DEF 14A of Wheels Up Experience Inc., Apr 24, 2026

DEF 14A of Wheels Up Experience Inc.

Filed Apr 24, 2026 · FY20250001140361-26-016576

Open on EDGAR

  1. Vote Required

    Vote Required Each of Messrs. Davis, Farah, Mattson and Summe will be elected by a plurality of the votes cast at the Annual Meeting. Shares of Common Stock represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each of the four Class II director nominees named above. Any abstentions or broker non-votes, or failing to vote by ballot at the Annual Meeting or by proxy, will not have any effect on the outcome of Proposal No. 1, so long as at least one vote is cast for each director nominee. If any director nominee should be unavailable for election, such shares of Common Stock will be voted for the election of such substitute nominee as the Board may propose. As of the date of this Proxy Statement, each of Messrs. Davis, Farah, Mattson and Summe have agreed to serve if elected, and management has no reason to believe that they will be unable to serve. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH NAMED DIRECTOR NOMINEE. Biographical information for each of the nominees and each person whose term of office as a director will continue after the Annual Meeting, if elected, is below. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors. Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders Andrew Davis. Mr. Davis, age 48, has served as a member of the Board since September 2023 and has been designated by CIH to serve on the Board pursuant to the Investor Rights Agreement. Mr. Davis currently serves as Senior Vice President of Strategy and Investments for Cox Enterprises, Inc. (“CEI”), a role he has held since April 2022. He oversees corporate strategy, large minority investments, and venture capital. Prior to joining CEI, Mr. Davis spent nearly 12 years with T. Rowe Price in the U.S. Equity Division from July 2010 to February 2022. His responsibilities included analysis and management of the firm’s public company investments in the North American transportation industry, including aviation. From 2019 until his departure in 2022, he was responsible for management of sourcing, due diligence, ongoing analysis and external relationships for T. Rowe Price’s private growth equity investments. Prior to his career as an investor, he spent seven years at Deloitte & Touche LLP from June 2002 to September 2008, where he was a manager in the business valuation services group. Mr. Davis has served on the board of Old Dominion Freight Line, Inc. since May 2023. Mr. Davis earned his Bachelor’s degree in Business Administration, finance from Berry College and an MBA from The University of Chicago Booth School of Business. Roger Farah. Mr. Farah, age 73, has been nominated to stand for election to the Board at the Annual Meeting. Mr. Farah has over 40 years of high-level leadership experience in luxury retail, including in his roles as the former Chairman of the Board and a director of Tiffany & Co. from October 2017 to January 2021, Executive Director of Tory Burch LLC (“Tory Burch”) from March 2017 to September 2017, Co-Chief Executive Officer and director of Tory Burch from September 2014 to February 2017, Executive Vice Chairman of Ralph Lauren Corporation (NYSE: RL) (“Ralph Lauren”) from November 2013 to May 2014, President and Chief Operating Officer of Ralph Lauren from April 2000 to October 2013, and a director of Ralph Lauren from April 2000 to August 2014. In addition, Mr. Farah previously held director and/or executive positions with Venator Group, Inc. (now Foot Locker, Inc.), R.H. Macy & Co., Inc., Federated Merchandising Services, the central buying and product development arm of Federated Department Stores, Inc., Rich’s/Goldsmith’s Department Stores, and Saks Fifth Avenue, Inc. He currently serves as a director of CVS Health Corporation (NYSE: CVS) (“CVS Health”), where he formerly served as Executive Chair of the Board from October 2024 to December 2025 and Independent Chair of the Board from May 2022 to October 2024. Mr. Farah was formerly a member of the board of directors of Aetna Inc. (“Aetna”) from 2007 until the closing of Aetna’s merger with CVS Health in November 2018, when he became a director of CVS Health. He has also served on the board of directors of The Progressive Corporation (NYSE: PGR) since 2008 and was formerly a director of Metro Bank PLC (LON: MTRO) until March 2020. Mr. Farah earned a Bachelor of Science degree in Economics from the Wharton School of the University of Pennsylvania. We believe Mr. Farah is well qualified to serve on the Board due to his extensive experience building and scaling premium brands, which the Board believes will benefit the Company’s premium private aviation solutions platform. George Mattson. Mr. Mattson, age 60, has served as the Company’s Chief Executive Officer since October 2023 and as a member of the Board since September 2023 pursuant to the Investor Rights Agreement. He joined Wheels Up following almost 20 years as an investment banker at Goldman Sachs Group Inc. (“Goldman Sachs”) and subsequently, as a private investor and dedicated corporate board member, including at Delta (NYSE: DAL) from 2012 to 2023 and Air France-KLM S.A. (PAR: AF) (“Air France-KLM”) from 2017 until 2021. Mr. Mattson began his career at International Business Machines Corporation (“IBM”) and held various sales and marketing roles from 1987 to 1993. In 1994, he joined Goldman Sachs and was most recently a partner and the co-head of the Global Industrials Group in Investment Banking until 2012. From 2012 until joining Wheels Up, Mr. Mattson was a private investor and served as President of Star Mountain Capital, a specialized private investment firm, for a brief period in 2023 before joining Wheels Up. Mr. Mattson has served on the board of directors of Xos, Inc. (NASDAQ: XOS) (“Xos”) since 2021. In addition to formerly serving on the boards of directors of Delta and Air France-KLM, he served as a director for Virgin Galactic Holdings, Inc. (NYSE: SPCE) from 2019 to 2023, Virgin Orbit Holdings, Inc. from 2021 to 2023, NextGen Acquisition Corp II in 2021, and NextGen Acquisition Corp from 2020 to 2021. Mr. Mattson holds a Bachelor of Science degree in Electrical Engineering from Duke University and MBA from the Wharton School of the University of Pennsylvania.

