Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Wheels Up’s Board of Directors recommends that you vote:

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting online, we encourage you to read the accompanying Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and submit your proxy as soon as possible using one of the four convenient voting methods described in the “Information About the Proxy Process and Voting” section in the Proxy Statement. If you receive more than one set of proxy materials or notices of internet availability because your shares are registered in different names or addresses, each proxy card or voting instruction card should be signed and submitted to ensure that all of your shares will be voted. Please note that any stockholder attending the Annual Meeting may vote at the meeting, even if the stockholder has already returned a proxy card or voting instruction card. However, if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy card or voting instruction card issued in your name from that record holder.

We appreciate your continued support of Wheels Up and look forward to receiving your proxy.

By Order of the Board of Directors

 

Adam Zirkin

Chairperson of the Board

April 24, 2025

 

2135 American Way

Chamblee, Georgia 30341

Wheels Up is a leading provider of on-demand private aviation in the U.S. and one of the largest companies in the industry. Wheels Up offers a complete global private aviation solution with a large and diverse aircraft fleet, backed by an uncompromising commitment to safety and service. Our offering is delivered through a mix of our member programs and charter solutions that strategically utilize our owned and leased aircraft fleet and an “asset-light” charter model to deliver a greater range of global travel alternatives. In addition, our first-of-its-kind partnership with Delta Air Lines, Inc. (“Delta”) provides our members and customers with a seamless offering across both private and premium commercial travel.

On September 20, 2023, the Company entered into a Credit Agreement (the “Original Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company as guarantors (collectively with the Company, the “Loan Parties”), Delta, CK Wheels LLC (“CK Wheels”), Cox Investment Holdings LLC (“CIH” and, collectively with Delta and CK Wheels, the “Investors” and each, an “Investor”), and U.S. Bank Trust Company, N.A., as administrative agent for the Lenders (as defined herein) and as collateral agent for the secured parties (the “Agent”). The Original Credit Agreement was subsequently amended by each of (i) Amendment No. 1 to Credit Agreement, dated November 15, 2023 (“First Credit Agreement Amendment”), by and among the Company, as borrower, the other Loan Parties party thereto, as guarantors, the Investors, each of Whitebox Multi-Strategy Partners, LP, Whitebox Relative Value Partners, LP, Pandora Select Partners, LP, Whitebox GT Fund, LP (collectively, the “Whitebox Entities”) and Kore Fund Ltd. (collectively with the Whitebox Entities, the “Incremental Term Lenders” and, together with the Investors, the “Lenders”), and the Agent, and (ii) Amendment No. 2 to Credit Agreement, dated November 13, 2024, by and among the Company, as borrower, the other Loan Parties party thereto, as guarantors, the Lenders and the Agent (“Second Credit Agreement Amendment” and, collectively with the Original Credit Agreement and First Credit Agreement Amendment, the “Credit Agreement”). Pursuant to the Credit Agreement, the Lenders provided a term loan facility in the aggregate original principal amount of $390.0 million (the “Term Loan”) and Delta provided a commitment for a revolving loan facility in the aggregate original principal amount of $100.0 million that expires on September 20, 2025 (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facility”).

In connection with entering into the Credit Facility, we entered into the Investment and Investor Rights Agreement, dated as of September 20, 2023 (as amended by Amendment No. 1 thereto, dated as of November 15, 2023, and as further amended by Amendment No. 2 thereto, dated as of September 22, 2024, collectively, the “Investor Rights Agreement”), pursuant to which, among other things, the Company implemented a new structure for our Board of Directors and issued, in two separate private placements on September 20, 2023 and November 15, 2023, shares of Common Stock to the Lenders in proportion to each such Lender’s original participation in the Term Loan. Shares of Common Stock held by certain of the Lenders are subject to the Voting Limitations (as defined herein). Please see the caption titled “Information About the Proxy Process and Voting—Who can vote at the Annual Meeting, and how do I vote or submit my proxy?” below for more information about the Voting Limitations.

As of the date of this Proxy Statement, the directors serving on the Board pursuant to the terms of the Investor Rights Agreement are as follows: (i) Alain Bellemare, Dwight James, Daniel Janki and Lee Moak, each designated by Delta; (ii) Adam Cantor, Thomas Klein, Zachary Lazar and Adam Zirkin, each designated by CK Wheels; (iii) Andrew Davis, who was designated by CIH; (iv) Timothy Armstrong, as an independent director; and (v) George Mattson, the Company’s Chief Executive Officer. Pursuant to Proposal No. 1, we are asking the Company’s stockholders to vote “For” the reelection of each of Adam Zirkin, Dwight James, Daniel Janki and Thomas Klein to serve a term ending at the 2028 annual meeting of stockholders.

This Proxy Statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. You can identify forward-looking statements by words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions. Actual results may differ from those set forth in the forward-looking statements due to a variety of factors, including those contained in the 2024 Form 10-K and the Company’s other filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements.

We have made these Annual Meeting materials available to you on the internet and/or a printed copy has been delivered to you, because the Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements thereof. You are invited to attend the Annual Meeting to vote on the Proposals (as defined herein) described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy.

Only stockholders of record at the close of the trading day on the Record Date will be entitled to vote at the Annual Meeting. The only outstanding voting securities of Wheels Up as of the Record Date are shares of our Common Stock, of which there were 698,874,225 shares issued and outstanding (excluding any treasury stock) as of the close of the trading day on the Record Date, of which 537,579,499 shares of Common Stock (excluding any treasury stock and the Excess Shares (as defined herein)) are entitled to vote at the Annual Meeting.

As of the Record Date and after applying the Voting Limitations (as defined herein), the parties to the Investor Rights Agreement collectively were entitled to vote approximately 94.7% of the total shares of Common Stock entitled to vote at the Annual Meeting (of which any shares in excess of 29.9% of shares of Common Stock entitled to vote at the Annual Meeting that are held by Delta will be neutral shares with respect to voting rights as described below). Pursuant to restrictions on voting imposed on stockholders who may be deemed not to be a “citizen of the United States” pursuant to 49 USC § 40102(a)(15)(C) (the “Citizenship Limitation”), Article X of the Company’s Amended and Restated Certificate of Incorporation, dated as of November 13, 2023 (the “Amended and Restated Certificate of Incorporation”), and Article VIII of the Company’s Amended and Restated By-Laws, effective as of November 15, 2023 (“By-Laws” and, together with the Amended and Restated Certificate of Incorporation, our “Organizational Documents”), if a person who is not a “citizen of the United States” at any time owns or controls more than 25% of the voting power of the outstanding capital stock of the Company entitled to vote (the “Permitted Percentage”), the voting rights of such shares of capital stock in excess of the Permitted Percentage (the “Excess Shares”) will be automatically suspended until such time all such persons that are not a “citizen of the United States” own, in the aggregate, less than the Permitted Percentage. In addition, the Excess Shares, including any shares of Common Stock that may not be voted as a result of the Voting Limitations, will not be counted for the purpose of determining whether a quorum is present at the Annual Meeting.

Accordingly, certain of our stockholders that are parties to the Investor Rights Agreement have agreed to limit the number of shares of Common Stock they are entitled to vote at any meeting of the Company’s stockholders or for the purpose of consummating any consent solicitation (collectively, the “Voting Limitations”), as follows:

The shares of Common Stock held by the parties to the Investor Rights Agreement are expected to be voted on the Proposals (as defined herein) to the extent their voting rights are not otherwise limited as described in this Proxy Statement. Although there is no voting agreement in place as among any of the parties to the Investor Rights Agreement, we expect them to vote in favor of all Proposals (as defined herein) at the Annual Meeting.

If, as of the Record Date, your shares were registered directly in your name with Continental Stock Transfer & Trust Company, the transfer agent for our Common Stock (the “Transfer Agent”), then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy via telephone, internet or mail. Whether or not you plan to attend the Annual Meeting online, please vote as soon as possible to ensure your vote is counted. Even if you have submitted a proxy before the Annual Meeting, you may still attend and vote online at the Annual Meeting. In such case, your previously submitted proxy will be disregarded.

We encourage stockholders of record to vote your shares of Common Stock using one of the methods described below:

If you wish to vote by proxy, your votes must be received by 11:59 p.m., Eastern Time on June 9, 2025.

If, as of the Record Date, your shares were not held in your name, but rather in an account at a brokerage firm, bank, dealer, custodian or other similar organization acting as nominee (each, a “Broker”), then you are the beneficial owner of shares held in “street name,” and these Annual Meeting materials were forwarded to you by your Broker along with a voting instruction card. The Broker holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner of the shares in your account, you have the right to direct your Broker on how to vote your shares. Simply complete and, as instructed by your Broker, either mail or otherwise return the voting instruction card to your Broker to ensure that your vote is counted.

You are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request, obtain and submit, prior to the Annual Meeting, a valid proxy from your Broker. If you wish to vote your shares at the Annual Meeting rather than submitting a voting instruction form to your Broker, follow the instructions provided by your Broker.

There are seven matters scheduled for a vote at the Annual Meeting:

For Proposal No. 1, you may either vote “For” each of the nominees to the Board of Directors or you may “Withhold” your vote. For Proposal Nos. 2 through 7 you may vote “For” or “Against” or “Abstain” with respect to each Proposal. Please note that by casting your vote by proxy you are authorizing George Mattson, our Chief Executive Officer, and Matthew Knopf, our Chief Legal Officer, or either of them, as the individuals listed on the proxy card, to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof.

On each matter to be voted on at the Annual Meeting, you have one vote for each share of Common Stock that you beneficially own and are entitled to vote as of the Record Date.

Broadridge Financial Solutions, Inc. has been engaged as our independent agent to tabulate stockholder votes (the “Inspector of Election”). If you are a stockholder of record, your executed proxy card is returned directly to Inspector of Election for tabulation. If you hold your shares through a Broker, your Broker returns one proxy card to Inspector of Election on behalf of all its clients.

Votes will be counted by the Inspector of Election appointed for the Annual Meeting, who will separately count “For” votes for all Proposals. In addition, the Inspector of Election will count: (i) with respect to Proposal No. 1, the number of “Withheld” votes and broker non-votes; (ii) with respect to Proposal Nos. 2, 4, 5 and 6, the number of “Against” votes, broker non-votes and abstentions; and (iii) with respect to Proposal Nos. 3 and 7, the number of “Against” votes and abstentions (but excluding broker non-votes since such matters are “routine”). If your shares are held by your Broker as your nominee (that is, in “street name”), you will need to obtain a voting instruction form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct

INFORMATION ABOUT THE PROXY PROCESS AND VOTING (continued)

your Broker to vote your shares. If you do not give instructions to your Broker, your Broker can vote your shares with respect to “routine” items (i.e., Proposal Nos. 3 and 7), but not with respect to “non-routine” items (i.e., Proposal Nos. 1, 2, 4, 5 and 6). See below for additional information regarding: “What are “broker non-votes”?” and “Which ballot measures are considered “routine” or “non-routine”?”

“Withhold” votes, abstentions and broker non-votes will be counted for purposes of determining whether a quorum exists at the Annual Meeting. “Withhold” votes and broker non-votes will have no effect on the outcome of the election of each of the four Class I directors in Proposal No. 1. For Proposal Nos. 2, 4, 5, and 6, which are considered “non-routine” matters, abstentions and broker non-votes will not count as votes cast and will have no effect on the voting outcome. For Proposal No. 3, which is a “routine” matter, abstentions will not count as votes cast and will have no effect on the voting outcome. For Proposal No. 7, which is a “routine” matter that requires that at least a majority of the votes cast with respect to shares of capital stock of the Company entitled to vote thereon, voting together as a single class, approve Proposal No. 7, abstentions will not count as votes cast and will have no effect on the voting outcome. Since Proposal Nos. 3 and 7 are “routine”, no broker non-votes are expected to exist in connection with Proposal Nos. 3 and 7. See “How many votes are needed to approve the proposals?” below for additional information.

Any Excess Shares, including any Excess Shares owned by CK Wheels and Whitebox Non-U.S. Entities, will not be counted as issued and outstanding for purposes of counting votes at the Annual Meeting and will not count for the purpose of determining whether a quorum is present at the Annual Meeting.

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the Broker holding the shares as to how to vote on matters deemed “non-routine,” such as Proposal Nos. 1, 2, 4, 5 and 6. Generally, if shares are held in “street name,” the beneficial owner of the shares is entitled to give voting instructions to the Broker holding the shares. If the beneficial owner does not provide voting instructions, the Broker can still vote the shares with respect to matters that are considered to be “routine,” such as Proposal Nos. 3 and 7, but not with respect to “non-routine” matters. If a Broker or other record holder of Common Stock entitled to vote indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal.

Because the Proposals to be voted on at the Annual Meeting, except Proposal Nos. 3 and 7, are all considered “non-routine” and a Broker is not entitled to vote on non-routine matters without instruction from the beneficial owner, the failure to instruct your Broker how to vote your shares on Proposal Nos. 1, 2, 4, 5 and 6 will have no effect on the outcome of the applicable Proposal. Accordingly, if you own shares through a nominee, such as a Broker, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the Proposals.

Proposal No. 3, the ratification, on a non-binding, advisory basis, of the appointment of GT as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and Proposal No. 7, the Reverse Stock Split Proposal, are considered “routine” under applicable rules. A Broker may generally vote on “routine” matters, and therefore, no broker non-votes are expected to exist in connection with Proposal Nos. 3 and 7.

Proposal No. 1, the election of four Class I directors, Proposal No. 2, the Say-on-Pay Vote, Proposal No. 4, the vote to approve the LTIP Amendment, Proposal No. 5, the vote to approve the CCO Performance Plan, and Proposal No. 6, the vote to approve the CFO Performance Plan, are each considered “non-routine” under applicable rules. A Broker cannot vote without instructions on “non-routine” matters, and therefore, there may be broker non-votes on Proposal Nos. 1, 2, 4, 5 and 6.

If the Company receives a signed and dated proxy card and the proxy card does not specify how your shares of Common Stock are to be voted, or if you vote by proxy over the internet but do not mark the boxes showing how you wish to vote on a particular proposal at the Annual Meeting, your shares will be voted as follows:

If any other matter is properly presented at the Annual Meeting, George Mattson, our Chief Executive Officer, and Matthew Knopf, our Chief Legal Officer, or either of them, as the individuals named on your proxy card who are designated as a proxy for the Annual Meeting, will vote your shares in their discretion.

If you wish to vote by proxy, your votes must be received by 11:59 p.m., Eastern Time on June 9, 2025.

If you receive more than one set of proxy materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares of Common Stock that you own, you must either sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards.

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares of Common Stock, you may revoke your proxy in any one of three ways:

If your shares are held by your Broker, you should follow the instructions provided by them.

INFORMATION ABOUT THE PROXY PROCESS AND VOTING (continued)

Wheels Up will pay for the entire cost of soliciting proxies. In addition to solicitations by mail, our directors, officers and employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. We may retain outside consultants to solicit proxies on our behalf as well, but none have been appointed in connection with the Annual Meeting as of the date of this Proxy Statement. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

The webcast of the Annual Meeting will begin promptly on Tuesday, June 10, 2025, at 8:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 7:45 a.m., Eastern Time on the meeting date, and you should allow reasonable time for the check-in procedures. To attend the Annual Meeting, stockholders will need to log in to www.virtualshareholdermeeting.com/UP2025 using the 16-digit control number on the proxy card or voting instruction form.

An online portal will be available to our stockholders at www.virtualshareholdermeeting.com/UP2025. Stockholders may access this portal and submit questions and vote during the Annual Meeting. To demonstrate proof of stock ownership, you will need to enter the 16-digit control number received with your proxy card or voting instruction form to submit questions and vote at our Annual Meeting. We intend to answer appropriate questions submitted during the meeting that are pertinent to the Company and the items to be voted on at the Annual Meeting, as time permits, and in accordance with the Rules of Conduct for the Annual Meeting. Questions and answers will be grouped by topic, and related questions will be answered only once.

Beginning 15 minutes prior to the start of and during the Annual Meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log-in page.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of Common Stock issued and outstanding and entitled to vote at such meeting as of the Record Date are present in attendance online or represented by proxy at the Annual Meeting. As of the Record Date, there were 537,579,499 shares of Common Stock issued and outstanding (excluding any treasury stock and the Excess Shares) and entitled to vote at the Annual Meeting. Accordingly, at least 268,789,750 shares of Common Stock entitled to vote must be represented by stockholders present at the Annual Meeting online or by proxy to have a quorum.

Your shares will be counted toward the quorum only if you submit a valid proxy or vote at the Annual Meeting online. Abstentions and broker non-votes will be counted toward the quorum requirement. If there is no quorum, the chairperson of the Annual Meeting may adjourn the Annual Meeting to another time or place.

Pursuant to the Citizenship Limitation and the applicable provisions of our Organizational Documents, if a person who is not a “citizen of the United States” at any time owns or controls more than the Permitted Percentage, the voting rights of the Excess Shares will be automatically suspended until such time any such persons that are not a “citizen of the United States” own, in the aggregate, less than the Permitted Percentage. Accordingly, any Excess Shares, including any Excess Shares owned by CK Wheels and the Whitebox Non-U.S. Entities, will not be counted as issued and outstanding for purposes of counting votes and will not count for purposes of determining whether a quorum is present at the Annual Meeting.

Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If we report preliminary voting results at or before that time because final voting results are unavailable, we will file an amended Current Report on Form 8-K within four business days of the day the final results are made available to the Company.

PROPOSAL NO. 1—ELECTION OF DIRECTORS (continued)

Unless the Board determines that vacancies, including vacancies created by increases in the number of directors, will be filled by our stockholders or pursuant to the Investor Rights Agreement, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy, including a vacancy created by an increase in the number of directors, will serve for the remainder of the full term of the class of directors in which the vacancy occurred and until their successor has been elected and qualified.

Directors are 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 I director nominees. 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 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. Each of Messrs. Zirkin, James, Janki and Klein 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.

PROPOSAL NO. 1—ELECTION OF DIRECTORS (continued)

Set forth below is biographical information for each of the nominees and each person whose term of office as a director will continue after the Annual Meeting. 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.

Dwight James. Mr. James, age 51, 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.

Daniel Janki. Mr. Janki, age 56, has served as a member of the Board since August 2023 and has been designated by Delta to serve on the Board pursuant to the Investor Rights Agreement. Mr. Janki currently serves as Executive Vice President and Chief Financial Officer of Delta, a position he has held since July 2021. Prior to joining Delta, he held a number of high-profile positions at General Electric Company (“GE”), including as Senior Vice President of GE and Chief Executive Officer of GE Power Portfolio from October 2020 to July 2021, Senior Vice President, Business and Portfolio Transformation of GE from 2018 to 2020, Senior Vice President, Treasurer and Global Business Operations of GE from 2014 to 2017, and Senior Vice President, CEO of GE Energy Management from 2012 to 2013. Prior to that time, he held a wide variety of senior roles at GE Energy, GE Capital, GE Global Operations and GE Corporate. Mr. Janki graduated from The Ohio State University with degrees in Finance and Accounting.

