remedies for wrongful termination by FE of the Fleet Guaranteed Revenue Program Agreement, dated November 1, 2021, between WUP and FE (the “GRP Agreement”). On June 30, 2023, FE notified us in writing of its immediate termination of the GRP Agreement. We believe that FE wrongfully terminated such agreement in breach thereof. We are seeking compensatory damages, including the return of material deposits held by FE under the GRP Agreement (collectively, the “GRP Deposit”) that were recorded in Other non-current assets on the consolidated balance sheets as of each of December 31, 2025 and 2024, as well as attorneys’ fees and costs.

On July 5, 2023, we originally filed a complaint against FE to enforce our rights under the GRP Agreement in the United States District Court for the Southern District of New York. In August 2023, we re-filed the complaint against FE in the Supreme Court of the State of New York in New York County (“NY State Court”). On December 2, 2025, the NY State Court dismissed our complaint without prejudice, citing its lack of personal jurisdiction over FE and declining to render any decision on the merits of the case. On December 23, 2025, FE’s related counterclaim in NY State Court was discontinued without prejudice.

The opening of Item 3, Legal Proceedings.16

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