  2. Vote Required

    Gregory Summe. Mr. Summe, age 69, has served as a member of the Board since August 2024. He currently serves as the Managing Partner of Glen Capital Partners LLC, an investment fund, a role which he has held since 2014. He has also served as a Senior Advisor to Star Mountain Capital, a specialized private investment firm, since 2023. Previously, Mr. Summe was the Managing Director and Vice Chairman of Global Buyout at The Carlyle Group (“Carlyle”), a leading global private equity firm, from 2009 to 2014. At Carlyle, he was a member of the firm’s Operating Committee and responsible for the Buyout Funds in Financial Services, Infrastructure, Japan, the Middle East and Africa. Prior to joining Carlyle, he was the Chair and Chief Executive Officer of PerkinElmer Inc. (“PerkinElmer”), a global leader in health sciences, from 1998 to 2009. He also served as a senior advisor to Goldman Sachs Capital Partners from 2008 to 2009. Prior to joining PerkinElmer, Mr. Summe held various leadership roles, including as President of General Aviation Avionics, President of the Aerospace Engines Group and President of the Automotive Products Group of AlliedSignal, now Honeywell International Inc., General Manager of Commercial Motors at General Electric Company (“GE”), and Partner with the global consulting firm McKinsey & Company, Inc. Mr. Summe has served on the Board of Directors of NXP Semiconductors NV (NASDAQ: NXPI) since 2015, where he is currently the Chairman of the Compensation Committee, Avantor Inc. (NYSE: AVTR) since 2020, where he is currently the Chairman of the Board and of the Nomination & Governance Committee, and Grail, Inc. (NASDAQ: GRAL) since 2024, where he is currently the Chairman of the Board and Chairman of the Nominating and Governance Committee. He previously served on the Boards of Directors of State Street Corporation (NYSE: STT) from 2001 to 2025, NextGen Acquisition Corp. I and NextGen Acquisition Corp. II from 2020 to 2021, and Virgin Orbit Holdings Inc. from 2021 to 2023. Mr. Summe was previously the Chairman of Freescale Semiconductor, Inc., the Chairman of Euromax International, and a director of Automatic Data Processing, Inc. (NASDAQ: ADP), Biomet Inc., LMI Aerospace, Inc., TRW Corp., and Veyance Technologies, Inc. Mr. Summe received his Bachelor of Science and Master of Science degree in Electrical Engineering from the University of Kentucky and the University of Cincinnati, respectively, and a Master of Business Administration with distinction from the Wharton School at the University of Pennsylvania. He is also in the University of Kentucky’s Hall of Distinction. We believe Mr. Summe is well qualified to serve on the Board due his decades of experience as a corporate director, public company chief executive officer and investor, which inform the valuable strategic, aviation and governance insights he provides to the Company and Board. Class III Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Alain Bellemare. Mr. Bellemare, age 64, has served as a member of the Board since September 2023 and has been designated by Delta to serve on the Board pursuant to the Investor Rights Agreement. Mr. Bellemare has served as President – International of Delta since January 2021, leading its portfolio of international investments and working closely with Delta’s partners, and as Chairman of Delta TechOps since March 2026. Prior to joining Delta, Mr. Bellemare served as President and Chief Executive Officer of Bombardier Inc. (“Bombardier”), a global aerospace and rail transportation company, from 2015 to 2020. During his time at Bombardier, he led the company through an extensive transformation that included the certification of the C Series, now known as the Airbus A220, and the Global 7500 business jet. Before joining Bombardier, Mr. Bellemare spent 18 years with United Technologies Corporation, most recently serving as President and Chief Executive Officer of UTC Propulsion & Aerospace Systems from 2011 to 2015, and also previously served as a senior advisor with the Carlyle Group regarding the aerospace, defense and government sectors. Mr. Bellemare has served on the Board of Air France-KLM SA (PAR: AF) and on the Board of Virgin Atlantic Ltd, a privately held company, since 2021. Mr. Bellemare earned his bachelor’s degree in mechanical engineering from the University of Sherbrooke and an MBA from McGill University. Adam Cantor. Mr. Cantor, age 41, has served as a member of the Board since September 2023 and has been designated by CK Wheels to serve on the Board pursuant to the Investor Rights Agreement. Mr. Cantor currently serves as a Partner and Senior Credit Analyst at Knighthead Capital Management, LLC (“Knighthead”), and has been at Knighthead since 2017. Mr. Cantor focuses on investments in various industries, including aviation and travel and leisure. Prior to joining Knighthead, he was an Investment Analyst for Davidson Kempner Capital Management from 2007 to 2016, and an Analyst for Lazard Freres focusing on real estate mergers and acquisitions from 2006 to 2007. He currently serves on the Board of Directors of two privately held companies: Million Air Holdings LLC (“MAH”) since 2022 and Bowhunter Holdings LLC since 2023. Mr. Cantor earned his bachelor’s degree in neuroscience from Brown University. Zachary Lazar. Mr. Lazar, age 35, has served as a member of the Board since September 2023 and has been designated by CK Wheels to serve on the Board pursuant to the Investor Rights Agreement. Mr. Lazar currently serves as a Managing Director at Certares Management LLC (“Certares”), having joined the company in April 2016. He previously worked at TMG Partners LP as an analyst from June 2014 to April 2016. Prior to TMG Partners LP, Mr. Lazar worked at Credit Suisse as an investment banking analyst from July 2013 to June 2014, where he focused on mergers and acquisitions, and debt and equity financings in the technology, media, entertainment, and telecommunications sectors. Mr. Lazar has served on the Board of Directors of each of MysticInvest Holding S.A. and Guardian Alarm Company since 2024, and MAH since 2021. Mr. Lazar earned his bachelor’s degree in history from the University of Pennsylvania. Lee Moak. Mr. Moak, age 69, has served as a member of the Board since September 2023 and has been designated by Delta to serve on the Board pursuant to the Investor Rights Agreement. Mr. Moak currently serves as Chief Executive Officer of Intrepid LLC, a business consulting firm he co-founded in January 2015. Previously, Mr. Moak was a Boeing 767 Captain at Delta, for whom he served as a pilot from 1988 until 2014, and was President and Chief Operating Officer of the Air Line Pilots Association from 2010 until 2014. He began his career by attending the United States Marine Corps Officer Candidate School in 1977, and later became a Marine Corps and Navy fighter pilot, retiring from military service in 2001 after holding the ranks of Captain in the United States Marine Corps and Commander in the United States Navy. He served as a member of the United States Postal Service (“USPS”) Board of Governors from June 2020 to December 2023, where he chaired the USPS Board of Governors’ Compensation and Governance Committee and served on the Audit and Finance Committee. Mr. Moak has also served on the Board of Directors of Grupo Aeroméxico S.A.B. de C.V. (NYSE: AERO) since March 2022 and the Board of Directors of Reliable Robotics Corporation since April 2023. He also served on the AFL-CIO Executive Council and Financial Oversight Committee for the AFL-CIO Transportation Trades Department, had a seat on the U.S. Federal Aviation Administration (“FAA”) NextGen Advisory Committee, and was a member of the FAA Management Advisory Council on management, policy, spending and regulatory matters. Mr. Moak earned his bachelor’s degree from the University of West Florida.