Thomas Klein. Mr. Klein, age 62, 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 Management LLC (“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 Global Blue Group Holding AG (NYSE: GB) since June 2022 and 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, and Nirvana Travel & Tourism L.L.C. from July 2019 to December 2021. Mr. Klein received his Bachelor of Science degree in Business Administration from Villanova University, where he serves on the Board of Trustees.

PROPOSAL NO. 1—ELECTION OF DIRECTORS (continued)

Adam Zirkin. Mr. Zirkin, age 45, 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 Capital Management, LLC (“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.

Timothy Armstrong. Mr. Armstrong, age 54, has served as a member of the Board since April 2019 and serves on the Board pursuant to the Investor Rights Agreement. Mr. Armstrong is Founder and Chief Executive Officer of the dtx company, a direct-to-consumer enablement company and creator of Flowcode and Flowpage, which he established in February 2019. From March 2009 to September 2018, Mr. Armstrong served as the Chair and Chief Executive Officer of AOL, as well as the Chief Executive Officer of Oath (Verizon’s media brand portfolio, which included Yahoo! and AOL) after Verizon’s acquisition of AOL in May 2015. From 2000 to 2009, he served as President, Americas Operations and Senior Vice President of Google Inc. Before joining Google, Mr. Armstrong served as Vice President of Sales and Strategic Partnerships for Snowball.com and as Director of Integrated Sales and Marketing at Starwave’s and Disney’s ABC/ESPN Internet Ventures. Mr. Armstrong also has served on the board of directors of BrandFolder, Inc., a digital asset management and brand management software company, since March 2019, and previously served as a director of Booking Holdings Inc. (NASDAQ: BKNG) from January 2013 to June 2023. Mr. Armstrong is the Chair of Trustees at Greenwich Academy and also serves as a trustee of the USA Olympic and Para-Olympic Foundation. Mr. Armstrong holds Bachelor’s degrees in Economics and Sociology from Connecticut College.

Andrew Davis. Mr. Davis, age 47, 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, 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.

George Mattson. Mr. Mattson, age 59, has served as the Company’s Chief Executive Officer since October 2023, as a member of the Board since September 2023, and serves on the Board pursuant to the Investor Rights Agreement. Prior to joining Wheels Up, Mr. Mattson served as President of Star Mountain Capital (“Star Mountain”), a specialized private investment firm, from February 2023 to October 2023. Prior to joining Star Mountain, Mr. Mattson was a private investor and corporate board member from 2012 to February 2023. Prior to his years as a private investor, Mr. Mattson held various positions at Goldman Sachs from 1994 to 2012, including most recently as a partner and co-head of the Global Industrials Group in Investment Banking from 2002 to 2012, and prior to that time, held various sales and marketing positions at International Business Machines Corporation (“IBM”) from 1987 to 1993. Mr. Mattson has also served as a director of Xos, Inc. since August 2021. He formerly served as a director of Delta (NYSE: DAL) from October 2012 to October 2023, Air France-KLM S.A. (PAR: AF) from 2017 until 2021, Virgin Galactic Holdings, Inc. (NYSE: SPCE) from October 2019 to June 2023, Virgin Orbit Holdings, Inc. from December 2021 to August 2023, NextGen Acquisition Corp II from January 2021 to December 2021, and NextGen Acquisition Corp from July 2020 to August 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.

PROPOSAL NO. 1—ELECTION OF DIRECTORS (continued)

Gregory Summe. Mr. Summe, age 68, 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, General Manager of Commercial Motors at 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 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.

Alain Bellemare. Mr. Bellemare, age 63, 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. 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 40, 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”), a role he has held 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 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 34, 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 earned his bachelor’s degree in history from the University of Pennsylvania.

PROPOSAL NO. 1—ELECTION OF DIRECTORS (continued)

Lee Moak. Mr. Moak, age 68, 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 serves 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. 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.

The summary below is qualified in its entirety by reference to the full text of the Amended and Restated 2021 LTIP, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2023, the LTIP First Amendment, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2024, and the LTIP Amendment.

The Amended and Restated 2021 LTIP may be administered by the Board, the Compensation Committee or a similar committee comprised of at least two non-employee directors (in each case, the “Administrator”). The Administrator has exclusive authority to grant awards under the Amended and Restated 2021 LTIP and to make all interpretations and determinations affecting the Amended and Restated 2021 LTIP. The Administrator has the discretion to determine the individuals to whom awards are granted, the amount of each award, any applicable vesting schedule and other terms of any award.

Participation in the Amended and Restated 2021 LTIP is limited to the Company’s directors, employees, consultants, advisors and independent contractors. The Administrator selects the directors, employees, consultants, advisors and independent contractors who will be granted awards under the Amended and Restated 2021 LTIP in its discretion on the basis of and as consideration for their service to the Company and the Company’s eligible affiliates, as applicable.

The maximum number of shares of Common Stock currently reserved and available for issuance under the Amended and Restated 2021 LTIP is 30,149,682 shares of Common Stock, which are available for issuance pursuant to incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), or as other types of awards. We are requesting that the Company’s stockholders approve the LTIP Amendment at the Annual Meeting to increase the number of shares of Common Stock authorized for issuance under the Amended and Restated 2021 LTIP from 30,149,682 to 60,149,682 shares, or an increase of 30,000,000 shares.

If any stock award under the Amended and Restated 2021 LTIP is forfeited, expires or otherwise terminates, in whole or in part, without having been exercised in full (or vested in the case of restricted stock or restricted stock units), the shares of stock not acquired under such stock award will revert to, and again become available for issuance under, the Amended and Restated 2021 LTIP. If (i) the exercise price of any award is satisfied by tendering shares of Common Stock to the Company, (ii) shares of Common Stock are withheld from an award or tendered by the participant to pay such participant’s tax withholding obligations in connection with the award, (iii) shares of Common Stock are reacquired with cash proceeds tendered in payment of the exercise price of an option or (iv) shares of Common Stock subject to share-settled stock appreciation rights are not issued upon settlement, then in each case, the shares of Common Stock tendered, withheld, reacquired or that remain unissued with respect to any such stock appreciation rights will not again become available for issuance under the Amended and Restated 2021 LTIP.

The Amended and Restated 2021 LTIP also provides that performance-based equity incentive awards are to be treated as having been issued at target levels when calculating the number of shares available for issuance under the Amended and Restated 2021 LTIP and adjusted to reflect the actual number of shares issued upon settlement of such awards.

The maximum number of shares subject to awards granted to a non-employee director during a single calendar year under the Amended and Restated 2021 LTIP, taken together with all other cash compensation paid during the calendar year to the non-employee director in respect of the director’s service as a member of the Board, will not exceed $375,000 in total value (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes but excluding the impact of estimated forfeitures related to service-based vesting provisions).

Summary of the Amended and Restated 2021 LTIP & LTIP Amendment (continued)

The Amended and Restated 2021 LTIP limits the Board’s and Compensation Committee’s discretion regarding treatment of awards upon a change in control, and incorporates a “double-trigger” change in control provision, which states that if a participant is terminated without “Cause” or resigns for “Good Reason” (as such terms are defined in the Amended and Restated 2021 LTIP) during the 12-month period following a “Change in Control” (as defined herein), then as of the date of the participant’s termination or resignation:

For purposes of the Amended and Restated 2021 LTIP, “Change in Control” means the consummation of (i) a reorganization, merger or consolidation of the Company or any direct or indirect subsidiary of the Company under which a majority of the shares of the Company would be converted into or exercised for cash or securities of any other corporation or entity or (ii) a sale or exchange of all or substantially all of the Company’s assets or equity securities.

The Amended and Restated 2021 LTIP requires the Administrator to make any appropriate adjustments to the Amended and Restated 2021 LTIP and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events, including, but not limited to, appropriate adjustments to the number, class and price of shares that are subject to outstanding awards under the Amended and Restated 2021 LTIP. See “Proposal No. 7—Implementation of the Reverse Stock Split—Effect on Equity Compensation Arrangements and Warrants” in this Proxy Statement for more information about the treatment of outstanding awards under the Amended and Restated 2021 LTIP in the event the stockholders approve Proposal No. 7 at the Annual Meeting and the Board, in its discretion, subsequently decides to effect the Reverse Stock Split and Authorized Share Reduction.

The Board, at any time and from time to time, may amend the Amended and Restated 2021 LTIP. However, no amendment will be effective unless approved by the Company’s stockholders to the extent stockholder approval is necessary to satisfy the requirements of the Internal Revenue Code, any federal or state law or regulation, or any securities exchange listing requirements. Further, no award under the Amended and Restated 2021 LTIP may be amended or cancelled for the purpose of repricing, replacing or regranting such award with an exercise price that is less than the exercise price of the original award unless otherwise approved by stockholders.

On March 26, 2025, the Board of Directors, upon the recommendation of the Compensation Committee, approved the LTIP Amendment, which will not become effective unless approved by the Company’s stockholders at the Annual Meeting.

The Amended and Restated 2021 LTIP may be terminated by vote of the Board or our stockholders at any time. Unless sooner terminated or extended by the Company subject to Board and stockholder approval, the Amended and Restated 2021 LTIP, as amended by the LTIP Amendment, would terminate by its terms on March 26, 2035. If the LTIP Amendment is not approved at the Annual Meeting, the Amended and Restated 2021 LTIP will terminate by its terms on April 15, 2034. No stock awards may be granted under the Amended and Restated 2021 LTIP after it is terminated.

Unless an award agreement specifies otherwise, the Administrator may cancel any unexpired, unpaid, unexercised or deferred award at any time if the participant is not in compliance with the applicable provisions of the award agreement and the Amended and Restated 2021 LTIP, including certain restrictive covenants. Furthermore, the Administrator may require a participant to return to and/or reimburse the Company for an award and/or shares issued under an award, and any proceeds paid or provided upon disposition of shares issued under an award, pursuant to the terms of the Company’s Recoupment Policy (as defined herein). See “Corporate Governance—Executive Compensation Recoupment Policy” for additional information about the Company’s compensation clawback policy.

Summary of the Amended and Restated 2021 LTIP & LTIP Amendment (continued)

The Amended and Restated 2021 LTIP permits the Administrator to grant awards of stock options, restricted stock, restricted stock units, stock appreciation rights, dividend equivalents, other stock-based awards, performance awards or cash awards, as discussed further below.

A stock option is the right to purchase shares of Common Stock at a fixed exercise price for a fixed period of time. The Amended and Restated 2021 LTIP permits the granting of (i) options to purchase Common Stock intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code and (ii) options that do not so qualify. Stock options granted under the Amended and Restated 2021 LTIP will be non-statutory stock options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Non-statutory stock options may be granted to any persons eligible to receive incentive stock options and to non-employee directors and consultants. The Administrator determines the exercise price and additional terms of stock options. The option exercise price of each option will be determined by the Administrator, but may not be less than 100% of the fair market value of the Common Stock on the grant date. Fair market value for this purpose will be the last reported closing sales price of the shares of Common Stock on the New York Stock Exchange (“NYSE”) on the valuation date, or, if none, the closing sales price on the most recent trade date immediately prior to the valuation date. The exercise price of a stock option may not be reduced after the date of the stock option grant, other than to appropriately reflect changes in the Company’s capital structure. The term of each stock option will be fixed by the Administrator and may not exceed 10 years from the grant date. The Administrator will determine at what time or times each stock option may be exercised. Stock options may be made exercisable in installments and the exercisability of options may be accelerated by the Administrator. Upon exercise of stock options, the option exercise price must be paid in full in such form as the Administrator will provide (or as permitted by Section 422 of the Internal Revenue Code in the case of incentive stock options). To qualify as incentive stock options, stock options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive stock options that first become exercisable by a participant in any one calendar year.

The Administrator also has the authority to grant awards of restricted stock and restricted stock units pursuant to the terms of an award agreement. Each award agreement will be in such form and will contain such terms and conditions as the Administrator will deem appropriate. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified restricted period.

Performance awards are equity incentive awards that may be denominated in either cash or shares and are subject to the achievement of performance goals set over performance periods, as established by the Administrator. In addition, the Amended and Restated 2021 LTIP allows for the grant of awards in the form of stock appreciation rights, other stock-based awards and cash awards.

The Amended and Restated 2021 LTIP requires any grant or award thereunder to have a minimum restriction, vesting and/or performance period, as applicable, of no less than one year after the grant date; provided, that the Compensation Committee, in its sole discretion, may designate up to 5% of the shares available for issuance under the Amended and Restated 2021 LTIP as not being subject to such requirement.

The Amended and Restated 2021 LTIP does not permit dividends or dividend equivalents to be paid or settled on unearned and unvested equity awards.

The following is a general summary as of the date of this Proxy Statement of the U.S. federal income tax consequences to Wheels Up and to U.S. participants for awards granted under the Amended and Restated 2021 LTIP. The summary does not purport to be legal or tax advice. The U.S. federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon their individual circumstances. Tax consequences for any particular individual may be different.

For federal income tax purposes, the holder of an incentive stock option receives no taxable income at the time of the grant or exercise of the incentive stock option. If such person retains the Common Stock for a period equal to the longer of at least two years after the option is granted and one year after the option is exercised, any gain upon the subsequent sale of the Common Stock will be taxed as a long-term capital gain. A participant who disposes of shares acquired by exercise of an incentive stock option prior to the expiration of two years after the

Summary of the Amended and Restated 2021 LTIP & LTIP Amendment (continued)

option is granted or one year after the option is exercised will realize ordinary income in the year of disposition equal to the difference between the exercise price and fair market value of the shares on the exercise date (or, if less, the excess of the amount realized on the disposition of the shares over the exercise price). If the amount realized on the disposition of the Common Stock is greater than the Common Stock’s fair market value on the date of exercise and the capital gain holding period has been satisfied, the excess of the gain will be subject to long-term capital gain treatment. Notwithstanding the foregoing, the difference between the option exercise price and the fair market value of the shares on the exercise date of an incentive stock option is an adjustment in computing the holder’s alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year.

A participant who receives a non-statutory stock option with an exercise price not less than the fair market value of the stock on the grant date generally will not realize taxable income on the grant of such option but will realize ordinary income at the time of exercise of the option equal to the difference between the option exercise price and the fair market value of the shares on the date of exercise. Any additional gain or loss recognized upon any later disposition of shares would be capital gain or loss. Any taxable income recognized in connection with an option exercise by an employee or former employee of the company is subject to tax withholding by Wheels Up.

A restricted stock award is subject to a substantial risk of forfeiture within the meaning of Section 83 of the Internal Revenue Code to the extent the award will be forfeited if the participant ceases to provide services to Wheels Up. As a result of this substantial risk of forfeiture, the participant will not recognize ordinary income at the time of award. Instead, the participant will recognize ordinary income on the dates when the stock is no longer subject to a substantial risk of forfeiture, or when the stock becomes transferable, if earlier. The participant’s ordinary income is measured as the difference between the amount paid for the stock, if any, and the fair market value of the stock on the date the stock is no longer subject to forfeiture. The participant may accelerate their recognition of ordinary income, if any, and begin their capital gains holding period by timely filing an election pursuant to Section 83(b) of the Internal Revenue Code with respect to a restricted stock award. In such event, the ordinary income recognized, if any, is measured as the difference between the amount paid for the stock, if any, and the fair market value of the stock on the date of award, and the capital gain holding period commences on such date. The ordinary income recognized by an employee or former employee will be subject to tax withholding by Wheels Up.

There are generally no immediate tax consequences of receiving an award of PSUs or RSUs under the Amended and Restated 2021 LTIP. A participant who is awarded PSUs or RSUs will generally be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such participant at the end of the restriction period or, if later, the payment date, subject to the requirements of Section 409A of the Internal Revenue Code.

Section 409A of the Internal Revenue Code provides that non-qualified deferred compensation arrangements must meet certain requirements to avoid additional income taxes for those deferring compensation, including providing that distributions must be made on or following the occurrence of certain events (e.g., the individual’s separation from service, a predetermined date, or the individual’s death). Awards granted under the Amended and Restated 2021 LTIP are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code; however, Wheels Up makes no representations or warranties to that effect.

We have not granted awards or committed to grant awards subject to stockholder approval of the LTIP Amendment to any individual or group of individuals. Any grant of additional awards under the Amended and Restated LTIP, as amended by the LTIP Amendment, if approved by the Company’s stockholders at the Annual Meeting, is subject to the discretion of the Compensation Committee from time to time. Any future benefits that will be received under the Amended and Restated LTIP, as amended by the LTIP Amendment, by particular individuals or groups are not determinable at this time, as the selection of participants who will receive awards granted under the Amended and Restated LTIP, as amended by the LTIP Amendment, and the size and types of any such awards will be determined by the Compensation Committee in its discretion; provided, that under our director compensation policy, each Eligible Director (as defined below) is eligible to receive an annual award of RSUs having an aggregate fair market value of $175,000 as of the grant date.

PROPOSAL NO. 5—APPROVAL OF THE CCO PERFORMANCE PLAN (continued)

condition (the “Service Vested Percentage”). If no Repayment Event occurs prior to the Term Loan Maturity Date, or if the Lenders’ Total Investor Return (as defined in the CCO Performance Plan) as a multiple of the aggregate principal amount of the Term Loan and any borrowings under the Revolving Credit Facility (as of the applicable Determination Date, the “Investor Multiple on Invested Capital”), is not greater than one on any Determination Date through the Final Determination Date, no shares of Common Stock will be issued, and no cash payment under the CCO Performance Plan will be made, to our Chief Commercial Officer. In such scenarios, the CCO Performance Plan would expire and be forfeited as of the Final Determination Date.

An expanded summary of the CCO Performance Plan is set forth below under the heading “—Summary of the CCO Performance Plan.” A copy of the CCO Performance Plan is included as Appendix B to this Proxy Statement. The summaries set forth herein are qualified in their entirety by reference to the full text of the CCO Performance Plan.

We are requesting that the Company’s stockholders approve the CCO Performance Plan, and authorize the Company to issue up to 15,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all. The CCO Performance Plan states that the delivery of any shares of Common Stock under the plan is subject to the Company’s stockholders approving such award and approving a sufficient number of shares of Common Stock to be issued to our Chief Commercial Officer. If the CCO Performance Plan is not approved by the stockholders at the Annual Meeting, or at a future annual or special meeting of the Company’s stockholders or by written consent of the Company’s stockholders, or on any Determination Date there is not otherwise a sufficient number of shares of Common Stock authorized for issuance by the Company’s stockholders in order to deliver the number of shares of Common Stock due under such plan, upon vesting, if at all, any amounts payable under the CCO Performance Plan will be payable in cash in lieu of shares of Common Stock. See “—Summary of the CCO Performance Plan—Number of Shares Available for Issuance” and “—Summary of the CCO Performance Plan—Number of Shares of Common Stock Issuable Upon Vesting” below for additional information about the number of shares that we are requesting stockholders approve at the Annual Meeting with respect to the CCO Performance Plan, as well as the requirement upon satisfaction of both the performance- and service-based vesting conditions, if at all, to issue shares of Common Stock or pay cash to our Chief Commercial Officer.

