Wheels Up Experience Inc.

Roger N. Farah filed a Form 3 for Wheels Up Experience Inc. on June 9, 2026, reporting initial beneficial ownership upon becoming a Director. Farah reports no direct or indirect securities beneficially owned — no shares, options, or other derivatives are listed. No 10% holder status. Routine initial director ownership disclosure — administrative, no market impact.

Wheels Up Experience held its 2026 Annual Meeting on June 9, 2026, covering officer compensation arrangements and stockholder votes. The Board's Compensation Committee approved amendments to the Long-Term Incentive Plan (LTIP), increasing authorized shares from 6,757,484 to 10,507,484 post-reverse-split shares (a 3,750,000 share increase, equal to 75,000,000 pre-split shares) and extending the plan termination date to March 31, 2036; stockholders approved this amendment at the Annual Meeting. The filing also covers election of directors and other standard annual meeting proposals. The LTIP expansion is the most material item, adding meaningful equity compensation capacity following Wheels Up's April 2026 reverse stock split.

With filed Amendment No. 7 to Schedule 13D disclosing updated beneficial ownership in UP (UP). The filer reports beneficial ownership of approximately 29.9% of the company's outstanding shares (13,168,465 shares). The position is held for potential M&A activity. Schedule 13D amendments are required when a 5%-or-greater holder's ownership, intent, or plans change materially, providing transparency into concentrated positions that could influence corporate governance or trigger M&A activity.

UP (UP) filed a Form S-3/A shelf registration statement with the SEC. The registration establishes a securities shelf for future offerings. This is an amendment to a previously filed S-3, typically updating financial information, business descriptions, or correcting disclosures. The shelf enables the company to offer securities in multiple tranches over time, providing capital raising flexibility aligned with market conditions.

UP (UP) disclosed a material definitive agreement under Item 1.01, reporting a merger or acquisition transaction involving growth company as defined in Rule. The deal is valued at approximately $100.0 million. Details of the transaction terms, consideration structure, and closing conditions are set forth in the full 8-K filing. Definitive merger agreements are among the most material events a public company can disclose, triggering regulatory review and shareholder vote requirements.

UP (UP) disclosed a material definitive agreement under Item 1.01, reporting a merger or acquisition transaction involving growth company as defined in Rule. The deal is valued at approximately $0. Details of the transaction terms, consideration structure, and closing conditions are set forth in the full 8-K filing. Definitive merger agreements are among the most material events a public company can disclose, triggering regulatory review and shareholder vote requirements.

Wheels Up Experience Inc. (UP) filed a Form S-3 shelf registration statement on May 22, 2026, registering unspecified securities for future issuance on a delayed or continuous basis. Wheels Up is a Chamblee, Georgia-based private aviation company. The S-3 provides Wheels Up flexibility to raise equity or debt capital as needed; given the company's past financial pressures, the shelf enables opportunistic future capital raises, which could be dilutive.

Wheels Up Experience Inc. (UP) filed an 8-K on or around April 29 under Item 7.01 to satisfy Regulation FD disclosure requirements. The private aviation membership company made investor presentation materials or other information publicly available to ensure equal access. This disclosure is part of Wheels Up's ongoing communications during its pending strategic transaction, as the company has the Rule 14a-12 soliciting material checkbox checked on a concurrent filing. Exhibits contain the substantive disclosed materials.