  3. Vote Required

    Class I Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Adam Zirkin (Chairperson of the Board). Mr. Zirkin, age 46, has served as Chairperson of the Board since September 2023 and has been designated by CK Wheels to serve on the Board pursuant to the Investor Rights Agreement. Mr. Zirkin is a Partner and Senior Credit Analyst at Knighthead, where he has worked since 2012, and focuses largely on investments in the travel and transportation industries. Prior to joining Knighthead, he was Vice President and Director of Investments at Harbinger Capital Partners, LP (“Harbinger”), where he was responsible for investments in the energy, chemicals, transportation, and packaging sectors. Prior to joining Harbinger in 2007, he was Head of Research at Libertas Partners, a boutique broker-dealer focused on distressed and special situations debt and equity. Mr. Zirkin began his career at RBC Capital Markets in 2001, where he worked as an analyst and salesperson in the firm’s High Yield group, covering the transportation, telecommunications, and media sectors. Mr. Zirkin serves on the Board of Impact Laboratories Corporation, a subsidiary of My Green Lab, and The Dror for the Wounded Foundation. Mr. Zirkin earned his Bachelor of Arts degree in Biochemistry from Brandeis University, where he also studied philosophy. Dwight James. Mr. James, age 52, has served as a member of the Board since February 2022 and has been designated by Delta to serve on the Board pursuant to the Investor Rights Agreement. Mr. James has served as Senior Vice President—Customer Engagement & Loyalty for Delta, and Chief Executive Officer of Delta Vacations, where he is responsible for the airline’s SkyMiles® loyalty program, Delta Sky Clubs and industry-leading partnerships, since November 2020. As Chief Executive Officer of Delta Vacations, Mr. James leads the Delta subsidiary that specializes in curated vacation packages and experiences. Since November 2009, he has held several senior executive roles at Delta, which include SVP—Pricing and Revenue Management, where he oversaw the development, planning and execution of revenue generation strategies, product strategy, and commercial delivery for Delta, as well as commercial systems development and corporate revenue forecasting. Mr. James also served as Delta’s SVP—International Pricing and Revenue Management, in which he was responsible for the company’s international revenue and profit performance. Mr. James also served as Delta’s Chief Economist and Revenue Forecaster after beginning his career at Delta as an executive in the Corporate Strategy group. Prior to joining Delta, Mr. James was a Managing Partner with James-Lewis, a management consulting and principal investment firm, and spent several years with The Home Depot, Inc. (“Home Depot”) in various roles, including Corporate Strategy, Finance-Mergers & Acquisitions and as a senior commercial executive within a Home Depot national subsidiary. Mr. James serves on the Advisory Board Council of Cool Girls, Inc., and previously served on the Board of Directors of Boys & Girls Club of Metro Atlanta. Mr. James also serves on the Board of Directors of Floor & Décor Holdings, Inc. (NYSE: FND), a leading multi-channel specialty retailer of hard surface flooring and related accessories. Mr. James earned his Bachelor of Arts degree in Business Administration from Morehouse College and MBA from Duke University—The Fuqua School of Business. Thomas Klein. Mr. Klein, age 63, has served as a member of the Board since March 2024 and has been designated by CK Wheels to serve on the Board pursuant to the Investor Rights Agreement. Mr. Klein currently serves as Senior Managing Director of Certares, a role which he has held since September 2018. Prior to joining Certares, Mr. Klein was Chief Executive Officer and President of Sabre Corporation (NASDAQ: SABR) (“Sabre”), the parent company of Travelocity.com, from August 2013 until June 2016, and previously held various executive positions at Sabre, including as President, Executive Vice President and both domestic and international Senior Vice President. Mr. Klein led the initial public offering of Sabre in 2014. Prior to joining Sabre, he held various management positions at American Airlines and Consolidated Freightways, and has spent 29 years as an operator in the travel sector. Mr. Klein was also appointed by the U.S. Secretary of Commerce to serve on the Board of Directors of Brand USA in 2010 and continued his service, including as Chairman, until 2017. He also served on President Barack Obama’s President’s Advisory Council on Doing Business in Africa. Mr. Klein has served on the Board of Directors of Avia Solutions Group (ASG) PLC, a privately held company, since December 2021. He previously served on the Boards of Directors of Cedar Fair, L.P. (NYSE: FUN) from January 2012 to April 2019, Playa Hotels & Resorts N.V. (NASDAQ: PLYA) from March 2017 to March 2020, Nirvana Travel & Tourism L.L.C. from July 2019 to December 2021, and Global Blue Group Holding AG (NYSE: GB) from June 2022 to July 2025. Mr. Klein received his Bachelor of Science degree in Business Administration from Villanova University, where he formerly served on the Board of Trustees. Erik Snell. Mr. Snell, age 49, has served as a member of the Board since April 2026 and has been designated by Delta to serve on the Board pursuant to the Investor Rights Agreement. He previously served as a member of the Board as a Delta designee from July 2021 to September 2023. Mr. Snell currently serves as Executive Vice President and Chief Financial Officer of Delta, a position he has held since April 2026. He joined Delta in 2005 in the Finance department and has held positions of increasing responsibility prior to his appointment as Chief Financial Officer, including as Executive Vice President - Chief Customer Experience Officer from January 2025 to April 2026, Senior Vice President - Airport Customer Service, Cargo Operations, Ground Support Equipment and Global Clean from June 2022 to December 2024, Senior Vice President - Operations & Customer Center, Operations Analytics, and Delta Connection from October 2020 to June 2022, Senior Vice President - Corporate Planning from March 2020 to October 2020, and Senior Vice President - Operations & Customer Center from September 2018 to March 2020. He also previously served as President of Delta Private Jets, LLC prior to its acquisition by Wheels Up in January 2020. Prior to joining Delta, Mr. Snell worked in the investment management and financial planning industry in Atlanta. He earned a Bachelor of Arts degree from Elon University and MBA in Finance from Emory University. PROPOSAL NO. 2—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), we are requesting that our stockholders cast a non-binding, advisory vote to approve named executive officer compensation for the fiscal year ended December 31, 2025. At the annual meeting of stockholders held on June 2, 2022, our stockholders recommended, and subsequently the Board determined, that say-on-pay votes should be held annually. Therefore, we are requesting the Say-on-Pay Vote at the Annual Meeting. By voting on this Proposal No. 2, stockholders may indicate whether they approve of the Company’s practices with respect to compensation of its named executive officers for the fiscal year ended December 31, 2025. Stockholders may also abstain from the vote.