Sections 303A.08, 312.03(a) and 312.03(b) of the NYSE Listed Company Manual (collectively, the “NYSE Stockholder Approval Rules”) require stockholder approval: (i) for equity compensation plans; and (ii) prior to the issuance of Common Stock, or of securities convertible into or exercisable for shares of Common Stock, in a transaction or series of related transactions to a director, officer or substantial security holder of the Company (each an “Active Related Party”) if the number of shares of Common Stock to be issued, or if the number of shares of Common Stock into which the securities may be convertible or exercisable, exceeds either 1% of the number of shares of Common Stock or voting power outstanding before the issuance.

Subject to the satisfaction of both the performance- and service-based vesting conditions under the CCO Performance Plan, if at all, the number of shares of Common Stock that may be issuable to our Chief Commercial Officer may exceed the 1% threshold set forth in the NYSE Stockholder Approval Rules. However, the number of shares of Common Stock that may vest and become issuable, if any, to our Chief Commercial Officer will not be readily determinable until the first Determination Date following a Repayment Event and at each successive Determination Date thereafter through the Final Determination Date. By voting “For” this Proposal No. 5, you will be deemed to have also approved the CCO Performance Plan and the potential issuance of up to 15,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all, for purposes of the NYSE Stockholder Approval Rules. The Company does not presently intend to seek any additional approval of the Company’s stockholders in connection with any vesting or issuance of shares of Common Stock under the CCO Performance Plan, if any, unless if at the time of vesting the number of shares of Common Stock that the Company is authorized to issue under the CCO Performance Plan is not sufficient to satisfy the number of shares of Common Stock issuable thereunder.

By voting “For” this Proposal No. 5, you will be deemed to have: (i) approved the CCO Performance Plan as a standalone employee benefit plan; and (ii) authorized the Company to issue up to 15,000,000 shares of Common Stock to our Chief Commercial Officer, subject to the satisfaction of the applicable vesting conditions under such plan, if at all, in each instance for purposes of the NYSE Stockholder Approval Rules. Mr. Harvey, our Chief Commercial Officer, has a substantial interest in the outcome of this Proposal No. 5.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE CCO PERFORMANCE PLAN.

We are requesting that the Company’s stockholders approve the CCO Performance Plan and authorize the Company to issue up to 15,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all. Except as set forth in Section III.A of the Amended and Restated 2021 LTIP, the CCO Performance Plan incorporates the terms of the existing Amended and Restated 2021 LTIP, as it may be amended from time to time. The CCO Performance Plan is intended to constitute a standalone employee benefit plan and any shares of Common Stock issued under the CCO Performance Plan will not be issued under, or count against the number of shares of Common Stock reserved pursuant to, any of the Company’s other equity incentive plans or awards. While certain of the provisions described below are similar to the Amended and Restated 2021 LTIP, there are certain differences with respect to, among other things, termination of service scenarios, treatment upon a “Change of Control” (as defined under “—Change of Control Provisions” below), and the potential settlement by a payment in cash if the CCO Performance Plan is not approved by the Company’s stockholders or if on any Determination Date, there is not otherwise a sufficient number of shares of Common Stock authorized for issuance upon vesting to deliver the number of shares due under the plan.

Additional descriptions of these items are contained in Proposal No. 5 above, as well as where applicable in the following summary of the CCO Performance Plan, considering the changes to the terms of the Amended and Restated 2021 LTIP set forth in the LTIP Amendment, as applicable. A copy of the CCO Performance Plan is included as Appendix B to this Proxy Statement. The summaries set forth herein are qualified in their entirety by reference to the full text of the CCO Performance Plan.

The CCO Performance Plan may be administered by the Administrator. The Administrator has exclusive authority to make all interpretations and determinations affecting the CCO Performance Plan. The CCO Performance Plan does not obligate the Company to issue any future grants to our Chief Commercial Officer.

The CCO Performance Plan was granted to David Harvey, our Chief Commercial Officer, and does not, by its terms, allow for additional awards to be made thereunder.

The CCO Performance Plan is a multi-year, one-time performance award granted to our Chief Commercial Officer in lieu of future annual equity compensation grants and is intended to provide him with the opportunity to share in the long-term growth of the value of the Company. The award consists of a contingent right to receive a number of shares of Common Stock upon: (i) a Repayment Event consisting of either the repayment or refinancing of the Company’s borrowings under the $390.0 million Term Loan, plus any additional amounts drawn on the Term Loan, if at all, on or before the Term Loan Maturity Date, if at all; and (ii) satisfaction of certain service-based vesting conditions described below. If both the performance- and service-based vesting conditions are satisfied prior to forfeiture, the number of shares of Common Stock that may vest and be issued to our Chief Commercial Officer will first be determined on the first Determination Date following a Repayment Event and again on each Determination Date through the Final Determination Date. There can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the CCO Performance Plan.

See Sections 1 and 2 of the CCO Performance Plan included as Appendix B to this Proxy Statement for more information about the performance-based vesting conditions.

The service-based vesting condition provides that 25% of the CCO Performance Plan was eligible to vest on September 20, 2024 and an additional 25% will be eligible to vest on each of September 20, 2025, 2026 and 2027, so long as our Chief Commercial Officer remains employed with the Company as of such dates. At any Determination Date following the satisfaction of the performance- and service-based vesting conditions, the number of shares of Common Stock issuable to our Chief Commercial Officer in connection with such Determination Date, if any, will be determined using the Service Vested Percentage. No portion of the CCO Performance Plan had vested as of the Record Date.

Summary of the CCO Performance Plan (continued)

The CCO Performance Plan also sets forth the following treatment of the award for certain termination of service scenarios (“Change of Control” is described separately below under “—Change of Control Provisions”):

See Section 4 of, and the definition of “Service Vested Percentage” in, the CCO Performance Plan included as Appendix B to this Proxy Statement for more information about the service-based vesting conditions and termination of service outcomes.

Upon the satisfaction of both the performance- and service-based vesting conditions, if at all, the number of shares of Common Stock subject to vesting and issuance, if any, to our Chief Commercial Officer on each Determination Date following a Repayment Event will be based on the repayment or refinancing of the Term Loan and Revolving Credit Facility, and the then-applicable dollar value of the shares of Common Stock issued to the Lenders under the Investor Rights Agreement, relative to the volume weighted average price per share of Common Stock during the 60 trading day period prior to the applicable Determination Date (the “VWAP”). The number of shares of Common Stock, if any, issuable under the CCO Performance Plan will vary depending on, among other things, the: (i) occurrence and timing of a Repayment Event; (ii) Investor Multiple on Invested Capital, if any; and (iii) Service Vested Percentage as of the applicable Determination Date. As a result, the exact number of shares of Common Stock that may be issued under the CCO Performance Plan will not be readily determinable until the first Determination Date following a Repayment Event and at each successive Determination Date thereafter through the Final Determination Date. There can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the CCO Performance Plan. Any such cash payments by the Company to our Chief Commercial Officer may be material and, depending on the timing and magnitude of such required payments, may adversely affect our liquidity, financial condition and results of operations.

If no Repayment Event occurs prior to the Term Loan Maturity Date, or if the Investor Multiple on Invested Capital is not greater than one on any Determination Date through the Final Determination Date, no shares of Common Stock will be issued, and no cash payment under the CCO Performance Plan will be made, to our Chief Commercial Officer. In such scenarios, the CCO Performance Plan would expire and be forfeited as of the Final Determination Date. If the Company is unable to obtain the approval of the Company’s stockholders of the CCO Performance Plan at the Annual Meeting, or a future annual or special meeting of the Company’s stockholders or by written consent of the Company’s stockholders, in any event prior to 30 days after any Determination Date for which the issuance of shares of Common Stock is required under the CCO Performance Plan, then the value of the shares of Common Stock that would otherwise be issuable under the CCO Performance Plan as of such Determination Date will be satisfied by a cash payment. There can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the CCO Performance Plan.

Summary of the CCO Performance Plan (continued)

See Exhibit A to the CCO Performance Plan included as Appendix B to this Proxy Statement for more information about the vesting and settlement terms for such award, including the variables used in the calculation of the number of shares of Common Stock issuable or total value payable to our Chief Commercial Officer if both the performance- and service-based vesting conditions are satisfied.

We are requesting that the Company’s stockholders approve the CCO Performance Plan as a standalone employee benefit plan, and authorize the Company to issue up to 15,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all. The CCO Performance Plan provides that the delivery of any shares of Common Stock thereunder is subject to approval of such plan and a sufficient number of shares of Common Stock to be issued by the Company’s stockholders. The CCO Performance Plan also provides that if such plan is not approved by the Company’s stockholders or on any Determination Date there is not otherwise a sufficient number of shares of Common Stock approved by the Company’s stockholders in order to deliver the number of shares of Common Stock due under the plan, the Company will pay in cash an amount equal to the value of the shares of Common Stock that would have otherwise been delivered to our Chief Commercial Officer thereunder.

None of the 15,000,000 shares of Common Stock that we are requesting the Company’s stockholders authorize the Company to issue under the CCO Performance Plan will be issued to our Chief Commercial Officer unless (i) both the performance- and service-based vesting conditions have been satisfied, and (ii) the other variables that determine the amount payable to our Chief Commercial Officer are sufficiently high to support any issuance of shares or cash payment under such award. In determining the number of shares of Common Stock to reserve for future issuance under the CCO Performance Plan, we, in consultation with our independent compensation consultant, made certain assumptions such as: (a) the Investor Multiple on Invested Capital being greater than 3.0x; (b) consummation of the Repayment Event as of September 20, 2028, the Term Loan Maturity Date; (c) the Service Vested Percentage as of the applicable Determination Date being 100%; and (d) the number of shares outstanding and fully diluted shares of Common Stock being the same as they were on November 30, 2023. The Company deems these assumptions as reasonable based on currently available information for the purpose of authorizing enough shares of Common Stock for future issuance should the CCO Performance Plan vest. Any increase or decrease in the variables described above will result in the CCO Performance Plan having a different value upon vesting, if at all, which in turn would result in a different number of shares of Common Stock being issuable under the award. For example, if the price per share of Common Stock declines, the value of the CCO Performance Plan will generally decline; however, the number of shares of Common Stock issuable upon vesting would increase under certain circumstances, because the aggregate number of shares of Common Stock required to equal such award value would be higher. The Company’s stockholders may experience significant dilution resulting from the settlement of the CCO Performance Plan and/or the concurrent settlement of the other Executive Performance Plans, if any. However, there can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the CCO Performance Plan.

While we currently believe that the amount of shares of Common Stock that the Company’s stockholders are being asked to authorize the Company to issue under the CCO Performance Plan approximates the maximum number of shares of Common Stock, as calculated in consultation with our independent compensation consultant, that may be issuable under the plan upon the satisfaction of both the performance- and service-based vesting conditions, if at all, it is possible that future events, including future dilutive issuances of shares of Common Stock or other instruments or securities exchangeable or exercisable for, or convertible into, shares of Common Stock in public offerings or private placements, a sustained decline in the trading price per share of our Common Stock or a significant modification to the terms of the Term Loan, could result in an insufficient number of shares of Common Stock being authorized for issuance under the CCO Performance Plan. If the number of shares of Common Stock that the Company is authorized to issue under the CCO Performance Plan or the Amended and Restated Certificate of Incorporation is not sufficient to satisfy the number of shares of Common Stock issuable to our Chief Commercial Officer upon the satisfaction of both the performance- and service-based vesting conditions under the CCO Performance Plan, we may either (i) seek further approval of the Company’s stockholders to increase the number of shares of Common Stock authorized for issuance under the CCO Performance Plan or Amended and Restated Certificate of Incorporation, as applicable, that we then believe are necessary to satisfy our obligation to issue shares of Common Stock under the CCO Performance Plan, or (ii) satisfy our obligations under the CCO Performance Plan by paying cash to our Chief Commercial Officer. Any further approval of the Company’s stockholders would require us to comply with the applicable provisions of our Organizational Documents, the Delaware General Corporation Law, and the applicable rules of the SEC, NYSE or other applicable national securities exchange or inter-dealer quotation system on which our Common Stock is then listed.

If at the Annual Meeting, the Company’s stockholders approve the CCO Performance Plan and authorize the Company to issue up to 15,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all, the Company presently intends to ensure that enough shares of Common Stock remain reserved and available for issuance under the

Summary of the CCO Performance Plan (continued)

Amended and Restated Certificate of Incorporation to complete any issuance of shares of Common Stock pursuant to the CCO Performance Plan, together with the issuance of any other shares of Common Stock that the Company may be obligated to reserve for future issuance under the terms of any applicable equity incentive plan, warrants or other securities that are convertible or exchangeable into or exercisable for shares of Common Stock, or pursuant to any other agreement to which the Company or its subsidiaries is a party.

Although the terms of the Amended and Restated 2021 LTIP incorporated into the CCO Performance Plan specify conditions under which unvested shares under the CCO Performance Plan may become available for later grant or issuance, it is the Company’s present intention that if the CCO Performance Plan is forfeited, expires or otherwise terminates, in whole or in part, without having vested, no unvested shares of Common Stock will be issued to our Chief Commercial Officer under the plan and such unvested shares will not become available for later grant or issuance thereunder.

Pursuant to the CCO Performance Plan, if a Change of Control (as defined for purposes of this Proposal No. 5) occurs prior to any Determination Date, the date of the consummation of the Change of Control will be deemed a Repayment Event and the Final Determination Date, and the Service Vested Percentage will be 100% upon the consummation of such Change of Control. In addition, if a Change of Control is consummated within six months following the termination of our Chief Commercial Officer’s employment for any reason other than for Cause (as defined in the Amended and Restated 2021 LTIP), he will become 100% vested as of the date of the Change of Control. Under the CCO Performance Plan, “Change of Control” means the occurrence of any one of the following events on or after the grant date of the CCO Performance Plan and on or before the final Determination Date:

The CCO Performance Plan requires the Administrator to make any appropriate adjustments to the CCO Performance Plan and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events, including, but not limited to, appropriate adjustments to the number, class and price of shares under the CCO Performance Plan. See “Proposal No. 7—Implementation of the Reverse Stock Split—Effect on Equity Compensation Arrangements and Warrants” in this Proxy Statement for more information about the treatment of the CCO Performance Plan in the event the stockholders approve Proposal No. 7 at the Annual Meeting and the Board, in its discretion, subsequently decides to effect the Reverse Stock Split and Authorized Share Reduction.

No amendment or modification of any provision of the CCO Performance Plan that has a material adverse effect on Mr. Harvey will be effective unless signed in writing by or on behalf of the Company and Mr. Harvey. In addition, no amendment will be effective unless approved by the Company’s stockholders to the extent stockholder approval is necessary to satisfy the requirements of the Internal Revenue Code, any federal or state law or regulation, or any securities exchange listing requirements.

Summary of the CCO Performance Plan (continued)

The CCO Performance Plan generally may not be terminated by the Company, the Board or the Company’s stockholders. In addition, neither Article XXVI of the Amended and Restated 2021 LTIP, which is incorporated into the CCO Performance Plan, nor any other article of the Amended and Restated 2021 LTIP that is incorporated into the CCO Performance Plan that permits the Board or the Compensation Committee to do any of the following will apply to the CCO Performance Plan: (i) suspend vesting and/or settlement of the CCO Performance Plan; (ii) specify any additional terms, conditions and limitations for the grant of the CCO Performance Plan; (iii) cancel the CCO Performance Plan or provide for conditions or circumstances under which the CCO Performance Plan will be forfeited other than those expressly stated in the CCO Performance Plan; (iv) apply performance goals or performance criteria other than those specified in the CCO Performance Plan or reduce the amounts payable under the CCO Performance Plan; (v) cancel any unpaid or deferred portion of the CCO Performance Plan or any portion thereof for any reason other than our Chief Commercial Officer is not in compliance with the CCO Performance Plan as so determined and decided by an appropriate court of final jurisdiction; or (vi) settle the CCO Performance Plan other than in shares of Common Stock or cash.

The CCO Performance Plan is subject to recovery under any law, government regulation or stock exchange listing requirement or the Recoupment Policy and will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement. In addition, the Administrator may cancel any unexpired, unpaid, unexercised or deferred award at any time if our Chief Commercial Officer is not in compliance with the CCO Performance Plan, including certain restrictive covenants. Furthermore, the Administrator may require our Chief Commercial Officer to return to and/or reimburse the Company for an award and/or shares of Common Stock issued under the CCO Performance Plan, and any proceeds paid or provided upon disposition of shares of Common Stock issued under the CCO Performance Plan, pursuant to the terms of the Recoupment Policy. See “Corporate Governance—Executive Compensation Recoupment Policy” in this Proxy Statement for additional information about the Company’s compensation clawback policy.

Although the terms of the Amended and Restated 2021 LTIP incorporated into the CCO Performance Plan permit the Administrator to grant awards of stock options, restricted stock, restricted stock units, stock appreciation rights, other stock-based awards, performance awards or cash awards, the CCO Performance Plan is a one-time award in lieu of future annual equity compensation grants and does not constitute a promise of future grants. The CCO Performance Plan does not obligate the Company to issue any future grants to our Chief Commercial Officer.

The terms of the Amended and Restated 2021 LTIP incorporated into the CCO Performance Plan require that any grant or award thereunder have a minimum restriction, vesting and/or performance period, as applicable, of no less than one year after the grant date; provided, that the Compensation Committee, in its sole discretion, would be permitted to designate up to 5% of the shares available for issuance under the CCO Performance Plan as not being subject to such requirement.

The CCO Performance Plan does not permit dividends or dividend equivalents to be paid or settled on unearned and unvested equity awards.

The U.S. federal income tax consequences to Wheels Up and our Chief Commercial Officer with respect to the CCO Performance Plan are substantially identical to the consequences described under “Proposal No. 4—Amendment to Amended and Restated Wheels Up Experience Inc. 2021 Long-Term Incentive Plan—Summary of the Amended and Restated 2021 LTIP—U.S. Federal Income Tax Consequences of Awards” under the subheadings “Restricted Stock Units” and “Section 409A”, which are incorporated by reference herein. The summary incorporated by reference herein does not purport to be legal or tax advice. The U.S. federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon their individual circumstances. Tax consequences for any particular individual may be different. If both the performance- and service-based vesting conditions under the CCO Performance Plan are satisfied prior to forfeiture, if at all, any issuance of shares of Common Stock or cash payment under such award may result in excise taxes pursuant to Sections 280G or 4999 of the Internal Revenue Code being owed by Mr. Harvey as a result of such issuance or payment. The Company is not liable for the payment of any excise taxes pursuant to Sections 280G or 4999 of the Internal Revenue Code (including any “gross-up”) that may be incurred by our Chief Commercial Officer upon vesting of the CCO Performance Plan, if at all.

