UP · Wheels Up Experience Inc.

Wheels Up Experience Inc. implemented a significant capital restructuring through a 1-for-20 reverse stock split, effective after the close of trading on the NYSE on April 24, 2026. This action was authorized by stockholders at the 2025 annual meeting and approved by the Board on April 13, 2026. Concurrent with the reverse split, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to reduce the total authorized shares of capital stock to 100 million, specifically narrowing authorized Class A common stock from 1.5 billion to 75 million shares. Fractional shares created by the split will be settled in cash based on the adjusted closing price.

The restructuring necessitated adjustments to related equity instruments and agreements. Pursuant to the Warrant Agreement dated September 25, 2020, the Company adjusted the terms of outstanding public and private warrants. The number of shares issuable upon warrant exercise was reduced to 1/200th of a share (reflecting the cumulative effect of prior splits), and the exercise price was correspondingly increased to $2,300.00 per whole share. Additionally, the Company entered into Amendment No. 4 to the Seventh Amended and Restated Limited Liability Company Agreement of Wheels Up Partners Holdings LLC. This amendment ensures that the membership interests in the subsidiary are adjusted identically to the parent company's stock split, preserving the economic relationship between the entities. The warrants are scheduled to expire on July 13, 2026.