  4. Flight Hours

    | Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | All other compensation ($)(3) | Total ($) | | Adam Zirkin (Chairperson of the Board) | — | — | — | — | | Timothy Armstrong(4) | 50,000 | 175,001 | 76,116 | 301,117 | | Alain Bellemare | — | — | — | — | | Adam Cantor | — | — | — | — | | Andrew Davis | — | — | — | — | | Dwight James | — | — | — | — | | Daniel Janki(5) | — | — | — | — | | Thomas Klein | — | — | — | — | | Zachary Lazar | — | — | — | — | | Lee Moak | 70,000 | 175,001 | 35,786 | 280,786 | | Gregory Summe | 62,500 | 175,001 | 77,054 | 314,554 |

  5. The Role of Our Compensation Consultant

    The Role of Our Compensation Consultant The Compensation Committee is authorized under its charter to retain compensation consultants and to approve such consultants’ compensation. The Compensation Committee has retained Willis Towers Watson US LLC (“WTW”) to act as its independent compensation consultant and to provide it with advice and support on compensation issues. Upon the request of the Compensation Committee and management, WTW has provided analyses of peer compensation structures and benchmarking, and has made recommendations on the amount and form of executive and director compensation for the Compensation Committee to consider when making compensation decisions. The Compensation Committee reviewed and confirmed the independence of WTW as its independent compensation consultant. Neither WTW nor any of its affiliates provide any services to Wheels Up, except for services related solely to director, executive officer and employee compensation, and certain risk and insurance broking services that in the aggregate were not in excess of $120,000 since January 1, 2024. Executive Compensation Tables Summary Compensation Table The following table provides information regarding the compensation to our NEOs for services rendered in all capacities during 2025 and 2024. Totals in the table below may differ from the sum of listed components due to rounding.

  6. The Role of Our Compensation Consultant

    | Name and principal position | Year | Salary ($)(1) | Bonus ($)(2) | Stock awards ($)(3) | Non-equity incentive plan compensation ($)(4) | All other compensation ($)(5) | Total ($) | | George Mattson, Chief Executive Officer & Director | | | | | | | | | | 2025 | 625,000 | 760,000 | — | 490,000 | 199,510 | 2,074,510 | | | 2024 | 625,000 | — | — | 850,000 | 92,560 | 1,567,560 | | John Verkamp, Chief Financial Officer(6) | | | | | | | | | | 2025 | 401,923 | 212,104 | 9,720,000(7) | 269,500 | 3,808 | 10,607,335 | | Mark Briffa, Chief Sales Officer(8) | | | | | | | | | | 2025 | 606,015 | 161,457 | 703,126 | 1,126,290(9) | 100,043 | 2,696,932 | | | 2024 | 564,800 | — | 1,829,848 | 406,569 | 66,364 | 2,867,580 |

  7. Potential Payments Under Employment Arrangements

    Potential Payments Under Employment Arrangements The written employment arrangements with our NEOs may provide for certain severance payments and benefits upon a termination by Wheels Up without “cause,” by the NEO for “good reason” or due to death or “disability” (as each is defined in the applicable employment agreement or offer letter). For more information, see “Narrative to the Summary Compensation Table—Employment Arrangements with NEOs” above.

  8. Potential Payments Under Equity Incentive Plans and Award Agreements

    Potential Payments Under Equity Incentive Plans and Award Agreements As of December 31, 2025, Messrs. Mattson and Verkamp had unvested shares of Common Stock under the CEO Performance Plan and CFO Performance Plan and Mr. Briffa had outstanding unvested PSUs and RSUs under the A&R 2021 LTIP. Such awards may vest or be forfeited, in whole or in part, under various termination of service scenarios, including a change of control. The terms “Cause,” “Change of Control,” “Disability” and “Good Reason,” as they apply to our NEOs, may result in varying treatment of such awards in a termination of service scenario versus the treatment prescribed by a NEO’s employment agreement or offer letter, or the Severance Guidelines (as described below). In such cases, the Board and Compensation Committee may exercise their discretion, to the extent permitted under the applicable equity incentive plan, to direct an alternate treatment of such awards upon termination of service.