Summary of the CCO Performance Plan (continued)

As of the Record Date, only our Chief Commercial Officer had an outstanding equity award under the CCO Performance Plan. We are requesting that the Company’s stockholders approve the CCO Performance Plan as a standalone employee benefit plan, and authorize the Company to issue up to 15,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all. The following table sets forth the number of shares of Common Stock that the Company would have issued under the CCO Performance Plan, subject to the satisfaction of both the performance- and service-based vesting conditions under such award, as of December 31, 2024; however, because such vesting conditions for the CCO Performance Plan were not met as of such date, no shares of Common Stock vested or were issuable thereunder as of December 31, 2024.

The CFO Performance Plan was granted by the Compensation Committee effective March 31, 2025 in connection with the hiring of John Verkamp as the Company’s Chief Financial Officer, subject to approval by the Company’s stockholders at the Annual Meeting. We are requesting that the Company’s stockholders approve the CFO Performance Plan as a standalone employee benefit plan, and authorize the Company to issue up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all, as described in further detail below. There can be no assurance that the vesting conditions for the CFO Performance Plan will be satisfied or that any shares of Common Stock will be issued or cash payments will be made to our Chief Financial Officer pursuant to the CFO Performance Plan.

On February 26, 2025, the Compensation Committee approved the CFO Performance Plan in connection with the hiring of John Verkamp as the Company’s Chief Financial Officer, effective March 31, 2025, which is subject to both performance- and service-based vesting conditions. The CFO Performance Plan is a standalone plan and is a multi-year, one-time performance award granted to our Chief Financial Officer in lieu of future annual equity compensation grants, which is intended to provide him with the opportunity to share in the long-term growth of the value of the Company. The Board and Compensation Committee believe that our executive compensation programs should primarily focus on driving strong financial performance and stockholder value creation and reward our executive officers for the achievement of challenging financial and operational goals. As a result, the Compensation Committee designed the CFO Performance Plan, as well as the other Executive Performance Plans, to align the performance-based vesting conditions with important future Company events. We believe the award ties the “at-risk,” long-term pay outcomes for our Chief Financial Officer to the Company’s overall success and provides meaningful upside if the Company’s market value increases.

The CFO Performance Plan is contingent upon the satisfaction of both the performance- and service-based vesting conditions in order for any shares of Common Stock to be issuable or cash payment to be made thereunder, as described below:

The Compensation Committee believes a Repayment Event is a significant performance-based milestone for the Company and its stockholders, and an important indicator of the Company’s future success. We also believe that the Company’s ability to consummate a Repayment Event is primarily dependent on the Company’s operating and financial success, the ability to generate positive cash flow and/or obtain additional financing leading up to any such repayment or refinancing. Accordingly, our Chief Financial Officer would be rewarded upon the consummation of a Repayment Event and get to participate in any enhancement of the Company’s market value. However, there can be no assurance that the performance- or service-based vesting conditions for the CFO Performance Plan will be satisfied, or that upon vesting the variables described under “—Summary of the CFO Performance Plan—Number of Shares of Common Stock Issuable Upon Vesting” below that determine the potential number of shares of Common Stock issuable or cash payments pursuant to the CFO Performance Plan, if any, will result in any issuance of shares of Common Stock or cash payments under the CFO Performance Plan.

If both the performance- and service-based vesting conditions are satisfied prior to forfeiture, the number of shares of Common Stock that may vest and be issued to our Chief Financial Officer will first be determined on each Determination Date until the Final Determination Date. At any Determination Date following the satisfaction of the performance- and service-based vesting conditions, the number of shares of Common Stock issuable to our Chief Financial Officer in connection with such Determination Date, if any, will be determined using the then-applicable Service Vested Percentage. If no Repayment Event occurs prior to the Term Loan Maturity Date, or if the Investor Multiple on Invested Capital is not greater than one on any Determination Date through the Final Determination Date, no shares of Common Stock will be issued, and no cash payment under the CFO Performance Plan will be made, to our Chief Financial Officer. In such scenarios, the CFO Performance Plan would expire and be forfeited as of the Final Determination Date.

PROPOSAL NO. 6—APPROVAL OF THE CFO PERFORMANCE PLAN (continued)

An expanded summary of the CFO Performance Plan is set forth below under the heading “—Summary of the CFO Performance Plan.” A copy of the CFO Performance Plan is included as Appendix C to this Proxy Statement. The summaries set forth herein are qualified in their entirety by reference to the full text of the CFO Performance Plan.

We are requesting that the Company’s stockholders approve the CFO Performance Plan, and authorize the Company to issue up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all. The CFO Performance Plan states that the delivery of any shares of Common Stock under the plan is subject to the Company’s stockholders approving such award and approving a sufficient number of shares of Common Stock to be issued to our Chief Financial Officer. If the CFO Performance Plan is not approved by the stockholders at the Annual Meeting, or at a future annual or special meeting of the Company’s stockholders or by written consent of the Company’s stockholders, or on any Determination Date there is not otherwise a sufficient number of shares of Common Stock authorized for issuance by the Company’s stockholders in order to deliver the number of shares of Common Stock due under such plan, upon vesting, if at all, any amounts payable under the CFO Performance Plan will be payable in cash in lieu of shares of Common Stock. See “—Summary of the CFO Performance Plan—Number of Shares Available for Issuance” and “—Summary of the CFO Performance Plan—Number of Shares of Common Stock Issuable Upon Vesting” below for additional information about the number of shares that we are requesting stockholders approve at the Annual Meeting with respect to the CFO Performance Plan, as well as the requirement upon satisfaction of both the performance- and service-based vesting conditions, if at all, to issue shares of Common Stock or pay cash to our Chief Financial Officer.

The NYSE Stockholder Approval Rules require stockholder approval: (i) for equity compensation plans; and (ii) prior to the issuance of Common Stock, or of securities convertible into or exercisable for shares of Common Stock, in a transaction or series of related transactions to an Active Related Party if the number of shares of Common Stock to be issued, or if the number of shares of Common Stock into which the securities may be convertible or exercisable, exceeds either 1% of the number of shares of Common Stock or voting power outstanding before the issuance.

Subject to the satisfaction of both the performance- and service-based vesting conditions under the CFO Performance Plan, if at all, the number of shares of Common Stock that may be issuable to our Chief Financial Officer may exceed the 1% threshold set forth in the NYSE Stockholder Approval Rules. However, the number of shares of Common Stock that may vest and become issuable, if any, to our Chief Financial Officer will not be readily determinable until the first Determination Date following a Repayment Event and at each successive Determination Date thereafter through the Final Determination Date. By voting “For” this Proposal No. 6, you will be deemed to have also approved the CFO Performance Plan and the potential issuance of up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all, for purposes of the NYSE Stockholder Approval Rules. The Company does not presently intend to seek any additional approval of the Company’s stockholders in connection with any vesting or issuance of shares of Common Stock under the CFO Performance Plan, if any, unless if at the time of vesting the number of shares of Common Stock that the Company is authorized to issue under the CFO Performance Plan is not sufficient to satisfy the number of shares of Common Stock issuable thereunder.

By voting “For” this Proposal No. 6, you will be deemed to have: (i) approved the CFO Performance Plan as a standalone employee benefit plan; and (ii) authorized the Company to issue up to 12,000,000 shares of Common Stock to our Chief Financial Officer, subject to the satisfaction of the applicable vesting conditions under such plan, if at all, in each instance for purposes of the NYSE Stockholder Approval Rules. Mr. Verkamp, our Chief Financial Officer, has a substantial interest in the outcome of this Proposal No. 6.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE CFO PERFORMANCE PLAN.

We are requesting that the Company’s stockholders approve the CFO Performance Plan and authorize the Company to issue up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all. Except as set forth in Section III.A of the Amended and Restated 2021 LTIP, the CFO Performance Plan incorporates the terms of the existing Amended and Restated 2021 LTIP, as it may be amended from time to time. The CFO Performance Plan is intended to constitute a standalone employee benefit plan and any shares of Common Stock issued under the CFO Performance Plan will not be issued under, or count against the number of shares of Common Stock reserved pursuant to, any of the Company’s other equity incentive plans or awards. While certain of the provisions described below are similar to the Amended and Restated 2021 LTIP, there are certain differences with respect to, among other things, termination of service scenarios, treatment upon a “Change of Control” (as defined under “—Change of Control Provisions” below), and the potential settlement by a payment in cash if the CFO Performance Plan is not approved by the Company’s stockholders or if on any Determination Date, there is not otherwise a sufficient number of shares of Common Stock authorized for issuance upon vesting to deliver the number of shares due under the CFO Performance Plan.

Additional descriptions of these items are contained in Proposal No. 6 above, as well as where applicable in the following summary of the CFO Performance Plan, considering the changes to the terms of the Amended and Restated 2021 LTIP set forth in the LTIP Amendment, as applicable. A copy of the CFO Performance Plan is included as Appendix C to this Proxy Statement. The summaries set forth herein are qualified in their entirety by reference to the full text of the CFO Performance Plan.

The CFO Performance Plan may be administered by the Administrator. The Administrator has exclusive authority to make all interpretations and determinations affecting the CFO Performance Plan. The CFO Performance Plan does not obligate the Company to issue any future grants to our Chief Financial Officer.

The CFO Performance Plan was granted to John Verkamp, our Chief Financial Officer, and does not, by its terms, allow for additional awards to be made thereunder.

The CFO Performance Plan is a multi-year, one-time performance award granted to our Chief Financial Officer in lieu of future annual equity compensation grants and is intended to provide him with the opportunity to share in the long-term growth of the value of the Company. The award consists of a contingent right to receive a number of shares of Common Stock upon: (i) a Repayment Event consisting of either the repayment or refinancing of the Company’s borrowings under the $390.0 million Term Loan, plus any additional amounts drawn on the Term Loan, if at all, on or before the Term Loan Maturity Date, if at all; and (ii) satisfaction of certain service-based vesting conditions described below. If both the performance- and service-based vesting conditions are satisfied prior to forfeiture, the number of shares of Common Stock that may vest and be issued to our Chief Financial Officer will first be determined on the first Determination Date following a Repayment Event and again on each Determination Date through the Final Determination Date. There can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the CFO Performance Plan.

See Sections 1 and 2 of the CFO Performance Plan included as Appendix C to this Proxy Statement for more information about the performance-based vesting conditions.

The service-based vesting condition provides that one-third of the CFO Performance Plan will be eligible to vest on each of September 20, 2025, 2026 and 2027, so long as our Chief Financial Officer remains employed with the Company as of such dates. At any Determination Date following the satisfaction of the performance- and service-based vesting conditions, the number of shares of Common Stock issuable to our Chief Financial Officer in connection with such Determination Date, if any, will be determined using the Service Vested Percentage. No portion of the CFO Performance Plan had vested as of the Record Date.

Summary of the CFO Performance Plan (continued)

The CFO Performance Plan also sets forth the following treatment of the award for certain termination of service scenarios (“Change of Control” is described separately below under “—Change of Control Provisions”):

See Section 4 of, and the definition of “Service Vested Percentage” in, the CFO Performance Plan included as Appendix C to this Proxy Statement for more information about the service-based vesting conditions and termination of service outcomes.

Upon the satisfaction of both the performance- and service-based vesting conditions, if at all, the number of shares of Common Stock subject to vesting and issuance, if any, to our Chief Financial Officer on each Determination Date following a Repayment Event will be based on the repayment or refinancing of the Term Loan and Revolving Credit Facility, and the then-applicable dollar value of the shares of Common Stock issued to the Lenders under the Investor Rights Agreement, relative to the VWAP. The number of shares of Common Stock, if any, issuable under the CFO Performance Plan will vary depending on, among other things, the: (i) occurrence and timing of a Repayment Event; (ii) Investor Multiple on Invested Capital, if any; and (iii) Service Vested Percentage as of the applicable Determination Date. As a result, the exact number of shares of Common Stock that may be issued under the CFO Performance Plan will not be readily determinable until the first Determination Date following a Repayment Event and at each successive Determination Date thereafter through the Final Determination Date. There can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the CFO Performance Plan. Any such cash payments by the Company to our Chief Financial Officer may be material and, depending on the timing and magnitude of such required payments, may adversely affect our liquidity, financial condition and results of operations.

If no Repayment Event occurs prior to the Term Loan Maturity Date, or if the Investor Multiple on Invested Capital is not greater than one on any Determination Date through the Final Determination Date, no shares of Common Stock will be issued, and no cash payment under the CFO Performance Plan will be made, to our Chief Financial Officer. In such scenarios, the CFO Performance Plan would expire and be forfeited as of the Final Determination Date. If the Company is unable to obtain the approval of the Company’s stockholders of the CFO Performance Plan at the Annual Meeting, or a future annual or special meeting of the Company’s stockholders or by written consent of the Company’s stockholders, in any event prior to 30 days after any Determination Date for which the issuance of shares of Common Stock is required under the CFO Performance Plan, then the value of the shares of Common Stock that would otherwise be issuable under the CFO Performance Plan as of such Determination Date will be satisfied by a cash payment. There can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the CFO Performance Plan.

See Exhibit A to the CFO Performance Plan included as Appendix C to this Proxy Statement for more information about the vesting and settlement terms for such award, including the variables used in the calculation of the number of shares of Common Stock issuable or total value payable to our Chief Financial Officer if both the performance- and service-based vesting conditions are satisfied.

Summary of the CFO Performance Plan (continued)

We are requesting that the Company’s stockholders approve the CFO Performance Plan as a standalone employee benefit plan, and authorize the Company to issue up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all. The CFO Performance Plan provides that the delivery of any shares of Common Stock thereunder is subject to approval of such plan and a sufficient number of shares of Common Stock to be issued by the Company’s stockholders. The CFO Performance Plan also provides that if such plan is not approved by the Company’s stockholders or on any Determination Date there is not otherwise a sufficient number of shares of Common Stock approved by the Company’s stockholders in order to deliver the number of shares of Common Stock due under the plan, the Company will pay in cash an amount equal to the value of the shares of Common Stock that would have otherwise been delivered to our Chief Financial Officer thereunder.

None of the 12,000,000 shares of Common Stock that we are requesting the Company’s stockholders authorize the Company to issue under the CFO Performance Plan will be issued to our Chief Financial Officer unless (i) both the performance- and service-based vesting conditions have been satisfied, and (ii) the other variables that determine the amount payable to our Chief Financial Officer are sufficiently high to support any issuance of shares or cash payment under such award. In determining the number of shares of Common Stock to reserve for future issuance under the CFO Performance Plan, we, in consultation with our independent compensation consultant, made certain assumptions such as: (a) the Investor Multiple on Invested Capital being greater than 3.0x; (b) consummation of the Repayment Event as of September 20, 2028, the Term Loan Maturity Date; (c) the Service Vested Percentage as of the applicable Determination Date being 100%; and (d) the number of shares outstanding and fully diluted shares of Common Stock being the same as they were on November 30, 2023. The Company deems these assumptions as reasonable based on currently available information for the purpose of authorizing enough shares of Common Stock for future issuance should the CFO Performance Plan vest. Any increase or decrease in the variables described above will result in the CFO Performance Plan having a different value upon vesting, if at all, which in turn would result in a different number of shares of Common Stock being issuable under the award. For example, if the price per share of Common Stock declines, the value of the CFO Performance Plan will generally decline; however, the number of shares of Common Stock issuable upon vesting would increase under certain circumstances, because the aggregate number of shares of Common Stock required to equal such award value would be higher. The Company’s stockholders may experience significant dilution resulting from the settlement of the CFO Performance Plan and/or the concurrent settlement of the other Executive Performance Plans, if any. However, there can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the CFO Performance Plan.

While we currently believe that the amount of shares of Common Stock that the Company’s stockholders are being asked to authorize the Company to issue under the CFO Performance Plan approximates the maximum number of shares of Common Stock, as calculated in consultation with our independent compensation consultant, that may be issuable under the plan upon the satisfaction of both the performance- and service-based vesting conditions, if at all, it is possible that future events, including future dilutive issuances of shares of Common Stock or other instruments or securities exchangeable or exercisable for, or convertible into, shares of Common Stock in public offerings or private placements, a sustained decline in the trading price per share of our Common Stock or a significant modification to the terms of the Term Loan, could result in an insufficient number of shares of Common Stock being authorized for issuance under the CFO Performance Plan. If the number of shares of Common Stock that the Company is authorized to issue under the CFO Performance Plan or the Amended and Restated Certificate of Incorporation is not sufficient to satisfy the number of shares of Common Stock issuable to our Chief Financial Officer upon the satisfaction of both the performance- and service-based vesting conditions under the CFO Performance Plan, we may either (i) seek further approval of the Company’s stockholders to increase the number of shares of Common Stock authorized for issuance under the CFO Performance Plan or Amended and Restated Certificate of Incorporation, as applicable, that we then believe are necessary to satisfy our obligation to issue shares of Common Stock under the CFO Performance Plan, or (ii) satisfy our obligations under the CFO Performance Plan by paying cash to our Chief Financial Officer. Any further approval of the Company’s stockholders would require us to comply with the applicable provisions of our Organizational Documents, the Delaware General Corporation Law, and the applicable rules of the SEC, NYSE or other applicable national securities exchange or inter-dealer quotation system on which our Common Stock is then listed.

If at the Annual Meeting, the Company’s stockholders approve the CFO Performance Plan and authorize the Company to issue up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all, the Company presently intends to ensure that enough shares of Common Stock remain reserved and available for issuance under the Amended and Restated Certificate of Incorporation to complete any issuance of shares of Common Stock pursuant to the CFO Performance Plan, together with the issuance of any other shares of Common Stock that the Company may be obligated to reserve for future issuance under the terms of any applicable equity incentive plan, warrants or other securities that are convertible or exchangeable into or exercisable for shares of Common Stock, or pursuant to any other agreement to which the Company or its subsidiaries is a party.

Summary of the CFO Performance Plan (continued)

Although the terms of the Amended and Restated 2021 LTIP incorporated into the CFO Performance Plan specify conditions under which unvested shares under the CFO Performance Plan may become available for later grant or issuance, it is the Company’s present intention that if the CFO Performance Plan is forfeited, expires or otherwise terminates, in whole or in part, without having vested, no unvested shares of Common Stock will be issued to our Chief Financial Officer under the CFO Performance Plan and such unvested shares will not become available for later grant or issuance thereunder.

Pursuant to the CFO Performance Plan, if a Change of Control (as defined for purposes of this Proposal No. 6) occurs prior to any Determination Date, the date of the consummation of the Change of Control will be deemed a Repayment Event and the Final Determination Date, and the Service Vested Percentage will be 100% upon the consummation of such Change of Control. In addition, if a Change of Control is consummated within six months following the termination of our Chief Financial Officer’s employment for any reason other than for Cause (as defined in the Amended and Restated 2021 LTIP), he will become 100% vested as of the date of the Change of Control.

Under the CFO Performance Plan, “Change of Control” means the occurrence of any one of the following events on or after the grant date of the CFO Performance Plan and on or before the final Determination Date:

The CFO Performance Plan requires the Administrator to make any appropriate adjustments to the CFO Performance Plan and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events, including, but not limited to, appropriate adjustments to the number, class and price of shares under the CFO Performance Plan. See “Proposal No. 7—Implementation of the Reverse Stock Split—Effect on Equity Compensation Arrangements and Warrants” in this Proxy Statement for more information about the treatment of the CFO Performance Plan in the event the stockholders approve Proposal No. 7 at the Annual Meeting and the Board, in its discretion, subsequently decides to effect the Reverse Stock Split and Authorized Share Reduction.

