ﾎｲｰﾙｽﾞｱｯﾌﾟｴｸｽﾍﾟﾘｴﾝｽの適時開示・重要契約・その他

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 21, 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
of incorporation)	File Number)	Identification No.)

2135 American Way
Chamblee, Georgia	30341
(Address of principal executive offices)	(Zip Code)

(212) 257-5252

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, $0.0001 par value per share

New York Stock Exchange

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

Emerging growth company ¨

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

Item 1.01

Entry into a Material Definitive Agreement.

On September 21, 2025 (the “Amendment Date”), Wheels Up Experience Inc. (the “Company”) entered into Amendment No. 3 to Investment and Investor Rights Agreement (the “Investor Rights Agreement Amendment”), with each of Delta Air Lines, Inc. (“Delta”), CK Wheels LLC (“CK Wheels”), Cox Investment Holdings, LLC (“CIH” and, collectively with Delta and CK Wheels, the “Lead Investors”), and each of Kore Air LLC, Pandora Select Partners, L.P., Whitebox GT Fund, LP, Whitebox Multi-Strategy Partners, L.P., and Whitebox Relative Value Partners, L.P. (collectively, the “Additional Investors” and, collectively with the Lead Investors, the “Investors”), to amend and extend, among others, certain transfer restrictions set forth in the Investment and Investor Rights Agreement, dated September 20, 2023, by and among, the Company and the Investors (as amended by Amendment No. 1 thereto, dated as of November 15, 2023, as further amended by Amendment No. 2 thereto, dated as of September 22, 2024, and as further amended by the Investor Rights Agreement Amendment, the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement Amendment:

the Lead Investors agreed to extend the lock-up restriction applicable to all of their shares of the Company’s Class A common stock, $0.0001 par value per share (“Common Stock”), issued pursuant to the Investor Rights Agreement (“Shares”) through May 22, 2026 (the “Extended Lock-Up Expiration”), subject to limited exceptions for transfers to Permitted Transferees (as defined in the Investor Rights Agreement); and

the Additional Investors agreed to extend the lock-up restriction with respect to 29% of their Shares through January 2, 2026, subject to limited exceptions for transfers to Permitted Transferees; provided, that any transfers or sales of Shares held by the Additional Investors after the Amendment Date and until the Extended Lock-Up Expiration may not occur during specified periods, are subject to certain volume limitations and may not be at a price less than the minimum price per share, in each case as specified in the Investor Rights Agreement Amendment.

Pursuant to the Investor Rights Agreement Amendment, approximately 86.4% and 83.6% of the Company’s outstanding shares of Common Stock as of the Amendment Date will remain subject to a lock-up restriction until January 2, 2026 and May 22, 2026, respectively.

On the Amendment Date, the holders that collectively beneficially own in excess of 66.67% of the Registrable Securities (as defined in the Registration Rights Agreement, dated as of September 20, 2023, by and among the Company and the equity holders set forth on Schedule 1 thereto) extended the deadline by which the Company must file an initial shelf registration statement to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”), to May 22, 2026.

As of the Amendment Date: (i) there were 720,338,634 shares of Common Stock outstanding (excluding treasury stock); (ii) Delta beneficially owned approximately 36.6% of the outstanding shares of Common Stock, of which any shares in excess of 29.9% of the shares of Common Stock entitled to vote at any meeting of the Company’s stockholders or for purposes of any consent solicitation that are held by Delta will be neutral shares with respect to voting rights, voted in proportion to all other votes cast at such meeting or for such consent solicitation other than by Delta; (ii) CK Wheels beneficially owned approximately 35.8% of the outstanding shares of Common Stock; (iii) CIH beneficially owned approximately 11.9% of the outstanding shares of Common Stock; and (iv)(a) each Investor was a lender under the Company’s secured credit facility, and was a party to certain other agreements concerning the governance of the Company and commercial arrangements, in each case as disclosed under the heading “Related Person Transactions with Holders of More than 5% of Our Voting Stock” in the Company’s definitive proxy statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on April 24, 2025, and (b) Delta and the Company were parties to certain transactions described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2025.

The foregoing description of the Investor Rights Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to a copy thereof, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 7.01

Regulation FD Disclosure.

