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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
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 7.01 Regulation FD Disclosure.

On June 3, 2025, Wheels Up Experience Inc. (the “Company”) issued a press release announcing that it has regained compliance with the New York Stock Exchange’s (“NYSE”) continued listing standard for minimum share price. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.

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

Cautionary Note Regarding Forward-Looking Statements

This Current Report and Exhibit 99.1 furnished herewith contain certain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside of the control of the Company. These forward-looking statements include, but are not limited to, statements regarding: (i) the Company’s ongoing business transformation strategy, including its current commercial programs and fleet modernization strategy and the expected commercial, financial and operational impacts; (ii) the Company’s ability to achieve its financial goals in the future pursuant to the most recent schedule that it has announced; and (iii) the Company’s ability to maintain compliance with the NYSE’s continued listing standards in the future. The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 11, 2025 and the Company’s other filings with the SEC from time to time. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company does not intend to update any of these forward-looking statements after the date of this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
99.1						Press Release, dated June 3, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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


	WHEELS UP EXPERIENCE INC.


Date: June 3, 2025	By:	/s/ George Mattson
		Name:	George Mattson
		Title:	Chief Executive Officer

EX-99.1 2 ex-991xupxpressreleasejune.htm EX-99.1 Document

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 receiving a continued listing standard notice, we have regained full compliance with NYSE listing standards through market-driven stock appreciation,” said George Mattson, Wheels Up’s Chief Executive Officer. “This milestone reflects growing investor confidence in our business transformation and long-term strategy. With a current market capitalization of approximately $1 billion, we believe the scale and strength of our company remain significant. As we continue making progress toward sustainable profitability and a strong balance sheet, our focus remains on delivering best-in-class experiences on every flight for our customers.”

On June 2, 2025, Wheels Up received written confirmation from the NYSE that, as of May 30, 2025, Wheels Up’s common stock had a closing share price of at least $1.00, it had maintained an average closing share price of at least $1.00 over the 30 trading-day period ending on that date, it is no longer considered to be below the minimum share price requirement of Section 802.01C of the NYSE Listed Company Manual and it has regained compliance with the NYSE continued listing standards. Wheels Up’s common stock will continue to be traded on the NYSE, subject to its continued compliance with all applicable listing standards.

About Wheels Up

Wheels Up is a leading provider of on-demand private aviation in the U.S. with a large, diverse fleet and a global network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides freight, safety, security, and managed services to a range of clients, including individuals and government organizations. With the Wheels Up app and website, members can easily search, book, and fly.

For more information, visit www.wheelsup.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside of the control of Wheels Up. These forward-looking statements include, but are not limited to, statements regarding: (i) Wheels Up’s ongoing business transformation strategy, including its current commercial programs and fleet modernization strategy and the expected commercial, financial and operational impacts; (ii) Wheels Up’s ability to achieve its financial goals in the future pursuant to the most recent schedule that it has announced; and (iii) Wheels Up’s ability to maintain compliance with the NYSE’s continued listing standards in the future. The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in Wheels Up’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 11, 2025 and Wheels Up’s other filings with the SEC from time to time. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, Wheels Up does not intend to update any of these forward-looking statements after the date of this press release.

Contacts

Investors:

ir@wheelsup.com

Media:

press@wheelsup.com