No amendment or modification of any provision of the CFO Performance Plan that has a material adverse effect on Mr. Verkamp will be effective unless signed in writing by or on behalf of the Company and Mr. Verkamp. In addition, no amendment will be effective unless approved by the Company’s stockholders to the extent stockholder approval is necessary to satisfy the requirements of the Internal Revenue Code, any federal or state law or regulation, or any securities exchange listing requirements.

The CFO Performance Plan generally may not be terminated by the Company, the Board or the Company’s stockholders. In addition, neither Article XXVI of the Amended and Restated 2021 LTIP, which is incorporated into the CFO Performance Plan, nor any other article

Summary of the CFO Performance Plan (continued)

of the Amended and Restated 2021 LTIP that is incorporated into the CFO Performance Plan that permits the Board or the Compensation Committee to do any of the following will apply to the CFO Performance Plan: (i) suspend vesting and/or settlement of the CFO Performance Plan; (ii) specify any additional terms, conditions and limitations for the grant of the CFO Performance Plan; (iii) cancel the CFO Performance Plan or provide for conditions or circumstances under which the CFO Performance Plan will be forfeited other than those expressly stated in the CFO Performance Plan; (iv) apply performance goals or performance criteria other than those specified in the CFO Performance Plan or reduce the amounts payable under the CFO Performance Plan; (v) cancel any unpaid or deferred portion of the CFO Performance Plan or any portion thereof for any reason other than our Chief Financial Officer is not in compliance with the CFO Performance Plan as so determined and decided by an appropriate court of final jurisdiction; or (vi) settle the CFO Performance Plan other than in shares of Common Stock or cash.

The CFO Performance Plan is subject to recovery under any law, government regulation or stock exchange listing requirement or the Recoupment Policy and will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement. In addition, the Administrator may cancel any unexpired, unpaid, unexercised or deferred award at any time if our Chief Financial Officer is not in compliance with the CFO Performance Plan, including certain restrictive covenants. Furthermore, the Administrator may require our Chief Financial Officer to return to and/or reimburse the Company for an award and/or shares of Common Stock issued under the CFO Performance Plan, and any proceeds paid or provided upon disposition of shares of Common Stock issued under the CFO Performance Plan, pursuant to the terms of the Recoupment Policy. See “Corporate Governance—Executive Compensation Recoupment Policy” in this Proxy Statement for additional information about the Company’s compensation clawback policy.

Although the terms of the Amended and Restated 2021 LTIP incorporated into the CFO Performance Plan permit the Administrator to grant awards of stock options, restricted stock, restricted stock units, stock appreciation rights, other stock-based awards, performance awards or cash awards, the CFO Performance Plan is a one-time award in lieu of future annual equity compensation grants and does not constitute a promise of future grants. The CFO Performance Plan does not obligate the Company to issue any future grants to our Chief Financial Officer.

The terms of the Amended and Restated 2021 LTIP incorporated into the CFO Performance Plan require that any grant or award thereunder have a minimum restriction, vesting and/or performance period, as applicable, of no less than one year after the grant date; provided, that the Compensation Committee, in its sole discretion, would be permitted to designate up to 5% of the shares available for issuance under the CFO Performance Plan as not being subject to such requirement.

The CFO Performance Plan does not permit dividends or dividend equivalents to be paid or settled on unearned and unvested equity awards.

The U.S. federal income tax consequences to Wheels Up and our Chief Financial Officer with respect to the CFO Performance Plan are substantially identical to the consequences described under “Proposal No. 4—Amendment to Amended and Restated Wheels Up Experience Inc. 2021 Long-Term Incentive Plan—Summary of the Amended and Restated 2021 LTIP—U.S. Federal Income Tax Consequences of Awards” under the subheadings “Restricted Stock Units” and “Section 409A”, which are incorporated by reference herein. The summary incorporated by reference herein does not purport to be legal or tax advice. The U.S. federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon their individual circumstances. Tax consequences for any particular individual may be different. If both the performance- and service-based vesting conditions under the CFO Performance Plan are satisfied prior to forfeiture, if at all, any issuance of shares of Common Stock or cash payment under such award may result in excise taxes pursuant to Sections 280G or 4999 of the Internal Revenue Code being owed by Mr. Verkamp as a result of such issuance or payment. The Company is not liable for the payment of any excise taxes pursuant to Sections 280G or 4999 of the Internal Revenue Code (including any “gross-up”) that may be incurred by our Chief Financial Officer upon vesting of the CFO Performance Plan, if at all.

Summary of the CFO Performance Plan (continued)

As of the Record Date, only our Chief Financial Officer had an outstanding equity award under the CFO Performance Plan. We are requesting that the Company’s stockholders approve the CFO Performance Plan as a standalone employee benefit plan, and authorize the Company to issue up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all. The CFO Performance Plan was granted on March 31, 2025. As reflected in the table below, no shares of Common Stock vested or were issuable thereunder as of December 31, 2024.

On March 26, 2025, the Board unanimously approved, subject to stockholder approval, and recommends to our stockholders that they approve at the Annual Meeting, an amendment to the Amended and Restated Certificate of Incorporation, to be filed at the discretion of the Board at any time prior to the 2026 Annual Meeting Date, providing for the Reverse Stock Split and, contemporaneously with the Reverse Stock Split, the Authorized Share Reduction. If approved by our stockholders at the Annual Meeting and the Board, in its discretion, subsequently decides to effect the Reverse Stock Split and Authorized Share Reduction, the Company would effect the Reverse Stock Split and the Authorized Share Reduction by causing the filing of a certificate of amendment to the Amended and Restated Certificate of Incorporation (the “Reverse Stock Split Amendment”), substantially in the form attached as Appendix D to this Proxy Statement, with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”).

As described below, the Board, in its discretion, also may determine not to effect the Reverse Stock Split and the Authorized Share Reduction. The Company will not effect the Reverse Stock Split without also effecting the Authorized Share Reduction, and vice versa. If the Board, in its discretion, determines not to effect the Reverse Stock Split and Authorized Share Reduction prior to the 2026 Annual Meeting Date, the Reverse Stock Split Amendment will be abandoned. If our stockholders approve the Reverse Stock Split Amendment at the Annual Meeting, no further action on the part of stockholders will be required for the Board, in its discretion, to either implement or abandon the Reverse Stock Split or the Authorized Share Reduction.

The Reverse Stock Split Amendment, if approved by our stockholders at the Annual Meeting and thereafter effected by the Board in its discretion, will effect a Reverse Stock Split of the issued and outstanding shares of Common Stock at a reverse stock split ratio of not less than 1-for-5 and not greater than 1-for-20 (the “Ratio Range”), with an exact ratio within that range as may be determined by the Board, in its discretion, at a later date (such ratio approved by the Board, the “Reverse Stock Split Ratio”). If the Reverse Stock Split is effected, we would contemporaneously effect the Authorized Share Reduction, such that the 1.5 billion authorized shares of Common Stock currently authorized under the Amended and Restated Certificate of Incorporation would be reduced proportionately pursuant to the Reverse Stock Split Ratio. See “—Implementation of the Reverse Stock Split—Effect on Common Stock” below for a table and more illustrative examples of the number of shares of Common Stock that would be authorized, issued and outstanding, and authorized for future issuance depending on the Reverse Stock Split Ratio. Even if this Proposal No. 7 is approved by our stockholders at the Annual Meeting, the Board, in its discretion, reserves the right not to effect the Reverse Stock Split and Authorized Share Reduction.

The purpose of the Reverse Stock Split is to increase the trading price per share of our Common Stock, as fewer shares will be outstanding upon effectiveness. The Board believes that the increased trading price per share of our Common Stock expected as a result of implementing the Reverse Stock Split may improve the marketability and liquidity of our Common Stock, as well as the marketability of any securities that are convertible into shares of Common Stock. It is also anticipated that an increase in the trading price per share of our Common Stock will encourage institutional and retail interest and trading in our Common Stock and possibly increase the number of investment analysts that provide research reports on the Company and our Common Stock.

In addition, the Board recognizes that brokerage commissions, as a percentage of total transaction value, tend to be relatively higher for lower-priced stocks. As a result, certain stockholders and investors may also be dissuaded from purchasing lower-priced stocks due to anticipated transaction costs. It is possible that an increase in the trading price per share of our Common Stock anticipated after the Reverse Stock Split may reduce this concern among stockholders and investors, which may result in an increase in the marketability and liquidity of our Common Stock.

Delaware law does not require a reduction in the total number of authorized shares of Common Stock contemporaneously with the implementation of the Reverse Stock Split. However, if this Proposal No. 7 is approved by our stockholders at the Annual Meeting and the Board, in its discretion, subsequently decides to effect the Reverse Stock Split, the authorized number of shares of Common Stock also would be reduced proportionately pursuant to the Reverse Stock Split Ratio. The Board believes that after the Authorized Share Reduction, the number of shares of Common Stock available for future issuance will be sufficient for current anticipated future needs.

PROPOSAL NO. 7—REVERSE STOCK SPLIT AND AUTHORIZED SHARE REDUCTION (continued)

If approved by our stockholders at the Annual Meeting and the Board, in its discretion, subsequently decides to effect the Reverse Stock Split, in its discretion, the Reverse Stock Split Ratio will be a ratio of not less than 1-for-5 and not greater than 1-for-20, with the exact Reverse Stock Split Ratio within such Ratio Range as may be determined by the Board at a later date. The Board believes that stockholder approval of the Ratio Range versus a single ratio or a set of fixed ratios, provides flexibility to achieve the purposes of a Reverse Stock Split in light of the factors and information available to the Board at the time the Reverse Stock Split is effected. If approved by our stockholders at the Annual Meeting, the Board, in its discretion, may determine the exact Reverse Stock Split Ratio by considering, among other things, factors such as:

If the Reverse Stock Split Amendment is approved by stockholders at the Annual Meeting, there will be no impact on stockholders until the Board, in its discretion, decides to implement the Reverse Stock Split, if at all. The Reverse Stock Split, once implemented, would uniformly affect all holders of Common Stock and other securities exercisable or exchangeable for, or convertible into, Common Stock, including the Warrants, and would not affect any such holder’s percentage ownership interest or proportionate voting power, except for the elimination of fractional shares of Common Stock as described under “—Implementation of the Reverse Stock Split—Fractional Shares” below.

If approved by our stockholders at the Annual Meeting and the Board, in its discretion, subsequently decides to effect the Reverse Stock Split, the principal effects of the Reverse Stock Split Amendment would be that:

If approved by our stockholders at the Annual Meeting and the Board, in its discretion, subsequently decides to effect the Reverse Stock Split, the principal effects of the Reverse Stock Split Amendment on the holders of the Warrants and other securities granted or issued and outstanding under the WUP Management Incentive Plan (as defined herein), WUP Option Plan (as defined herein), Amended and Restated 2021 LTIP (including the LTIP Amendment, if approved by stockholders at the Annual Meeting as described in Proposal No. 4 herein) and the Executive Performance Plans (if approved by our stockholders or if approved by our stockholders at the Annual Meeting as described in Proposal No. 5 and 6 herein) would be that:

The Reverse Stock Split Amendment would not result in an adjustment to the par value of our Common Stock, which would remain at $0.0001 per share. As a result, the stated capital on our balance sheet attributable to Common Stock, which consists of the par value per share of Common Stock multiplied by the aggregate number of shares of Common Stock issued and outstanding as of the date of such balance sheet, would be reduced in proportion to the Reverse Stock Split Ratio selected by the Board, in its discretion, upon implementation, subject to minor adjustments in respect of the treatment of fractional shares. Our additional paid-in capital account, which consists of the difference between our stated capital and the aggregate amount paid to us upon issuance of all currently outstanding shares of Common Stock, would be credited with the corresponding amount by which the stated capital is reduced. Our total stockholders’ equity, in the aggregate, would remain unchanged as a result of the Reverse Stock Split and Authorized Share Reduction. The shares of our Common Stock held in treasury (reflected as issued but not outstanding in the table above) would also be reduced proportionally based on Reverse Stock Split Ratio. After the implementation of the Reverse Stock Split, our Net income (loss) per share and the net book value per share of Common Stock would increase, as compared to the per share amounts absent the Reverse Stock Split, because there would be fewer shares of Common Stock outstanding. All historic and per share amounts in our financial statements and related footnotes, for periods after the Reverse Stock Split and, on a pro forma basis, for periods prior to the Reverse Stock Split, in future SEC filings would be revised to reflect the Reverse Stock Split.

If our stockholders approve the Reverse Stock Split Amendment at the Annual Meeting and the Board, in its discretion, subsequently decides to effect the Reverse Stock Split, we do not plan to issue fractional shares in connection with the Reverse Stock Split. Stockholders who would otherwise hold fractional shares because the number of shares of Common Stock they hold before the Reverse Stock Split is not evenly divisible by the Reverse Stock Split Ratio would be entitled to receive cash (without interest, and subject to any required tax withholding applicable to a holder) in lieu of such fractional shares. The Board, in its discretion, may determine the cash amount payable in respect of such fractional shares would be equal to either:

Regardless of the fractional shares option adopted by the Board, if at all, stockholders would not be entitled to receive interest for the period of time between the Effective Time (as defined below) and the date payment is received. If the Board, in its discretion, determines to do so, the Transfer Agent would aggregate such fractional shares into whole shares and sell the whole shares in the open market at prevailing trading prices. The Transfer Agent would then distribute the cash proceeds of the sale pro rata to the stockholders otherwise entitled to receive a fractional share. The Transfer Agent would, in its discretion and without any influence by the Company, determine when, how, through which broker-dealers and at what price to sell any aggregated fractional shares.

The Board considered all of the following factors and determined that seeking stockholder approval for the Reverse Stock Split Amendment is in the best interests of the Company and its stockholders. As noted below, even if stockholders approve the Reverse Stock Split Amendment, the Board, in its discretion, reserves the right to choose the timing of implementation of any Reverse Stock Split Amendment prior to the 2026 Annual Meeting Date or not to effect the Reverse Stock Split Amendment at all if the Board, in its discretion, does not deem it to be in the best interests of the Company or its stockholders at the time.

Stockholders should recognize that, if the Reverse Stock Split is effected, they would own fewer shares of Common Stock than they currently own. Except for minor adjustments that may result from the treatment of fractional shares as described above, the Reverse Stock Split would not have any substantial dilutive effect on our stockholders since each stockholder would hold the same percentage of Common Stock outstanding immediately following the Reverse Stock Split as such stockholder held immediately prior to the Reverse Stock Split, subject to the treatment of fractional shares as described herein.

While we expect that the Reverse Stock Split would result in an increase in the trading price per share of our Common Stock, the Reverse Stock Split may not increase the trading price per share of Common Stock in proportion to the reduction in the number of shares of our Common Stock issued and outstanding. The history of reverse stock splits for us and other companies is varied,

PROPOSAL NO. 7—REVERSE STOCK SPLIT AND AUTHORIZED SHARE REDUCTION (continued)

particularly since some stockholders and investors may view a reverse stock split negatively. The Company can provide no assurance that the Reverse Stock Split will result in a permanent increase in the trading price per share of Common Stock, which depends on many factors. Although we believe the Reverse Stock Split may enhance the marketability of our Common Stock to certain potential investors, we cannot assure you that, if implemented, our Common Stock will be more attractive to investors.

If a Reverse Stock Split is effected and the trading price per share of Common Stock declines, the decline as an absolute number and as a percentage of our overall market capitalization or freely tradeable public float may be greater than would occur in the absence of a Reverse Stock Split. The liquidity of our Common Stock may be negatively impacted by the Reverse Stock Split, given the reduced number of shares of Common Stock that would be outstanding after the Reverse Stock Split, particularly if the trading price per share of Common Stock does not increase as a result of the Reverse Stock Split. The risk may be increased by the relatively low trading volume of our Common Stock and relatively small public float. In addition, the Reverse Stock Split will likely increase the number of stockholders who own odd lots (less than 100 shares). Stockholders who hold odd lots typically experience an increase in the cost of selling their shares, as well as possible greater difficulty in effecting such sales. Accordingly, a Reverse Stock Split may not achieve all of the desired results described in this Proposal No. 7.

The NYSE listing rules limit the conditions under which a listed company can use a reverse stock split to meet the NYSE’s minimum price criteria, such that if a listed company has undertaken a reverse stock split within the past year or has performed one or more reverse stock splits over the past two years with a cumulative ratio of 200 shares or more to one, then the listed company will not be eligible for any compliance period. In such case, the NYSE will immediately begin suspension and delisting procedures. If the Reverse Stock Split is implemented, this listing rule could make it more difficult for us to maintain our listing with the NYSE or could have the effect of causing the Board to choose a higher split ratio in the event our stock price falls below the NYSE minimum price in the future.

Assuming that stockholder approval of the Reverse Stock Split Amendment is obtained at the Annual Meeting, the Board retains the discretion to effect, or not to effect, the Reverse Stock Split and the Authorized Share Reduction at any time prior to the 2026 Annual Meeting Date. The Company will not effect the Reverse Stock Split without also effecting the Authorized Share Reduction, and vice versa. The Reverse Stock Split and Authorized Share Reduction would be implemented by filing the Reverse Stock Split Amendment with the Delaware Secretary of State, which would be effective immediately upon filing or at such time as the Company may specify at the time of filing (the “Effective Time”).

If the Board, in its discretion, decides not to effect the Reverse Stock Split and Authorized Share Reduction prior to the 2026 Annual Meeting Date, the Reverse Stock Split Amendment will be abandoned and may not be effected without further stockholder approval. If our stockholders approve the Reverse Stock Split Amendment at the Annual Meeting, no further action on the part of stockholders will be required for the Board, in its discretion, to either implement or abandon the Reverse Stock Split or the Authorized Share Reduction within the parameters set forth in this Proposal No. 7. By voting in favor of the approval of the Reverse Stock Split Amendment, each stockholder is expressly authorizing the Board, in its discretion, to decide not to proceed with, and to abandon, the Reverse Stock Split Amendment if it should so decide.

After the Effective Time, Wheels Up would continue to be subject to periodic reporting and other requirements under the Exchange Act, our Common Stock would continue to be listed on the NYSE under the symbol “UP” and subject to the NYSE listing rules.

After the Effective Time, the post-Reverse Stock Split shares of Common Stock would have a new CUSIP number, which is a number used to identify the Company’s equity securities. Stock certificates issued before the Reverse Stock Split will reflect the older CUSIP number and should be returned to the Transfer Agent by following the procedures described below under “—Implementation of the Reverse Stock Split—Effect on Holders of Certificated Shares of Common Stock.”

After the Effective Time, shares of Common Stock held by stockholders and Warrants held by warrant holders, in each case that hold their shares through a broker or other nominee, will be treated in the same manner as shares held by registered stockholders or warrant holders that hold their shares or Warrants in their names. Brokers and other nominees that hold shares of Common Stock or Warrants will be instructed to effect the Reverse Stock Split for the beneficial owners of such shares of Common Stock or Warrants, as applicable.