On September 22, 2025, the Company issued a press release regarding the lock-up extension described in Item 1.01 of this Current Report on Form 8-K (this “Current Report”), a copy of which is furnished as Exhibit 99.1 and incorporated by reference herein.

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

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1*		Amendment No. 3 to Investment and Investor Rights Agreement, dated September 21, 2025, by and among Wheels Up Experience Inc. and the Investors listed on the signature pages thereto
99.1**		Press Release, dated September 22, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.
**	Furnished herewith.

SIGNATURE

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

	WHEELS UP EXPERIENCE INC.

Date: September 22, 2025	By:	/s/ George Mattson
		Name:	George Mattson
		Title:	Chief Executive Officer

EX-10.1 2 tm2526628d1_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

Execution Version

AMENDMENT NO. 3 TO INVESTMENT AND INVESTOR RIGHTS AGREEMENT

This Amendment No. 3 (“Amendment No. 3”), dated as of September 21, 2025, 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”), as supplemented by the several Joinders thereto, dated November 15, 2023 (collectively, the “Investment Agreement Joinders”), and as further amended by Amendment No. 2 thereto, dated as of September 22, 2024 (“Amendment No. 2”), collectively the “Investment Agreement”), by and among Wheels Up Experience Inc., a Delaware corporation (the “Company”), and the entities listed on Schedule A to the Investment Agreement (each, an “Investor” and collectively, the “Investors”), is made and entered into by and between the Company and the Investors listed on the signature pages hereto. Capitalized terms used herein without definition have the meanings assigned to them in the Investment Agreement.

W I T N E S S E T H:

WHEREAS, Section 8.03(b) of the Investment Agreement permits the amendment and modification of the Investment Agreement provided such amendment or modification is in writing and signed by each of the Parties to the Investment Agreement affected by such amendment or modification; and

WHEREAS, the Investors and the Company desire to amend and modify the Investment Agreement as set forth in this Amendment No. 3.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.             The Investment Agreement is hereby amended, modified, or supplemented as follows:

(a)

Section 6.06(a)(i) is hereby amended by inserting at the end of such section the following: “For the period from September 21, 2025 through May 22, 2026 (the “Second Extended Restricted Period”), none of the Initial Investors shall Transfer or permit the Transfer of any or all of its or its Affiliates’ Shares, except to one or more of its Permitted Transferees. For the period from September 21, 2025 through January 2, 2026 (the “Additional Investor Restricted Period”), each Additional Investor shall not Transfer or permit the Transfer of more than 71% of its or its Affiliates’ Shares (which includes, for the avoidance of doubt, the 27.5% of shares the Additional Investors were permitted to Transfer during the Extended Restricted Period plus an additional 60% of the remaining 72.5% of Shares held by the Additional Investors (collectively, the “Additional Investor Unrestricted Shares”)), except to one or more of its Permitted Transferees.”

(b)

Section 6.06(a)(ii) is deleted in its entirety and replacing it with: Subject to compliance with the other provisions of the Investment Agreement, each Additional Investor further agrees that upon the expiration of the Additional Investor Restricted Period, with respect to all Shares then held by the Additional Investors or their respective Affiliates, and the Second Extended Restricted Period, with respect to all Shares then held by the Initial Investors or their respective Affiliates, such Shares held by the applicable Investor shall cease to be subject to the restrictions set forth in Section 6.06(a)(i); provided, however, that such Shares shall continue to be subject to all other provisions applicable to such Shares as set forth in the Investment Agreement.

(c)

A new Section 6.06(a)(ii)(1) is added that provides: Subject to compliance with the other provisions of the Investment Agreement, each Additional Investor further agrees that:

during the Second Extended Restricted Period, each Additional Investor and its Affiliates shall not Transfer or permit the Transfer of any Shares at a price per share of Common Stock less than the Minimum Price; and

during the Second Extended Restricted Period, each Additional Investor and its Affiliates shall not Transfer or permit the Transfer of any Shares (i) from November 5, 2025 through December 24, 2025 or from February 19, 2026 through March 24, 2026 (the “Restricted Days”) or (ii) at any other time outside the Restricted Days during the Second Extended Restricted Period, to the extent that such Transfer would exceed the Volume Limitation.

