UP · Wheels Up Experience Inc.

This reverse stock split is a high-materiality corporate action driven by Wheels Up’s strategic effort to realign its capital structure following the issuance of over 670 million shares to lenders as part of the Delta-led 2023 investment. The 1-for-20 ratio was selected by the Board to reduce the outstanding share count from approximately 725 million to about 36 million, bringing it closer to peer benchmarks and addressing potential NYSE listing deficiencies under Section 802.01C — the filing explicitly states the Company expects to regain compliance if the post-split share price meets or exceeds $1.00 for the requisite period. The reduction in authorized shares from 1.5 billion to 75 million represents a permanent contraction of equity capacity, signaling disciplined capital management. While the split does not alter economic ownership or intrinsic value, it carries operational implications: warrants are restructured to 1/200th of a share with a $2,300.00 per-share exercise price, and all equity awards will receive proportionate adjustments to share counts and exercise prices. The Company anticipates trading on a split-adjusted basis beginning April 27, 2026, under the same ticker 'UP' but with new CUSIP (96328L304) and ISIN (US96328L3042). Management frames the move as enabling continued focus on profitable growth, fleet modernization, and its Delta partnership — though forward-looking statements caution that the split’s impact on trading price, liquidity, volatility, and index inclusion remains uncertain and outside the Company’s control.