PROPOSAL NO. 7—REVERSE STOCK SPLIT AND AUTHORIZED SHARE REDUCTION (continued)

However, those brokers or other nominees may implement different procedures than those to be followed by registered stockholders and registered warrant holders for processing the Reverse Stock Split, particularly with respect to the treatment of fractional shares. Stockholders and warrant holders whose shares of Common Stock or Warrants, as applicable, are held in the name of a broker or other nominee are encouraged to contact their broker or other nominee with any questions regarding the procedure of implementing the Reverse Stock Split with respect to their shares of Common Stock and Warrants.

Registered holders of shares of Common Stock may hold some or all of their shares of Common Stock electronically in book-entry form under the direct registration system for the securities. Those stockholders will not have stock certificates or warrants evidencing their ownership of shares of Common Stock, but generally have a statement reflecting the number of shares of Common Stock registered in their accounts.

Stockholders that hold registered shares of Common Stock in book-entry form do not need to take any action to receive post-Reverse Stock Split shares of Common Stock. Any such stockholder that is entitled to post-Reverse Stock Split shares of Common Stock will automatically receive, at the stockholder’s address of record, a transaction statement indicating the number of post-Reverse Stock Split shares of Common Stock held following the implementation of the Reverse Stock Split.

If any stockholder’s shares of Common Stock are certificated, that stockholder will receive a transmittal letter from the Transfer Agent as soon as practicable after the Effective Time of the Reverse Stock Split. The transmittal letter will be accompanied by instructions specifying how the stockholder may exchange their certificated shares representing the pre-Reverse Stock Split shares of Common Stock for a statement of holding. When that stockholder submits their certificates representing the pre-Reverse Stock Split shares of Common Stock, the post-Reverse Stock Split shares of Common Stock will be held electronically in book-entry form. This means that, instead of receiving a new stock certificate, that stockholder will receive a statement of holding that indicates the number of post-Reverse Stock Split shares of Common Stock held in book-entry form.

We no longer issue physical stock certificates. If a stockholder is entitled to a payment in lieu of any fractional share interest, the payment will be made as described above under “—Implementation of the Reverse Stock Split—Fractional Shares.” Beginning at the Effective Time, each certificate representing pre-Reverse Stock Split shares will be deemed to evidence ownership of post-Reverse Stock Split shares. Stockholders will need to exchange their old certificates in order to effect transfers of shares. If an old certificate bears a restrictive legend, the registered shares in book-entry form will bear the same restrictive legend. We may seek a waiver from the SEC permitting us to automate the conversion of physical certificates to a statement of holding in book-entry form for stockholders with certificates representing shares below a specified amount. Such a waiver would alleviate the need for certain stockholders to submit their stock certificates with the transmittal letter. If such a waiver is granted, we will provide notice of the waiver to stockholders.

Stockholders should not destroy any stock certificates and should not submit any stock certificates until requested to do so.

As of the Record Date, no shares of the Company’s preferred stock were outstanding. The Reverse Stock Split and Authorized Share Reduction would not change the number of authorized shares of preferred stock under the Amended and Restated Certificate of Incorporation. Likewise, the Reverse Stock Split Amendment would not impact the ability of the Company to issue preferred stock in the future, but may impact the number of shares of Common Stock into which any such shares of preferred stock may be convertible into, if at all.

Neither the Reverse Stock Split nor the Authorized Share Reduction is intended to be a first step in a series of steps leading to a “going private transaction” pursuant to Rule 13e-3 under the Exchange Act. The Company and the Board believe that implementing the Reverse Stock Split and Authorized Share Reduction would not be reasonably likely to result in, and would not have a purpose to, produce a “going private” effect.

PROPOSAL NO. 7—REVERSE STOCK SPLIT AND AUTHORIZED SHARE REDUCTION (continued)

The Company has not historically paid dividends to stockholders. Although the Board reserves the right to change the Company’s dividend policy in the future, subject to the approval of each of Delta and CK Wheels under certain circumstances pursuant to Section 6.07(a)(viii) of the Investor Rights Agreement, the Board does not currently anticipate that the Reverse Stock Split, if implemented by the Board, in its discretion, will result in a change to the Company’s dividend policy.

Under Delaware law and the Amended and Restated Certificate of Incorporation, holders of Common Stock will not be entitled to dissenter’s rights or appraisal rights with respect to the Reverse Stock Split Amendment.

Certain of our directors, executive officers and holders of 5% or more of our outstanding shares of Common Stock have an interest in this Proposal No. 7 as a result of their ownership of shares of Common Stock and/or other securities that are convertible into shares of Common Stock. However, we do not believe that directors, executive officers and holders of 5% or more of our outstanding shares of Common Stock have interests in this Proposal No. 7 that are different than or greater than those of any of our other stockholders.

The following is a summary of material U.S. federal income tax consequences of the Reverse Stock Split to holders of Common Stock and Warrants. This summary is based on the provisions of the Code, U.S. Treasury regulations, administrative rulings and judicial decisions, all as in effect on the date hereof, and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change or differing interpretation could affect the tax consequences described below.

We have not sought and will not seek an opinion of counsel or ruling from the Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.

This summary is limited to holders of Common Stock and Warrants that are U.S. holders, as defined below, and that hold Common Stock and Warrants as a capital asset (generally, property held for investment).

This summary is for general information only and does not address all U.S. federal income tax considerations that may be applicable to a holder’s particular circumstances or to holders that may be subject to special tax rules, such as, for example, brokers and dealers in securities, currencies or commodities, banks and financial institutions, regulated investment companies, real estate investment trusts, expatriates, tax-exempt entities, governmental organizations, traders in securities that elect to use a mark-to-market method of accounting for their securities, certain former citizens or long-term residents of the United States, insurance companies, persons holding shares of Common Stock or Warrants as part of a hedging, integrated, or conversion transaction or a straddle or persons deemed to sell shares of Common Stock or Warrants under the constructive sale provisions of the Code, persons that hold more than 5% of Common Stock, persons that hold Common Stock or Warrants in an individual retirement account, 401(k) plan or similar tax-favored account, or partnerships or other pass-through entities for U.S. federal income tax purposes and investors in such entities. This summary does not address any U.S. federal tax consequences other than U.S. federal income tax consequences (such as estate or gift tax consequences), the Medicare tax on net investment income, the alternative minimum tax or any U.S. state, local or foreign tax consequences.

For purposes of this summary, a “U.S. holder” means a beneficial owner of Common Stock or Warrants that is, for U.S. federal income tax purposes:

If an entity (or arrangement) classified as a partnership for U.S. federal income tax purposes holds shares of Common Stock or Warrants, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If a holder of Common Stock or Warrants is a partner of a partnership holding shares of Common Stock or Warrants, as applicable, such holder should consult his or her own tax advisor.

This summary of certain U.S. federal income tax consequences is for general information only and is not tax advice. Holders of Common Stock and Warrants are urged to consult their own tax advisor with respect to the application of United States federal income tax laws to their particular situation as well as any tax considerations arising under other United States federal tax laws (such as the estate or gift tax laws) or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.

The Reverse Stock Split is intended to be treated as a recapitalization for U.S. federal income tax purposes. Assuming the Reverse Stock Split qualifies as a recapitalization, except as described below with respect to cash received in lieu of a fractional share, a U.S. holder will not recognize any gain or loss for U.S. federal income tax purposes upon the Reverse Stock Split. In the aggregate, a U.S. holder’s tax basis in our Common Stock received pursuant to the Reverse Stock Split (excluding the portion of the tax basis that is allocable to any fractional share) will equal the U.S. holder’s tax basis in its Common Stock surrendered in the Reverse Stock Split in exchange therefor, and the holding period of the U.S. holder’s Common Stock received pursuant to the Reverse Stock Split will include the holding period of our Common Stock surrendered in the Reverse Stock Split in exchange therefor.

In general, a U.S. holder who receives a cash payment in lieu of a fractional share will recognize capital gain or loss equal to the difference between the amount of cash received in lieu of the fractional share and the portion of the U.S. holder’s tax basis of our Common Stock surrendered in the Reverse Stock Split that is allocable to the fractional share. Such gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period in its Common Stock surrendered in the Reverse Stock Split is more than one year as of the date of the Reverse Stock Split. The deductibility of net capital losses by individuals and corporations is subject to limitations.

U.S. holders that have acquired different blocks of Common Stock or Warrants at various times or at different prices are urged to consult their own tax advisors regarding the allocation of their aggregated adjusted basis among, and the holding period of, Common Stock or Warrants.

Information returns generally will be required to be filed with the IRS with respect to the payment of cash in lieu of a fractional share made pursuant to the Reverse Stock Split unless such U.S. holder is an exempt recipient and timely and properly establishes the exemption. In addition, payments of cash in lieu of a fractional share made pursuant to the Reverse Stock Split may, under certain circumstances, be subject to backup withholding, unless a U.S. holder timely provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with the applicable requirements of the backup withholding rules. Any amounts withheld under the backup withholding rules are not additional tax and may be refunded or credited against the U.S. holder’s U.S. federal income tax liability, provided that the U.S. holder timely furnishes the required information to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

A majority of votes cast by stockholders present or represented by proxy and entitled to vote thereon, voting together as a single class, at the Annual Meeting is required to approve this Proposal No. 7. Any abstentions or failing to vote by ballot at the Annual Meeting or proxy will have no effect on the voting outcome of Proposal No. 7. Since Proposal No. 7 is “routine,” no broker non-votes are expected to exist in connection with Proposal No. 7.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE REVERSE STOCK SPLIT AND AUTHORIZED SHARE REDUCTION.

We have structured our corporate governance in a manner we believe aligns with the interests of our stockholders. Notable features of our corporate governance structure and practices include:

A copy of our Corporate Governance Guidelines is available on our investor relations website at www.investors.wheelsup.com, under the heading “Governance Documents.” The information on or available through such website is not deemed incorporated in, and does not form a part of, this Proxy Statement. The website address is included as an inactive textual reference only.

The business and affairs of Wheels Up is managed under the direction of the Board. We have a classified board of directors, with four directors in each of Class I (Adam Zirkin, Dwight James, Daniel Janki and Thomas Klein), Class II (Timothy Armstrong, Andrew Davis, George Mattson and Gregory Summe) and Class III (Alain Bellemare, Adam Cantor, Zachary Lazar and Lee Moak).

The Board has determined that each of our current directors, other than George Mattson, our Chief Executive Officer, and Alain Bellemare, Dwight James and Daniel Janki, each of whom is a Delta employee and has been designated by Delta to serve on the Board pursuant to the Investor Rights Agreement, qualifies as an independent director under the listing rules of the NYSE. In addition, each of Jeffrey Nedelman and David Adelman qualified as an independent director under the listing rules of the NYSE prior to their resignations from the Board in March 2024 and August 2024, respectively. We are subject to the rules of the SEC and the NYSE relating to the memberships, qualifications and operations of the Audit Committee, Compensation Committee and Nominating and ESG Committee, as discussed below. There are no family relationships among any of our directors or executive officers.

The Board believes in the value of an independent Board of Directors. Currently, approximately 67% of the members of the Board are independent, including all members of the Audit Committee, Compensation Committee, and Nominating and ESG Committee. In addition, all members of the Safety and Security Committee are non-employee directors. The non-Company employee directors meet regularly in executive sessions chaired by Adam Zirkin, the current independent Chairperson of the Board, and conducted without the presence of our executive officers.

The Chairperson of the Board has broad authority and responsibility, as described further below. The Board believes that it should maintain flexibility to select the Chairperson of the Board and Board leadership structure from time to time. Our policies do not preclude the Chief Executive Officer or any other executive officer from also serving as Chairperson of the Board, but the Board believes that it is currently in the best interests of the Company and our stockholders that the roles of Chief Executive Officer and Chairperson of the Board be split. The Chairperson of the Board is elected annually by the Board and has the powers set forth in our By-Laws and other corporate governance policies, including, among others, the power to call meetings of the Company’s stockholders and to preside over such meetings.

CORPORATE GOVERNANCE (continued)

Our Corporate Governance Guidelines provide that directors are expected to attend meetings of the Board and the committees of which they are members, as well as the annual meeting of stockholders. In 2024, the Board met a total of 10 times, the Audit Committee met seven times, the Compensation Committee met four times, the Nominating and ESG Committee met four times, and the Safety and Security Committee met four times. All incumbent directors attended at least 75% of the aggregate number of meetings held by the Board and each of the committees on which such director served during their tenure on the Board in 2024. Eleven of the twelve directors that were then members of the Board attended the 2024 annual meeting of stockholders.

The standing committees of the Board consist of the Audit Committee, Compensation Committee, Nominating and ESG Committee, and Safety and Security Committee, each of which operate under a written charter. The Board may from time to time establish other committees, including special committees, to the extent the Board deems it necessary or advisable to address specific issues. Copies of Wheels Up’s committee charters are available on our investor relations website, www.wheelsup.com/investors, as required by applicable SEC and the NYSE rules. The information on or available through such website is not deemed incorporated in, and does not form a part of, this Proxy Statement. The website address is included as an inactive textual reference only.

We have structured our committees in accordance with applicable requirements under SEC and NYSE rules, their respective committee charters and our Corporate Governance Guidelines, as follows:

The primary responsibilities of the Audit Committee include to (i) assist the Board in overseeing and monitoring: (a) the quality and integrity of our consolidated financial statements; (b) our compliance with legal and regulatory requirements; (c) our independent registered public accounting firm’s qualifications and independence; (d) the performance of our internal audit function; (e) the appointment, retention, compensation and performance of our independent registered public accounting firm; and (f) our cybersecurity programs and risk management processes; and (ii) prepare the Audit Committee report required by the SEC included herein.

CORPORATE GOVERNANCE (continued)

CORPORATE GOVERNANCE (continued)

The primary responsibilities of the Safety and Security Committee include assisting the Board in discharging its responsibilities relating to: (i) overseeing and consulting with management on our customer, employee and aircraft operating safety and security; (ii) reviewing current and proposed safety and security-related programs, policies and compliance matters; (iii) reviewing matters with a material effect on our flight safety operations and security; and (iv) establishing and approving annual safety and security goals. We believe the Safety and Security Committee plays a significant role in providing supplemental support to management and our safety personnel with respect to operations.

Our executive officers regularly report to the Board and the Audit, Compensation, Nominating and ESG, and Safety and Security Committees to enhance the effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. The Board and its committees have the ultimate responsibility for oversight and management of the major risks inherent in our business, including strategic, regulatory, compliance, operational, financial, reputational and cybersecurity risks, and the efforts of management to address and mitigate such risks. Our management team actively assists the Board and its committees with the assessment and determination of appropriate strategies for identifying, addressing and mitigating enterprise-wide risks. We believe that our systems for identifying, evaluating and mitigating risk enhance the overall effectiveness of our operations and will provide additional stability for Wheels Up in the long-term.

The Board relies on each committee to oversee management of specific risks related to that committee’s primary functions. The Board has not established a separate risk committee or charged any specific committee with primary enterprise risk oversight responsibility, because the Board believes that Wheels Up’s most significant risks should be overseen by the full Board or, in certain cases, the appropriate standing committee. Each committee periodically reports to the Board on its risk assessments and risk management strategies to inform the Board’s overall oversight or enterprise risk management. We believe the division of risk management responsibilities described below is an effective approach for addressing the material risks that we face:

The information received by each committee and reported to the Board is important to allowing the Board and management to continuously review, evaluate and develop our business strategy and enterprise risk management programs to reflect the appropriate level of risk.

CORPORATE GOVERNANCE (continued)

While the Board oversees enterprise risk management, our management is primarily responsible for day-to-day identification and management of risk. Management, including our risk management director and operations personnel dedicated to flight and pilot safety, actively assesses our risk management practices when developing our business strategy. Wheels Up has established internal processes and internal controls to identify and manage risks, to enhance risk reporting to management and the Board, and to comply with certain regulatory requirements related to our operations. It should be noted that, because of inherent limitations, our disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the disclosure controls and procedures are met. In addition, our internal audit staff periodically provide reports to the Audit Committee and the other standing committees regarding certain aspects of our accounting, financial and other operational controls. We also maintain a strong internal compliance program related to our flight and maintenance operations, which promotes compliance with regulatory requirements and enhances the identification, evaluation and management of certain risks related to our operations, including safety.

The Board, the Audit Committee and management each actively assess Wheels Up’s cybersecurity and data privacy risk management practices with the goal of being proactive rather than reactive. The Company’s cybersecurity risk management practices are intended to assess, identify and manage risks from threats to the security of our information, systems, products and network. We have developed and implemented cybersecurity and data privacy processes and procedures that are informed by recognized cybersecurity frameworks and standards, including the National Institute of Standards and Technology (NIST) Cybersecurity Framework and International Organization for Standardization 27001 (ISO 27001) Framework. We believe our cybersecurity risk management practices are an important part of our enterprise risk management processes, and must be continuously updated and improved.

The Board and the Audit Committee regularly review the Company’s cybersecurity and data privacy risks, including our policies, controls and procedures for identifying, managing and mitigating such risks. Management is responsible for day-to-day monitoring of the prevention, detection, mitigation and remediation of cybersecurity incidents. Our Chief Information Security Officer (“CISO”), who reports to our Chief Digital Officer, has primary oversight of material risks from cybersecurity and data privacy matters. Our CISO supervises a team of cyber risk architects, engineers and managers who actively work to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means. We also have a U.S. Data Privacy Officer, who reports to our Chief Legal Officer, and a European Data Privacy Officer, who reports to our CISO, each of whom have primary oversight of material risks related to data privacy in their respective territories. The Audit Committee receives periodic reports from our CISO and other members of management to the extent their relevant areas are impacted, regarding cybersecurity and data privacy measures and procedures, the identification of security gaps and compliance with applicable cybersecurity and data privacy regulations. The Audit Committee then briefs the Board as needed at scheduled meetings about cybersecurity and data privacy developments. See Part I, Item 1C, “Cybersecurity” in our 2024 Form 10-K for more information about our risk management and strategy, and governance processes related to cybersecurity and data privacy matters.

Directors engage in a periodic self-evaluation process. The Board believes that the self-evaluation process provides valuable information about the Board’s efficiency and cogency, and helps identify areas for immediate and long-term improvement. Pursuant to its charter, the Nominating and ESG Committee has primary responsibility for designing, overseeing and evaluating the effectiveness of the annual Board and committee self-evaluation process. The Board and committee self-evaluation process includes in-depth director interviews conducted by the Company’s Chief Legal Officer, which cover questions about our governance practices and other matters within the purview of the Board, the results of which are shared with the Chairperson of the Nominating and ESG Committee and compiled into a summary report shared with directors. Each director meaningfully participated in our most recent self-evaluation process in the first quarter of 2025, and several new initiatives have been implemented as a result of the feedback received during the annual director evaluation process.