For purposes of this Section 1(c):

“Minimum Price” means the lower of (i) $1.50 per share of Common Stock and (ii) any price per share of Common Stock less than $1.50 at which the Company consummates any issuance and sale of Common Stock in a public offering (a “Qualified Offering”) or pursuant to any at-the-market offering program (an “ATM Program”) on or prior to the expiration of the Second Extended Restricted Period, as set forth in any final prospectus or final prospectus supplement filed by the Company with the SEC for any Qualified Offering or if a sale of Common Stock pursuant to such ATM Program has been executed at a price per share of Common Stock below the then applicable Minimum Price, the Company shall within 1 business day (x) provide prompt written notice to each Additional Investor of the new Minimum Price with a determination that such new Minimum Price is not material non-public information, or (y) promptly disclose the new Minimum Price via a Form 8-K filed with the SEC; “Principal Market” means the NYSE or such other national securities exchange on which the Common Stock is then listed;

“Trading Day” means any day on which the Common Stock is traded on the Principal Market; and

“Volume Limitation” means, ” means, with respect to any calendar week in which a Transfer of Common Stock is executed or proposed to be executed, a maximum of seven percent (7.0%) of the average daily trading volume of the Common Stock on the Principal Market, calculated over the business days of that calendar week. For purposes of this clause, “average daily trading volume” shall be determined based on the total trading volume during such business days divided by the number of business days in that week. Each Additional Investor and its Affiliates shall use commercially reasonable best efforts to ensure that any such Transfer does not exceed this limitation; provided, in the event such Additional Investor or its Affiliates exceed the Volume Limitation in any calendar week, the Volume Limitation for the next calendar week in which a Transfer can occur shall be reduced by the amount the Volume Limitation was exceeded in the week immediately prior.

(d)

All references to “Extended Restricted Period” in Section 6.06(a)(iii) shall be changed to “Extended Restricted Period and Second Extended Restricted Period.”

For the avoidance of doubt, the Minimum Price and Volume Limitation requirements set forth in this Amendment No. 3 shall cease to apply upon the expiration of the Second Extended Restricted Period. Upon the occurrence of a stock split, reverse stock split, stock dividend, spin-off, rights offering or similar event with respect to the Common Stock, all numbers of shares of Common Stock, prices per share of Common Stock (including the Minimum Price) and Volume Limitation thresholds for the Common Stock referenced in this Amendment No. 3 shall be adjusted.

2.             Miscellaneous.

The Minimum Price set forth herein has been determined solely for the purposes set forth in this Amendment No. 3 as of the date hereof, and is intended by the contracting parties to provide for the orderly sale of Additional Investor Unrestricted Shares by the Additional Investors from time to time, is intended solely for the benefit of the parties to this Amendment No. 3, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to other of the Company’s stockholders or prospective investors. Such other Company stockholders or prospective investors are not third-party beneficiaries of this Amendment No. 3 and should not rely on the Minimum Price as indicative of any view of the value of the price per share of Common Stock or of the Company.

The Investment Agreement remains in full force and effect and nothing in this Amendment No. 3 shall otherwise affect any other provision of the Investment Agreement or the rights and obligations of the parties. Sections 8.07 (Governing Law; Jurisdiction), 8.08 (Specific Enforcement), 8.09 (Waiver of Jury Trial), 8.10 (Execution in Counterparts) and 8.12 (Investors Not a Group) of the Investment Agreement are incorporated herein by reference, mutatis mutandis. This Amendment No. 3, together with the Original Investment Agreement, Amendment No. 1, the Investment Agreement Joinders and Amendment No. 2 shall supersede and replace all prior agreements, promises, and understandings between the parties regarding the subject matter contained in this Amendment No. 3. In the event of any conflict between this Amendment No. 3 and any other agreements or documents described herein, the terms of this Amendment No. 3 shall govern and prevail.

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

IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 to Investment and Investor Rights Agreement as of the date first above written.

	WHEELS UP EXPERIENCE INC.

	By:	/s/ George Mattson
	Name:	George Mattson
	Title:	Chief Executive Officer