  9. Potential Payments Under Executive Severance Guidelines

    Potential Payments Under Executive Severance Guidelines Compensation Terms. The Compensation Committee has approved the Company’s Executive Severance Guidelines (the “Severance Guidelines”), which are intended to, among other things, guide the determination of cash payments and the acceleration of unvested equity incentive awards for NEO separation packages. The Compensation Committee updates the Severance Guidelines from time to time and may exercise its discretion to alter treatment under the Severance Guidelines for a specific individual depending on the facts and circumstances. To the extent they are not less favorable than the terms of the executive officer’s employment agreement or offer letter, the Severance Guidelines provide the benefits described in the table below for our Chief Executive Officer and our other NEOs, who are generally entitled to receive benefits if terminated by the Company without “Cause” or if the NEO resigns for “Good Reason” (as defined herein), or if there is a “Change in Control” (as defined herein):

  10. Potential Payments Under Executive Severance Guidelines

    | Principal Position | Term of Service | Base Salary | Annual Incentive Bonus | COBRA Continuation | Acceleration of Unvested Equity Incentive Awards (including options) | Post- Separation Flight Hours | | Chief Executive Officer | Any | 52 weeks | 52 weeks | 12 months | Per contractual agreement | Per policy(1) | | Other NEOs | ≥ 1 year | 36 weeks | Pro-rated for year of separation and subject to company performance percentage | 6 months | None | Per policy(1) | | | < 1 year | 26 weeks | Same as ≥ 1 year | 4 months | Same as ≥ 1 year | Same as ≥ 1 year |

  11. Potential Payments Under Executive Severance Guidelines

    | (1) Under the FHP, our Chief Executive Officer and other NEOs retain any flight hours granted prior to the separation date, unless the executive officer becomes employed by or affiliated with a competitor to the Company, at which time any remaining flight hours are automatically forfeited. |

  12. Potential Payments Under Executive Severance Guidelines

    Timing of Payments. Under the Severance Guidelines, the outcomes described above will occur as follows: (i) a base salary payment will be paid in a lump sum upon separation; (ii) any annual incentive bonuses will be paid when the Company pays annual incentive bonuses to similarly situated senior executives of the Company and will be determined based on the satisfaction of applicable performance metrics for management bonuses established by the Board relative to targets; (iii) if the executive officer elects to enroll in COBRA benefits, the Company will reimburse applicable premiums and administrative fees for up to the applicable continuation period; (iv) outstanding, unvested equity incentive awards for our Chief Executive Officer will vest or become exercisable as contractually agreed in their employment agreement or offer letter with the Company, if any; and (v) any flight hours granted prior to the separation date will be retained with use by the NEO governed by the FHP, unless the NEO becomes employed by or affiliated with a competitor to the Company, at which time any remaining flight hours are automatically forfeited. For “Cause” Termination & “Good Reason” Resignation. The Severance Guidelines utilize the definition of “Cause” if it is defined in the NEO’s employment agreement or offer letter. Under the Severance Guidelines, “Good Reason” means: (i) a material breach by the Company of any material covenant or provision of the NEO’s employment agreement or offer letter, or a breach of any option agreement by WUP that materially affects NEO’s rights or benefits with respect to the option or any other equity award subsequently granted to the NEO; (ii) any involuntary change in the NEO’s title or reporting relationships except as permitted hereunder or any involuntary material diminution in the NEO’s material duties, authorities or responsibilities; or (iii) a reduction by the Company in the base salary or target bonus under the NEO’s employment agreement or offer letter, except in circumstances where such reduction was due to unforeseen circumstances and such reduction was applied to all individuals at the NEO’s level, in each case subject to the satisfaction of certain notice procedures and Company cure periods. Change in Control. Under the Severance Guidelines, “Change in Control” means the earliest to occur of: (i) the purchase or other acquisition of outstanding shares of the Company’s capital stock by any entity, person or group of beneficial ownership, as that term is defined in Rule 13d-3 under the Exchange Act (other than the Company or one of its affiliates or employee benefit plans), in one or more transactions, such that the holder, as a result of such acquisition, now owns more than 50% of the outstanding capital stock of the Company entitled to vote for the election of directors; (ii) the completion by any entity, person or group (other than the Company or one of its affiliates or employee benefit plans) of a tender offer or an exchange offer for more than 50% of the outstanding voting stock of the Company entitled to vote for the election of directors; (iii) the effective time of (A) a merger or consolidation of the Company with one or more corporations as a result of which the holders of the outstanding voting stock of the Company entitled to vote for the election of directors immediately prior to such merger or consolidation hold less than 50% of the outstanding voting stock of the Company entitled to vote for the election of directors of the surviving or resulting corporation immediately after such merger or consolidation, or (B) a transfer of all or substantially all of the property or assets of the Company, other than to an entity of which the Company owns at least 80% of the outstanding voting stock of the Company entitled to vote for the election of directors; and (iv) the election to the Board, without the recommendation or approval of the incumbent Board, of directors constituting a majority of the number of directors of the Company then in office, provided that any person who becomes a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the incumbent Board (other than an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this section, considered as though such person was a member of the incumbent Board. The Severance Guidelines will apply to a Change in Control only if (i) the Change in Control is consummated and (ii) the executive officer is terminated by the successor company in the 12 months after the Change in Control. In such case:

  13. Potential Payments Under Executive Severance Guidelines

    | • | if our Chief Executive Officer, (i) has served in that role for more than one (1) year, they will be entitled to receive a lump-sum amount equal to 200% of combined base salary and annual incentive bonus, or (ii) has served in that role for less than one (1) year, they will be entitled to receive a lump-sum amount equal to 100% of combined base salary and annual incentive bonus, and in each case will be subject to accelerated vesting of outstanding, unvested equity incentive awards; and |

  14. Potential Payments Under Executive Severance Guidelines

    | • | if any NEO, (i) has served in that role for more than one (1) year, they will be entitled to receive a lump-sum amount equal to 150% of combined base salary and annual incentive bonus, or (ii) has served in that role for less than one (1) year, they will be entitled to receive a lump-sum amount equal to 100% of combined base salary and annual incentive bonus, and in each case will be subject to accelerated vesting of outstanding, unvested equity incentive awards. |