The Board and the Nominating and ESG Committee regularly assess the Board’s composition and individual qualifications. The Nominating and ESG Committee has developed a director skills matrix aimed at identifying strengths and attributes of directors and potential opportunities to supplement the Board’s composition and skillset in the future. The director skills matrix is updated periodically as determined by the Nominating and ESG Committee. Neither the Board nor the Nominating and ESG Committee currently have formal policies regarding the minimum qualifications a director nominee must possess, director tenure or mandatory retirement. However, the

CORPORATE GOVERNANCE (continued)

Nominating and ESG Committee assesses each individual director’s tenure and age, among other factors, when periodically reviewing the Board’s and each committee’s composition and considerations related to director succession planning, taking into account the director designation rights of the Investors under the Investor Rights Agreement. The Nominating and ESG Committee periodically identifies and reviews potential candidates to join the Board, including recommendations provided by members of the Board, the Company’s executive officers and stockholders, and other stakeholders. The Nominating and ESG Committee continues to develop and refine its processes for identifying and evaluating nominees for director.

We have a Code of Business Conduct and Ethics that applies to all of our directors, officers, employees and contractors, including our principal executive officer, principal financial officer and principal accounting officer or persons performing similar functions. The Code of Business Conduct and Ethics is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. Wheels Up also elects to disclose the information required by Item 5.05 of Form 8-K, “Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics,” through the Company’s investor relations website, and such information will remain available on such website for at least a 12-month period. The Code of Business Conduct and Ethics is available on our investor relations website, www.wheelsup.com/investors. The information on or available through such website is not deemed incorporated in, and does not form a part of, this Proxy Statement. The website address is included as an inactive textual reference only.

We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to ensure that we have policies and procedures in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines set forth the practices the Board follows with respect to Board and committee composition and selection, Board meetings, and director and executive succession planning. The Corporate Governance Guidelines include certain factors the Board will consider when nominating or appointing director candidates. A copy of our Corporate Governance Guidelines is available on our investor relations website, www.wheelsup.com/investors. The information on or available through such website is not deemed incorporated in, and does not form a part of, this Proxy Statement. The website address is included as an inactive textual reference only.

CORPORATE GOVERNANCE (continued)

Company’s securities. In addition, our Insider Trading Policy sets forth restrictions for regular and special trading blackout periods applicable to certain covered persons, as well as limited exceptions to such restrictions. Pursuant to our Insider Trading Policy, covered persons are prohibited from hedging or holding short positions in the Company’s securities. The Insider Trading Policy has been filed with the SEC as Exhibit 19.1 to the 2024 Form 10-K.

Our Insider Trading Policy includes guidelines for Rule 10b5-1 trading plans in accordance with applicable SEC rules. Our Rule 10b5-1 trading plan guidelines apply to our directors and executive officers and are intended to promote compliance with SEC rules, which require, among other things, that any trades under a new or modified Rule 10b5-1 trading plan adopted on or after February 16, 2023 not be commenced before expiration of a waiting period and that directors and executive officers not use multiple overlapping Rule 10b5-1 trading plans except in limited circumstances. Any existing Rule 10b5-1 trading plan adopted by a director or executive officer prior to February 16, 2023 will remain effective until modified or terminated. Our Rule 10b5-1 trading plan guidelines permit “sell-to-cover” transactions by directors and executive officers, subject to the limitations required under SEC rules.

Our Insider Trading Policy prohibits officers, directors, and certain of our employees from pledging our securities as collateral to secure loans, holding our securities in margin accounts, hedging or monetization transactions, trading in puts, calls or other derivative securities involving our securities, or engaging in short selling of our securities.

The Board believes that stockholders and interested parties should have an opportunity to communicate with the Board, and efforts have been made to ensure that the views of stockholders and interested parties are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders and interested parties in a timely manner. Stockholders and interested parties wishing to communicate with the Board or an individual director may send a written communication to the Board or such director to the attention of the Secretary of the Company at: 2135 American Way, Chamblee, Georgia 30341. The Secretary will review each communication. The Secretary will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or otherwise inappropriate, in which case the Secretary will not provide the communication to members of the Board.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS (continued)

of the Company and its subsidiaries, an intercreditor agreement and certain other ancillary agreements. See the heading “Term Loan and Revolving Credit Facility” under Note 8, Long-Term Debt in the Notes to Consolidated Financial Statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in our 2024 Form 10-K for more information about the Term Loan and Revolving Credit Facility.

As previously disclosed by the Company, in connection with the transactions contemplated by the Credit Agreement, the Company entered into the Investor Rights Agreement, pursuant to which the Company issued to the Lenders: (i) on September 20, 2023, 141,313,671 shares of Common Stock in the aggregate (the “Initial Shares”); and (ii) on November 15, 2023, an additional 529,926,270 shares of Common Stock in the aggregate (together with the Initial Shares, the “Investor Shares”). The Investor Shares were issued such that upon completion, each Lender, including the Investor Parties, were issued a pro rata portion of the Investor Shares equal to the proportion of its participation in the Term Loan.

In addition, the Investor Rights Agreement sets forth certain rights and obligations applicable to the Investor Parties and the Company, which include, among others:

In addition, pursuant to the Investor Rights Agreement and, in the case of Delta, a side letter, dated September 20, 2023, certain Investor Parties agreed to the Voting Limitations. See “Information about Wheels Up—Key Stockholder Agreements—Investor Rights Agreement” in this Proxy Statement for additional information about the Voting Limitations, including the number of shares that certain Investor Parties are entitled to vote at the Annual Meeting.

In September 2024, the Company entered into Amendment No. 2 to Investment and Investor Rights Agreement (the “Investor Rights Agreement Amendment”), with Investor Parties to amend and extend, among others, certain transfer restrictions set forth in the Investor Rights Agreement. Pursuant to the Investor Rights Agreement Amendment, Delta, CK Wheels and CIH agreed to extend the lock-up restriction with respect to all of their shares of Common Stock issued pursuant to the Investor Rights Agreement until September 20, 2025, and the Whitebox Entities and Kore Air LLC (collectively, the “Additional Investors”) agreed to extend the lock-up restriction with respect to 72.5% of their shares of Common Stock until September 20, 2025, in each case subject to limited exceptions for transfers to Permitted Transferees (as defined in the Investor Rights Agreement); provided, that any transfers or sales of shares of Common Stock held by the Additional Investors that are not subject to the extended lock-up restriction shall not be at a price less than the minimum price per share specified in the Investor Rights Agreement Amendment.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS (continued)

As previously disclosed by the Company, in connection with the entry into the Investor Rights Agreement, the Company entered into a Registration Rights Agreement, dated as of September 20, 2023 (including the joinders thereto, the “Investor Registration Rights Agreement”), to which each Investor Party is a party, pursuant to which, among others, the Company agreed to register for resale, pursuant to Rule 415 under the Securities Act the Investor Shares within 30 days after September 20, 2024. In September 2024, the holders that collectively beneficially own in excess of 66.67% of the Registrable Securities (as defined in the Investor Registration Rights Agreement) extended the deadline by which the Company must file an initial shelf registration statement to register the covered shares under the Securities Act to September 20, 2025. The Investor Registration Rights Agreement also contains certain customary demand and piggyback registration rights in favor of the Investor Parties, including the right to include all or a portion of the Investor Shares in certain subsequent underwritten offerings pursued by the Company. The Investor Registration Rights Agreement will terminate with respect to any party thereto, on the date that such party no longer holds any Registrable Securities (as defined in the Investor Registration Rights Agreement).

As previously disclosed by the Company, in connection with the initial closing in November 2024 of the financing transaction that provides for the issuance from time to time by Wheels Up Partners LLC (“WUP LLC”) of Series A-1 equipment notes (the “Revolving Equipment Notes”) in the aggregate principal amount up to $332.0 million (the “Revolving Equipment Notes Facility”), Delta agreed to provide credit support for the Revolving Equipment Notes Facility, which effectively guarantees WUP LLC’s payment obligations thereunder upon the occurrence and continuation of specified events of default, in exchange for an annual fee as a percentage of the aggregate principal amounts drawn under the Revolving Equipment Notes Facility that is payable-in-kind by the Company and accrues interest over the life of the Revolving Equipment Notes Facility (the “Credit Support Premium”). The Credit Support Premium constitutes a revolving loan payable to Delta under the Revolving Credit Facility. Amounts in respect of the Credit Support Premium accrue while the Revolving Equipment Notes are outstanding and include interest that is compounded and capitalized on the last day of each calendar quarter; however, any such accrued amounts do not reduce Delta’s $100.0 million commitment available to be borrowed by the Company from time to time under the Revolving Credit Facility. The Credit Support Premium will become due and payable in-full upon the earlier of repayment and extinguishment of the Revolving Equipment Note Facility and the termination of Delta’s obligation to provide credit support for the Revolving Equipment Notes Facility. See the heading “Credit Support” under Note 8, Long-Term Debt in the Notes to Consolidated Financial Statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in our 2024 Form 10-K for more information about the Credit Support Premium.

As previously disclosed by the Company, the Company entered into a Secured Promissory Note, dated August 8, 2023 (as amended, the “Delta Promissory Note”), with Delta, as payee, pursuant to which Delta provided $70.0 million aggregate principal amount of short-term funding to the Company at an interest rate of 10% per annum, which was payable in kind and capitalized to the outstanding principal amount of the Delta Promissory Note on a quarterly basis. On September 20, 2023, the Company repaid all amounts due and owing under the Delta Promissory Note in the amount of $70.5 million using a portion of the proceeds from the Term Loan and entered into a letter agreement, dated as of September 20, 2023 with Delta, which terminated the Delta Promissory Note and released all liens and guarantees thereunder in connection with such repayment. See the heading “Delta Promissory Note” under Note 8, Long-Term Debt in the Notes to Consolidated Financial Statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in our 2024 Form 10-K for more information about the Delta Promissory Note.

As previously disclosed by the Company, in connection with the closing of the acquisition of Delta Private Jets LLC (“DPJ,” which after acquisition by WUP became Wheels Up Private Jets LLC or “WUPJ”), from Delta in January 2020, WUP entered into a series of agreements constituting WUP’s strategic partnership relationship with Delta. The Company’s strategic partnership relationship with Delta is set forth in the following agreements: (i) the Amended and Restated Commercial Cooperation Agreement, dated June 15, 2024 (the “CCA”); (ii) the Program Participation Agreement (as amended, the “PPA”); (iii) the Corporate Agreement (as amended, the “Corporate Agreement”); and (iv) the Corporate Customer Discount Program (the “Corporate Program”). See the heading “Business—Competition & Strategic Outlook—Our Offerings and Services” in Part I, Item 1 “Business” of our 2024 Form 10-K for a description of the benefits provided to our members and customers through such relationship.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS (continued)

On June 15, 2024, WUP and WUP LLC entered into the CCA with Delta. The CCA, which was approved by the disinterested members of the Board and Audit Committee, replaced the original Commercial Cooperation Agreement, dated as of January 17, 2020 (as amended prior to June 15, 2024, the “Original CCA”), by and among WUP, WUP LLC and Delta, which was originally entered into in connection with the closing of Wheels Up’s acquisition of DPJ in January 2020. The CCA marks a continued commitment by Wheels Up and Delta to further their long-term commercial endeavors and provides for, among other things: (i) the terms on which certain of the Company’s members can continue to purchase discounted premium commercial air travel with Delta, including by the use of eligible prepaid blocks; (ii) an amendment to a related agreement that governs the terms on which certain of the Company’s members and customers may receive enhanced benefits under the Delta SkyMiles® and Delta Medallion® programs; and (iii) certain other in-kind benefits among the parties in furtherance of their joint sales efforts and related to the facilitation of their respective businesses. The CCA replaced the run-rate benefit requirements under the Original CCA with the foregoing benefits and programs. The CCA has an initial term that ends on September 20, 2029 and will renew for two successive three-year periods after such initial term, unless any party to the agreement delivers a notice of its intention not to renew no later than one year prior to the expiration of the then current term. The CCA may be terminated immediately by Delta upon, among other circumstances, a Change of Control (as defined in the CCA) of the Company, or the occurrence of certain other operational, regulatory or safety events or occurrences on the part of the Company and its affiliates. We incurred expenses of $1.2 million and $1.9 million for the years ended December 31, 2024 and 2023, respectively, from transactions related to the CCA with Delta.

Under the PPA, Wheels Up purchases miles in the SkyMiles® program from Delta to offer to our customers as incentives, and Delta offers its SkyMiles® program members the opportunity to redeem miles for our memberships and our other products and services, which are paid for by Delta. Delta also provides complimentary Medallion status in its SkyMiles® program or, in certain cases, points in Delta’s SkyBonus® program, to our members that spend a certain minimum amount on our products and services during a given calendar year. We offer Delta SkyMiles 360™ and certain other elite status SkyMiles® program members certain free and discounted Wheels Up memberships. We also have the ability to purchase a limited number of Diamond Medallion status in Delta’s SkyMiles® program and additional SkyMiles® to provide to our members and customers as incentives. During the term of the PPA and in certain cases for six months thereafter, we are not permitted to enter into a marketing or enhanced benefits agreement or relationship with certain other commercial air carriers and Delta is not permitted to enter into a marketing or enhanced benefits agreement or relationship with any other U.S. private jet charter provider operating aircraft using 19 or fewer seats. The PPA will terminate upon the termination or expiration of the CCA.

Pursuant to the Corporate Agreement, Delta provides us with a corporate incentive program under which we may purchase tickets at a discounted rate for certain flights operated by Delta and its codeshare partners for use by our pilots and employees who are traveling for Wheels Up business. We are required to provide Delta with corporate travel data that Delta may use to determine the terms of the discounts and to perform its obligations under the Corporate Agreement. Delta is permitted to modify the discounted rates on an annual basis by providing us with notice. If we reject any such modifications, we can terminate the Corporate Agreement. The Corporate Agreement will automatically terminate upon the termination or expiration of the CCA.

In connection with the closing of the acquisition of DPJ in 2020, we also entered into an Executive Benefits Letter Agreement (the “Original Benefits Letter”) and a Transition Services Agreement (as amended, the “TSA”). Under the Original Benefits Letter, certain persons affiliated with Delta were entitled to purchase flights from us at the incremental cost of the flight. In addition, Delta provided certain Wheels Up executives and employees with Delta SkyMiles 360™ and SkyMiles Medallion® benefits. Under the TSA, Delta provided WUPJ with certain services that were previously provided by Delta when it owned WUPJ on a transitional basis for a limited period following the acquisition of DPJ by WUP. These services included the provision of certain no cost business travel to WUPJ leadership and pilots based on the number of segments flown for such purposes, and continuation of leisure travel flight privileges to legacy DPJ employees.

The Original Benefits Letter and TSA terminated in 2024 and were replaced by the Employee Travel Privileges Agreement (the “Employee Travel Agreement”), Wheels Up Experience Inc. Board Member and Executive Benefits Program letter agreement (the “Wheels Up Benefits Letter”), and the Delta Air Lines, Inc. Board Member and Executive Benefits Program letter agreement (the “Delta Benefits Letter” and, collectively with the Employee Travel Agreement and Wheels Up Benefits Letter, the “Benefits Agreements”). Pursuant to the: (i) Employee Travel Agreement, Delta provides eligible Wheels Up employees with certain travel privileges for Wheels Up business

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS (continued)

trips and specified levels of leisure travel privileges to select executive and non-executive employees; (ii) Wheels Up Benefits Letter, Wheels Up directors and certain executive and non-executive employees are entitled to receive certain Delta SkyMiles 360™ and SkyMiles Medallion® benefits on an annual basis; and (iii) Delta Benefits Letter, Delta directors, former directors and certain executive level employees are entitled to purchase discounted Wheels Up memberships and flight services upon entering into a Member Agreement and/or Flight Services Agreement with Wheels Up, in each case subject to certain terms and conditions. The parties are generally required to periodically review the levels of benefits and privileges under the Benefits Agreements to determine if adjustments are proper. The Employee Travel Agreement may be terminated by either party with 30 days’ prior written notice. The Wheels Up Benefits Letter and Delta Benefits Letter will terminate upon the effective date of termination of the CCA.

In May 2023, the Company entered into the Corporate Customer Discount Program letter agreement with Delta under the CCA. Under the Corporate Program, we provide specified charter discounts to eligible Delta customers. Upon commencement of the Corporate Program, Delta provided an initial deposit of $5.0 million, which may be expanded up to $20.0 million in the aggregate depending on the level of flight activity through the program and/or Delta’s purchases of products or services for its own account. The Corporate Program will terminate on the later of (i) the termination of the CCA and (ii) May 25, 2025, at which time the Company will refund amounts on deposit, if any, to Delta.

WUPJ was formerly party to two sublease agreements with Delta relating to the property at 87 Comair Boulevard and 82 Comair Boulevard at Cincinnati/Northern Kentucky International Airport, both of which were terminated effective March 31, 2023 and December 12, 2024, respectively. Under the subleases, WUPJ paid Delta monthly rental fees, monthly utilities fees and certain other fees.

On February 1, 2021, we entered into an Investor Rights Letter with Delta (the “Delta Rights Letter”), pursuant to which WUP provided Delta with certain governance rights relating to Wheels Up following the consummation of the Business Combination. The Delta Rights Letter became effective upon the closing of the Business Combination and was terminated on September 20, 2023 upon the Company and Delta entering into the Investor Rights Agreement. Pursuant to the Delta Rights Letter, subject to certain conditions, Delta was entitled to designate two members of the Board beginning at the closing of the Business Combination, with one individual to serve as a Class I director and the other to serve as a Class III director. Directors designated by Delta pursuant to the Delta Rights Letter did not receive any compensation for their service as directors. The Delta Rights Letter specified certain Common Stock ownership thresholds that had to be maintained in order to continue to have the right to nominate (or appoint, if applicable) one or more directors to the Board. In addition, the Delta Rights Letter included certain rights in favor of Delta related to, among others, any issuance of equity or equity-linked securities by the Company to certain domestic commercial air carriers and, subject to meeting a specified Common Stock ownership threshold, consultation with Delta in hiring or terminating the employment of certain senior employees with responsibility for flight operations, safety, maintenance and quality control.

We have entered into an agreement with Certares and Knighthead, which are co-investment advisors to CK Wheels, pursuant to which we offer discounted flight services to a limited number of executives of each of Certares and Knighthead or their respective affiliates. Such discounts are reflected in each party’s Member Services Agreement, the non-pricing terms of which are substantially similar to those offered to other business customers that purchase a similar Custom Enterprise Solution funds. Such flight services are offered at a price that is not less than the direct operating cost to us.

Certain of our directors and executive officers that served during 2024 or 2023 or their respective affiliates were parties to the De-SPAC Registration Rights Agreement (as defined below) or held WUP profits interests or restricted interests or are entitled to Earnout Shares, if issued, as described below.