  15. Potential Payments Under Executive Severance Guidelines

    The terms of the written employment arrangements with our NEOs may contain additional or different terms with respect to termination of service. The Compensation Committee and the Board have the discretion to alter compensation or severance arrangements with NEOs, but our NEOs are not entitled to alternative compensation or severance arrangements except pursuant to the terms of any outstanding contract, arrangement or plan covering such NEO, and the Severance Guidelines. Pension Benefits and Nonqualified Deferred Compensation During the periods reported in the Summary Compensation Table, we did not have, and we do not currently intend to adopt, any plans or programs for our directors or NEOs that provide for pension benefits, nonqualified defined contribution and other nonqualified deferred compensation plans. Equity Compensation Plan Information The following table provides information on our equity compensation plans as of December 31, 2025:

  16. Potential Payments Under Executive Severance Guidelines

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | (a) | (b) | (c) | | Equity compensation plans approved by security holders | 120,465,203(1) | $100.00(2) | 33,212,834(3) | | Equity compensation plans not approved by security holders | 783,695(4) | $74.37(5) | — | | Total | 121,248,898 | $97.71(6) | 33,212,834 |

  17. Potential Payments Under Executive Severance Guidelines

    | (1) Consists of (i) 20,388,471 PSUs and RSUs that may be settled into a maximum of 20,388,471 shares of Common Stock under the A&R 2021 LTIP (assuming vesting at 100% of target for outstanding PSUs), (ii) 76,732 stock options to purchase up to 76,732 shares of Common Stock granted under the A&R 2021 LTIP, and (iii) up to 100,000,000 shares of Common Stock in the aggregate under the Executive Performance Plans that have been authorized by the Company’s stockholders for issuance thereunder, subject to the satisfaction of both the performance- and service-based vesting conditions under such plans, if at all. |

  18. Potential Payments Under Executive Severance Guidelines

    | (2) Reflects the weighted-average exercise price of outstanding stock options under the A&R 2021 LTIP as of December 31, 2025. The calculation of the weighted-average exercise price does not include outstanding equity awards that are received or exercised for no consideration. As of December 31, 2025, the weighted average remaining contractual term of outstanding and exercisable stock options under the A&R 2021 LTIP was approximately 1.9 years. |

  19. Potential Payments Under Executive Severance Guidelines

    | (3) Excludes the additional 75,000,000 shares of Common Stock that the Company’s stockholders are being requested to approve for issuance under the LTIP Amendment at the Annual Meeting. |

  20. Potential Payments Under Executive Severance Guidelines

    | (4) Consists of 783,695 stock options to purchase up to 783,695 shares of Common Stock under the Wheels Up Partners Holdings LLC Option Plan adopted by the board of directors of WUP prior to the Business Combination (as amended, the “WUP Option Plan”). All awards made under the WUP Option Plan were made prior to the closing of, and were assumed by the Company in connection with, the Business Combination. No further awards may be made under the WUP Option Plan. |

  21. Potential Payments Under Executive Severance Guidelines

    | (5) Reflects the weighted-average exercise price of outstanding stock options under the WUP Option Plan as of December 31, 2025. The calculation of the weighted-average exercise price does not include outstanding equity awards that are received or exercised for no consideration. As of December 31, 2025, the weighted average remaining contractual term of outstanding and exercisable stock options under the WUP Option Plan was approximately 3.3 years. |

  22. Potential Payments Under Executive Severance Guidelines

    | (6) As of December 31, 2025, the weighted average remaining contractual term of outstanding and exercisable stock options under both the A&R 2021 LTIP and WUP Option Plan was approximately 3.1 years. |

  23. Potential Payments Under Executive Severance Guidelines

    For descriptions of the Company’s equity compensation plans, see Note 11, Stockholders’ Equity and Equity-Based Compensation of the Notes to Consolidated Financial Statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in our 2025 Form 10-K. Pay Versus Performance

  24. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    Required Tabular Disclosure of Compensation Actually Paid Versus Performance The following table provides information on executive compensation actually paid (“CAP”) for each person who served as our principal executive officer (“PEO”) and (on average) our non-PEO named executive officers (“non-PEO NEOs”) for 2025, 2024 and 2023, as well as the Company’s Net income (loss). CAP listed in each column (c) for persons who served as our PEO and column (e) for our non-PEO NEOs below is not equivalent to actual cash compensation or the value of equity compensation awards that vested during the applicable year. CAP includes, among other items, unpaid amounts of equity incentive compensation that may be realizable in future periods upon the satisfaction of certain performance- and/or service-based vesting conditions. The dollar amounts reflected do not fully represent the actual final amount of compensation earned or actually paid to persons who served as our PEO or non-PEO NEOs during the applicable years. We reward our executive officers with substantial long-term equity incentive awards that are based on a mix of performance- and service-based vesting conditions. As a result, the price per share of our Common Stock was a significant driver of fluctuations in the fair value and ultimate payout under our equity incentive plans, including the Executive Performance Plans, and significantly impacted CAP to Mr. Mattson for 2023-2025 and average CAP to our non-PEO NEOs for 2024-2025. We expect that CAP to Mr. Mattson will continue to be closely tied to variability in the price per share of our Common Stock for so long as the CEO Performance Plan remains outstanding.

  25. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | Year | Summary Compensation Table Total for PEO (Kenny Dichter)(1) | Summary Compensation Table Total for PEO (Todd Smith)(2) | Summary Compensation Table Total for PEO (George Mattson)(3) | Compensation Actually Paid to PEO (Kenny Dichter)(1)(4) | Compensation Actually Paid to PEO (Todd Smith)(2)(5) | Compensation Actually Paid to PEO (George Mattson)(3)(6) | Average Summary Compensation Table Total for non-PEO NEOs(7) | Average Compensation Actually Paid to non-PEO NEOs(8) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return(9) | Net Income (Loss) (in millions)(10) | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (h) | | 2025 | $— | $— | $2,074,510 | $— | $— | $(58,045,490) | $6,652,133 | $4,806,722 | $6.37 | $(294.2) | | 2024 | $— | $— | $1,567,560 | $— | $— | $(109,432,440) | $33,146,179 | $9,497,264 | $16.02 | $(339.6) | | 2023 | $5,612,604 | $4,414,756 | $148,978,853 | $2,305,627 | $1,851,971 | $223,078,853 | $1,512,416 | $789,098 | $33.30 | $(487.4) |

  26. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (1) No amounts are shown for 2024 and 2025, because Mr. Dichter ceased to serve as our PEO on May 9, 2023. |

  27. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (2) No amounts are shown for 2024 and 2025, because Mr. Smith served interim PEO from May 9, 2023 to October 2, 2023. Amounts for 2024 for Mr. Smith, who after his service as our PEO for a portion of 2023 continued to serve as Chief Financial Officer until September 6, 2024 and was a non-PEO NEO for 2024, are included in the averages reported in columns titled “Average Summary Compensation Table Total for non-PEO NEOs” and “Average Compensation Actually Paid to non-PEO NEOs” for 2024. |

  28. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (3) Mr. Mattson has served as our PEO since October 2, 2023. |

  29. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (4) The tables below reflect adjustments to total compensation for 2023 to determine CAP for Mr. Dichter calculated pursuant to applicable SEC rules and include, among other things, unpaid amounts of equity incentive compensation that were realizable in future periods. |

  30. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | Year | Summary Compensation Table Total ($) | | Grant Date Fair Value of Awards Granted During Year ($)(a) | | Fair Value of CAP Calculated Using SEC Methodology ($)(b) | | CAP Total ($) | | 2025 | $— | — | $ — | + | $— | = | $— | | 2024 | $— | — | $ — | + | $— | = | $— | | 2023 | $5,612,604 | — | $ — | + | $(3,306,977) | = | $2,305,627 |

  31. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (a) Represents the total of the amounts reported in the “Stock awards” and “Option awards” columns of the Summary Compensation Table for 2023 for Mr. Dichter, as set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 24, 2024 (the “2024 Proxy Statement”). |

  32. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (b) Unlike the Summary Compensation Table, which requires us to provide the grant date fair value of equity awards granted during the applicable year, the CAP table above requires us to use a different calculation for the fair value of equity as set forth in the applicable SEC rules and summarized in the table below. |

  33. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | Year | Year-End Fair Value of Current Year Awards Outstanding and Unvested as of Year- End ($) | | Change in Fair Value as of Year-End for Prior Year Awards Outstanding and Unvested as of Year- End ($) | | Change in Fair Value as of Vesting Date for Prior Year Awards that Vested During the Year ($) | | Change in Actuarial Value of Pension Benefits During Year (Net of Service Costs) ($) | | Fair Value as of Vesting Date for Current Year Awards that Vested During the Year ($) | | Value as of Vesting Date for Dividend Equivalents that Vested During the Year ($) | | Fair Value as of Prior Year-End for Prior Year Awards Forfeited During the Current Year ($) | | Fair Value of Equity for CAP ($) | | 2025 | $ — | + | $ — | + | $— | + | $ — | + | $ — | + | $ — | — | $— | = | $— | | 2024 | $ — | + | $ — | + | $— | + | $ — | + | $ — | + | $ — | — | $— | = | $— | | 2023 | $ — | + | $ — | + | $(840,127) | + | $ — | + | $ — | + | $ — | — | $2,466,850 | = | $(3,306,977) |

  34. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (5) The tables below reflect adjustments to total compensation for 2023 to determine CAP for Mr. Smith calculated pursuant to applicable SEC rules and include, among other things, unpaid amounts of equity incentive compensation that were realizable in future periods. |

  35. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | Year | Summary Compensation Table Total ($) | | Grant Date Fair Value of Awards Granted During Year ($)(a) | | Fair Value of CAP Calculated Using SEC Methodology ($)(b) | | CAP Total ($) | | 2025 | $— | — | $— | + | $— | = | $— | | 2024 | $— | — | $— | + | $— | = | $— | | 2023 | $4,414,756 | — | $2,884,410 | + | $321,625 | = | $1,851,971 |

  36. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (a) Represents the total of the amounts reported in the “Stock awards” and “Option awards” columns of the Summary Compensation Table for 2023 for Mr. Smith, as set forth in the 2024 Proxy Statement. |

  37. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (b) Unlike the Summary Compensation Table, which requires us to provide the grant date fair value of equity awards granted during the applicable year, the CAP table above requires us to use a different calculation for the fair value of equity as set forth in the applicable SEC rules and summarized in the table below. |

  38. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | Year | Year-End Fair Value of Current Year Awards Outstanding and Unvested as of Year- End ($) | | Change in Fair Value as of Year-End for Prior Year Awards Outstanding and Unvested as of Year- End ($) | | Change in Fair Value as of Vesting Date for Prior Year Awards that Vested During the Year ($) | | Change in Actuarial Value of Pension Benefits During Year (Net of Service Costs) ($) | | Fair Value as of Vesting Date for Current Year Awards that Vested During the Year ($) | | Value as of Vesting Date for Dividend Equivalents that Vested During the Year ($) | | Fair Value as of Prior Year-End for Prior Year Awards Forfeited During the Current Year ($) | | Fair Value of Equity for CAP ($) | | 2025 | $— | + | $— | + | $— | + | $ — | + | $ — | + | $ — | — | $ — | = | $— | | 2024 | $— | + | $— | + | $— | + | $ — | + | $ — | + | $ — | — | $ — | = | $— | | 2023 | $1,261,112 | + | $(469,743) | + | $(469,743) | + | $ — | + | $ — | + | $ — | — | $ — | = | $321,625 |

  39. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (6) The tables below reflect adjustments to total compensation for 2023-2025 to determine CAP for Mr. Mattson calculated pursuant to applicable SEC rules and include, among other things, unpaid amounts under the CEO Performance Plan that require the satisfaction of both performance- and service-based vesting conditions, if at all, and had not vested as of the end of the applicable year. The price per share of our Common Stock is a significant driver of fluctuations in the fair value and ultimate payout under the CEO Performance Plan, if any. |

  40. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | Year | Summary Compensation Table Total ($) | | Grant Date Fair Value of Awards Granted During Year ($)(a) | | Fair Value of CAP Calculated Using SEC Methodology ($)(b) | | CAP Total ($) | | 2025 | $2,074,510 | — | $— | + | $(60,120,000) | = | $(58,045,490) | | 2024 | $1,567,560 | — | $— | + | $(111,000,000) | = | $(109,432,440) | | 2023 | $148,978,853 | — | $148,400,000 | + | $222,500,000 | = | $223,078,853 |

  41. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (a) Represents the total of the amounts reported in the “Stock awards” and “Option awards” columns of the Summary Compensation Table for Mr. Mattson in this Proxy Statement (2024 and 2025) and the 2024 Proxy Statement (2023). |

  42. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (b) Unlike the Summary Compensation Table, which requires us to provide the grant date fair value of equity awards granted during the applicable year, the CAP table above requires us to use a different calculation for the fair value of equity as set forth in the applicable SEC rules and summarized in the table below. For the CEO Performance Plan, if realized, to be fully settled in connection with the Final Determination Date at a level consistent with the estimated fair value required to be included in CAP as calculated pursuant to applicable SEC rules in the “Year End Fair Value of Current Year Awards Outstanding and Unvested as of Year End” column below for 2023, the Invested Capital Multiple will need to be greater than 6.5x. The CEO Performance Plan will vest, if at all, on or before September 20, 2028, the scheduled maturity date for the Term Loan. |

  43. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | Year | Year-End Fair Value of Current Year Awards Outstanding and Unvested as of Year-End ($) | | Change in Fair Value as of Year-End for Prior Year Awards Outstanding and Unvested as of Year- End ($) | | Change in Fair Value as of Vesting Date for Prior Year Awards that Vested During the Year ($) | | Change in Actuarial Value of Pension Benefits During Year (Net of Service Costs) ($) | | Fair Value as of Vesting Date for Current Year Awards that Vested During the Year ($) | | Value as of Vesting Date for Dividend Equivalents that Vested During the Year ($) | | Fair Value as of Prior Year-End for Prior Year Awards Forfeited During the Current Year ($) | | Fair Value of Equity for CAP ($) | | 2025 | $— | + | $(60,120,000) | + | $ — | + | $ — | + | $ — | + | $ — | — | $ — | = | $(60,120,000) | | 2024 | $— | + | $(111,000,000) | + | $ — | + | $ — | + | $ — | + | $ — | — | $ — | = | $(111,000,000) | | 2023 | $222,500,000 | + | $— | + | $ — | + | $ — | + | $ — | + | $ — | — | $ — | = | $222,500,000 |

  44. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (7) Represents average amounts for the following non-PEO NEOs calculated for the purpose of the Summary Compensation Table: (i) for 2025, John Verkamp (current Chief Financial Officer) and Mark Briffa (current Chief Sales Officer); (ii) for 2024, David Harvey (former Chief Commercial Officer), Mark Briffa (current Chief Sales Officer) and Todd Smith (former Chief Financial Officer); and (iii) for 2023, Mark Briffa (current Chief Sales Officer) and Laura Heltebran (former Chief Legal Officer). |

  45. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (8) The tables below reflect adjustments to total compensation for each year to determine CAP for our non-PEO NEOs calculated pursuant to applicable SEC rules and include, among other things, unpaid amounts of equity incentive compensation realizable in future periods. The price per share of our Common Stock is a significant driver of fluctuations in the fair value and ultimate payout under the CFO Performance Plan, if any. We expect that CAP to Mr. Verkamp will continue to be closely tied to variability in the price per share of our Common Stock for so long as the CFO Performance Plan remains outstanding. |

  46. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | Year | Average Summary Compensation Table Total ($) | | Average Grant Date Fair Value of Awards Granted During Year ($)(a) | | Average Fair Value of CAP Calculated Using SEC Methodology ($)(b) | | Average CAP Total ($) | | 2025 | $6,652,133 | — | $5,211,563 | + | $3,366,152 | = | $4,806,722 | | 2024 | $33,146,179 | — | $32,209,949 | + | $8,561,034 | = | $9,497,264 | | 2023 | $1,512,416 | — | $528,196 | + | $(195,123) | = | $789,098 |

  47. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (a) Represents the average total of the amounts reported in the “Stock awards” and “Option awards” columns of the Summary Compensation Table for the applicable year for our non-PEO NEOs in this Proxy Statement and the 2024 Proxy Statement. |

  48. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (b) Unlike the Summary Compensation Table, which requires us to provide the grant date fair value of equity awards granted during the applicable year, the CAP table above requires us to use a different calculation for the fair value of equity as set forth in the applicable SEC rules and summarized in the table below. |

  49. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | Year | Year-End Fair Value of Current Year Awards Outstanding and Unvested as of Year-End ($) | | Change in Fair Value as of Year-End for Prior Year Awards Outstanding and Unvested as of Year- End ($) | | Change in Fair Value as of Vesting Date for Prior Year Awards that Vested During the Year ($) | | Change in Actuarial Value of Pension Benefits During Year (Net of Service Costs) ($) | | Fair Value as of Vesting Date for Current Year Awards that Vested During the Year ($) | | Value as of Vesting Date for Dividend Equivalents that Vested During the Year ($) | | Fair Value as of Prior Year-End for Prior Year Awards Forfeited During The Current Year ($) | | Fair Value of Equity for CAP ($) | | 2025 | $3,613,360 | + | $(244,769) | + | $5,174 | + | $ — | + | $— | + | $ — | — | $7,612 | = | $3,366,152 | | 2024 | $8,876,616 | + | $(27,254) | + | $(15,126) | + | $ — | + | $— | + | $ — | — | $273,202 | = | $8,561,034 | | 2023 | $155,318 | + | $(192,700) | + | $(157,741) | + | $ — | + | $— | + | $ — | — | $— | = | $(195,123) |

  50. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (9) Pursuant to SEC rules, assumes $100 was invested in the Company for the period starting December 31, 2022, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |

  51. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (10) Reflects Net income (loss) attributable to Wheels Up stockholders prepared in accordance with U.S. GAAP as shown in Wheels Up’s consolidated statements of operations for each of the periods reflected in the table as set forth in our 2025 Form 10-K. |