In connection with the consummation of the Business Combination and as contemplated by the related Agreement and Plan of Merger, by and among, inter alia, WUP and Aspirational, dated as of February 1, 2021 (as amended on May 6, 2021, the “Merger Agreement”), we, Aspirational Consumer Lifestyle Sponsor LLC (the “Sponsor”), certain WUP equityholders, Aspirational’s independent directors and

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS (continued)

the other parties thereto entered into an Amended and Restated Registration Rights Agreement (the “De-SPAC Registration Rights Agreement”), pursuant to which we agreed to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Common Stock and other equity securities of Wheels Up that are held by the parties thereto from time to time, subject to the restrictions on transfer therein. The De-SPAC Registration Rights Agreement amended and restated the registration rights agreement that was entered into by Aspirational, the Sponsor and the other parties thereto in connection with Aspirational’ s initial public offering. The De-SPAC Registration Rights Agreement will terminate on the earlier of (i) the tenth anniversary of the date of the Registration Rights Agreement or (ii) with respect to any party thereto (other than Wheels Up), on the date that such party no longer holds any Registrable Securities (as defined therein).

Concurrently with the completion of the Business Combination, WUP entered into the Seventh Amended and Restated Limited Liability Company Agreement of WUP (as amended from time to time, the “A&R LLCA”). We refer to the unitholders of WUP after the Business Combination as the “unitholders.” The unitholders initially included Wheels Up, Wheels Up Blocker Sub LLC (“Wheels Up Blocker Sub”), Wheels Up MIP LLC (“MIP LLC”), a single-purpose entity formed for the purpose of administering and effectuating the WUP Management Incentive Plan (as defined herein), and Wheels Up MIP RI LLC (“MIP RI LLC”), another single-purpose entity formed for the purpose of administering and effectuating the WUP Management Incentive Plan (as defined herein). WUP is managed by Wheels Up, as its managing member, which has full and complete charge of all business and affairs of WUP. As managing member, Wheels Up may appoint officers of WUP. Discussion of certain rights and obligations under the A&R LLCA are included below, because certain directors and executive officers of the Company that served during 2024 hold Wheels Up PI Units and/or Wheels Up EO Units (as each term is defined below).

Units. Under the A&R LLCA, the outstanding equity interests of WUP consist of (i) a single class of common units (the “Surviving Entity Common Units”), (ii) a single class of PI Units (the “Wheels Up PI Units”), which are subdivided into separate series designations which correspond to the respective series designations of WUP profits interests that were issued and outstanding immediately prior to the closing of the Business Combination, and (iii) a single class of EO Units (the “Wheels Up EO Units”).

The Surviving Entity Common Units are held entirely by Wheels Up (both directly and through its wholly owned subsidiaries Apex AP Midco Inc., Apex Kenyon Midco Inc. and Wheels Up Blocker Sub), in an aggregate number equal to the aggregate number of shares of Common Stock that is outstanding from time to time.

The Wheels Up PI Units are held entirely by MIP LLC, and are subject to substantially the same terms and conditions as were applicable to the WUP Profits Interest Awards immediately prior to the closing of the Business Combination that were converted into such units in connection with the Business Combination. Each Wheels Up PI Unit has a participation threshold (or “hurdle amount”) applicable to it that was determined on a basis to maintain the intrinsic value of related WUP Profits Interests Award immediately prior to the closing of the Business Combination.

As part of the Business Combination, certain existing holders of WUP equity, including certain holders of WUP profits interests and restricted interests, but excluding holders of stock options, have the right to receive up to an aggregate of 900,000 additional shares of Common Stock in three equal tranches, which are issuable upon the achievement of Common Stock share price thresholds of $125.00, $150.00 and $175.00 for any 20 trading days within a period of 30 consecutive trading days on or before July 13, 2026 (the “Earnout Shares”). Wheels Up EO Units are held by MIP LLC and MIP RI LLC, and correspond to the pro rata amount of Earnout Shares that correspond to certain holders of WUP Profits Interest Awards and WUP Restricted Interest Awards based on the number of such awards relative to the total outstanding interests of WUP immediately prior to the closing of the Business Combination, and subject to the same terms and conditions upon issuance as are applicable to the corresponding WUP Profits Interest Awards and WUP Restricted Interest Awards, respectively.

Exchange Rights. Pursuant to the terms and conditions of the operating agreements of MIP LLC and MIP RI LLC, the members of MIP LLC and MIP RI LLC may redeem their vested WUP profits interests and earnout interests in such entity, as applicable, for the vested Wheels Up PI Units and/or Wheels Up EO Units held by such entity corresponding thereto (such right, the “redemption right”). In accordance with the terms of the A&R LLCA, once redeemed, such vested Wheels Up PI Units and Wheels Up EO Units are exchangeable by such holder for shares of Common Stock as follows (each, an “exchange right”): (i) each vested Wheels Up PI Unit is exchangeable for a number of shares of Common Stock having an aggregate value equal to the intrinsic value of such Wheels Up PI Unit as of such date, which intrinsic value equals the then-current value of our Common Stock, less the hurdle amount per share for the particular Wheels Up PI Unit; and (ii) each vested Wheels Up EO Unit is exchangeable for its pro rata portion of the applicable Earnout

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS (continued)

Shares to which such Wheels Up EO Units relates, after giving effect to any forfeiture or cancellation of Wheels Up PI Units and Wheels Up RI Units through the date the applicable Earnout Shares vested and become issuable to the WUP equityholders, unless, in each case, Wheels Up elects to exercise a right to instead pay an amount in cash to exchanging WUP award holders equal to the value of our Common Stock that would otherwise have been delivered upon consummation of the applicable exchange. Pursuant to the terms and conditions of the operating agreements of MIP LLC and MIP RI LLC, a redemption right may only be exercised if the subsequent exchange right is immediately exercised. On July 13, 2031 (the tenth anniversary of the Closing Date), all vested Wheels Up PI Units will be exchanged for Common Stock, to the extent not previously exchanged.

Wheels Up is obligated to facilitate an exercise of an exchange right with respect to any vested Wheels Up PI Units or Wheels Up EO units by contributing to WUP any Common Stock or cash to be used to acquire the tendered units. The holders of vested WUP profits interests and earnout interests in MIP LLC and MIP RI LLC are permitted to exercise their redemption rights and exchange rights at any time and from time to time, subject to applicable vesting requirements and lock-up restrictions. In addition, the exchange rights are subject to certain limitations and restrictions intended to ensure that WUP continues to be treated as a partnership for U.S. federal income tax purposes.

Transfer of Securities. Except in connection with the exercise of an exchange right, no unitholder is permitted to transfer its units in WUP without the prior written consent of Wheels Up, as WUP’s managing member.

Distributions and Allocations. Under the A&R LLCA, Wheels Up has the right to determine when distributions will be made to the unitholders and the amount of any such distributions. If Wheels Up authorizes a distribution, such distribution will generally be made to the unitholders on a pro rata basis in accordance with the respective number of units they hold, subject to adjustments in certain circumstances to take into account the hurdle rates applicable to then-outstanding Wheels Up PI Units.

WUP will allocate its net income or net loss for each year to the unitholders pursuant to the terms of the A&R LLCA, and its unitholders, including Wheels Up, will generally incur U.S. federal, state and local income taxes on their share of any taxable income of WUP. Net income and losses of WUP generally will be allocated to unitholders on a pro rata basis in accordance with the respective number of units they hold, subject to requirements under U.S. federal income tax law that certain items of income, gain, loss or deduction be allocated disproportionately in certain circumstances. To the extent WUP has available cash, we intend to cause WUP to make pro rata distributions to its unitholders in an amount generally intended to allow the WUP unitholders to satisfy their respective income tax liabilities with respect to their allocable share of the income of WUP, based on certain assumptions and conventions.

Issuance of Equity. The A&R LLCA provides that at any time Wheels Up issues a share of Common Stock or any other equity security, the net proceeds received by Wheels Up with respect to such issuance, if any, will be concurrently invested in WUP, and WUP will issue to Wheels Up one common unit or other economically equivalent equity interest. Conversely, if at any time, any shares of Common Stock are redeemed, repurchased or otherwise acquired by us, WUP will redeem, repurchase or otherwise acquire an equal number of common units held by Wheels Up, upon the same terms and for the same price, as the shares of Common Stock are redeemed, repurchased or otherwise acquired.

Expenses of Wheels Up, MIP LLC & MIP RI LLC. Pursuant to the A&R LLCA, WUP is required to pay, or cause to be paid, all costs, fees, operating expenses and other expenses of Wheels Up (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company) incurred in pursuing and conducting, or otherwise related to, its activities, including in its capacity as managing member of WUP. In addition, WUP or Wheels Up is responsible for the ordinary and reasonable expenses incurred by MIP LLC and MIP RI LLC in connection with their continued existence and administration.

Dissolution. WUP will be dissolved only upon the first to occur of: (i) an election by Wheels Up to dissolve WUP, which election shall require the written consent of the holders of a majority of the WUP profits interests then outstanding in MIP LLC and the written consent of the holders of a majority of the equity interests then outstanding in MIP RI LLC; (ii) WUP ceases to have any remaining members; and (iii) the entry of a decree of judicial dissolution.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS (continued)

Discussion of certain rights and obligations related to the 4,529,950 warrants (the “Private Warrants”) that were issued at a price of $1.50 per warrant to the Sponsor in a private placement that closed concurrently with the closing of the Aspirational’s initial public offering is included below, because Mr. Thakran, who served as Executive Chairman and a director during 2023, held Private Warrants.

Simultaneously with the consummation of Aspirational’s initial public offering, the Sponsor purchased 4,333,333 Private Warrants at a price of $1.50 per warrant in a private placement. On October 2, 2020, as a result of the underwriters’ election to partially exercise their over-allotment option, the Sponsor purchased an additional 196,617 Private Warrants. Each Private Warrant entitles the holder to purchase 1/10th of one share of Common Stock for $115.00 per whole share of Common Stock. The Private Warrants are not redeemable by us so long as they are held by the Sponsor or its permitted transferees other than pursuant to Section 6.2 of the warrant agreement, dated as of September 25, 2020 (the “Warrant Agreement”), entered into between Aspirational and the Transfer Agent, as warrant agent and only if the Reference Value (as defined in the Warrant Agreement) is equal to or exceeded $180.00 per share of Common Stock. If the Private Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units that were sold as part of Aspirational’s initial public offering. The Sponsor, or its permitted transferees, has the option to exercise the Private Warrants for cash or on a cashless basis.

The Private Warrants are identical to the 7,991,544 redeemable public warrants (the “Public Warrants” and, together with the Private Warrants, the “Warrants”) that were included in the units issued by Aspirational in its initial public offering, except that the Private Warrants: (i) are not redeemable by us other than pursuant to Section 6.2 of the Warrant Agreement and only if the Reference Value is equal to or exceeds $180.00 per share of Common Stock; (ii) may be exercised for cash or on a cashless basis so long as they are held by the Sponsor or any of its permitted transferees; and (iii) are entitled to registration rights (including the shares issuable upon exercise of the Private Warrants, as set forth in the Warrant Agreement).

In March 2022, Wheels Up, through its indirect subsidiary, made an investment in Tropic Ocean Investors LLC (“Tropic Ocean”), which owns Tropic Ocean Airways, an amphibious airline and leading provider of last-mile private charter and scheduled service in Florida, the Northeastern U.S., the Bahamas and the Caribbean. The Company, through its indirect subsidiary, owns approximately 14.56% of Tropic Ocean, has the right to designate one person to serve on the Board of Managers of Tropic Ocean, and has also entered into a multiyear commercial cooperation agreement (the “TOA CCA”) with Tropic Ocean. Mr. Mattson, our Chief Executive Officer, holds minority equity interests in, and serves as Chairman of the Board of Managers of, Tropic Ocean. Total payments to Tropic Ocean under the TOA CCA since January 1, 2023 were approximately $486,265 and consist of payments to Tropic Ocean as a third-party operator for Wheels Up member flights. Because Mr. Mattson holds an equity interest in Tropic Ocean in excess of the threshold identified under Item 404(d) of Regulation S-K, the amount of his indirect pecuniary interest in these transactions may be deemed to be up to $486,265.

In connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, we entered into indemnification agreements with each of our directors and executive officers. We continue to enter into similar indemnification agreements with our directors and executive officers as part of the onboarding process. Each indemnification agreement provides for indemnification and advancement by us of certain expenses and costs, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was our director, officer, employee or agent or a director, officer, employee or agent of any of our subsidiaries or was serving at our request in an official capacity for another entity, to the fullest extent permitted by the laws of the state of Delaware.

DIRECTOR COMPENSATION (continued)

Given the nature of our business, we expect our directors to utilize our services for personal benefit as a way to help promote, increase and maintain the Wheels Up brand. Accordingly, we allow all directors to acquire Wheels Up’s products and services, including additional flight hours, aircraft purchase commissions and aircraft management services, at a price determined by the Board, but at amounts we calculate to be not less than the then-current direct operating cost to us. Prior to the sale of our aircraft management business in September 2023, the Board previously authorized us to offer aircraft management services to directors.

George Mattson. Mr. Mattson has served as the Company’s Chief Executive Officer since October 2023, as a member of the Board since September 2023, and serves on the Board pursuant to the Investor Rights Agreement. Prior to joining Wheels Up, Mr. Mattson served as President of Star Mountain, a specialized private investment firm, from February 2023 to October 2023. Prior to joining Star Mountain, Mr. Mattson was a private investor and corporate board member from 2012 to February 2023. Prior to his years as a private investor, Mr. Mattson held various positions at Goldman Sachs from 1994 to 2012, including most recently as a partner and co-head of the Global Industrials Group in Investment Banking from 2002 to 2012, and prior to that time, held various sales and marketing positions at IBM from 1987 to 1993. Mr. Mattson has also served as a director of Xos, Inc. since August 2021. He formerly served as a director of Delta (NYSE: DAL) from October 2012 to October 2023, Air France-KLM S.A. (PAR: AF) from 2017 until 2021, Virgin Galactic Holdings, Inc. (NYSE: SPCE) from October 2019 to June 2023, Virgin Orbit Holdings, Inc. from December 2021 to August 2023, NextGen Acquisition Corp II from January 2021 to December 2021, and NextGen Acquisition Corp from July 2020 to August 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.

John Verkamp. Mr. Verkamp has served as Wheels Up’s Chief Financial Officer since March 2025. Mr. Verkamp joined Wheels Up after over 20 years at GE and GE Vernova Inc. (“GE Vernova”), which included multiple financial leadership positions within GE’s Aerospace and Vernova organizations. Mr. Verkamp joined GE Vernova in 2018 and most recently served as Chief Financial Officer of its Gas Power Global Services business from April 2023 to March 2025. Prior to assuming that role, he served as Chief Financial Officer of Gas Power Transactional Services from April 2021 to April 2023, Chief Financial Officer of Gas Power Commercial and Services from March 2019 to April 2021 and Senior Executive of Financial Planning and Analysis for GE Power from June 2018 to March 2019. Prior to joining GE Vernova, he held a number of leadership roles at GE Aerospace, including as Chief Financial Officer of Avio Aero from November 2015 to June 2018, Chief Financial Officer of Commercial Finance and Risk from March 2013 to October 2015 and Executive Services Financial Planning and Analysis from May 2010 to March 2013. He started his career with GE Plastics in 2003 and subsequently held various audit and financial roles at other GE companies. Mr. Verkamp holds a Bachelor of Science degree in Finance and Accounting from the Kelley School of Business at Indiana University.

Mark Briffa. Mr. Briffa has served as EVP, Charter and CEO of Air Partner Limited (“Air Partner”) since February 2024. He formerly served as Wheels Up’s Chief Commercial Officer from March 2023 to February 2024. In his role, Mr. Briffa leads Wheels Up’s global charter business. Mr. Briffa has extensive knowledge of air charter broking and of the aviation industry worldwide, with over 30 years of experience working within the aviation sector and having overseen multiple acquisitions that currently comprise Air Partner's services division. From April 2022 until his appointment as Chief Commercial Officer in March 2023, Mr. Briffa served as President of International Charter & Aviation Services, where he oversaw both the charter and services divisions. From April 2010 until the acquisition of Air Partner by Wheels Up in April 2022, Mr. Briffa served as Chief Executive Officer of Air Partner, which was publicly traded on the London Stock Exchange, and as a board member since 2006. Before joining Air Partner in 1996 as a Commercial Jets Broker, Mr. Briffa held commercial roles at Air 2000 and All Leisure. Mr. Briffa completed his education at Longhill High School in the United Kingdom, and passed his General Certificate Education exams with distinctions. Mr. Briffa also attended two senior programs at the Cranfield School of Management before becoming a guest on the program, where he has presented on leadership and management.

INFORMATION REGARDING EXECUTIVE OFFICERS (continued)

Alexander Chatkewitz. Mr. Chatkewitz has served as the Company’s Chief Accounting Officer since March 2024. Prior to joining the Company, he served as Senior Vice President, Finance & Controller for Centric Brands LLC (“Centric Brands”) from May 2022 to November 2023, and prior to joining Centric Brands, served as Vice President, Controller & Chief Accounting Officer for JetBlue Airways Corporation (“JetBlue”) from December 2014 to May 2022. He served in various high-level accounting, financial reporting and controllership positions with Marsh McLennan Companies, Altria Group, Inc. and Phillip Morris International Inc. prior to joining JetBlue. Mr. Chatkewitz holds a Bachelor of Science in Business Administration degree in Accounting from Bucknell University, and is a Certified Public Accountant.

David Godsman. Mr. Godsman has served as Wheels Up’s Chief Digital Officer since June 2023. Mr. Godsman is responsible for overseeing the Company's Digital Product, Technology and Data Services teams. Mr. Godsman has more than 25 years of experience leading digital transformation at the Fortune 100 level. Most recently, he was the Chief Executive Officer and Director of Foro, an industry-leading Fintech company focused on revolutionizing commercial lending, from August 2021 to May 2023. Prior to Foro, Mr. Godsman was Global Chief Digital Officer at The Coca-Cola Company from December 2016 to March 2021, and prior to that time held various senior digital roles at Bank of America and Starwood Hotels & Resorts. Mr. Godsman holds a Bachelor of Arts degree in Business & Economics from Randolf-Macon College.

David Harvey. Mr. Harvey has served as Wheels Up’s Chief Commercial Officer since May 2024. As Chief Commercial Officer, Mr. Harvey is responsible for leading Wheels Up’s commercial and sales functions. Prior to being appointed as Chief Commercial Officer, Mr. Harvey served as Vice President and Chief Sales Officer for Southwest Airlines Co. (“Southwest”) from January 2023 to May 2024 and various other Southwest positions across Corporate Sales, Business Development, Network Planning, Commercial Planning, Corporate Strategy, and Technology from June 1999 to January 2023. Mr. Harvey holds a Bachelor of Business Administration degree in Management Information Systems from The University of Texas at Austin, and a Master of Business Administration degree in Operations Management and Master of Science degree in Organizational Strategy from The University of Texas at Dallas.

David Holtz. Mr. Holtz has served as Wheels Up’s Chief Operating Officer since February 2024. He has over 40 years of flight operations experience and most recently served as Senior Vice President, Operations at Delta from November 2011 to February 2024. Mr. Holtz joined Delta in May 1979 and has held several senior leadership roles in operations control and management of the airline’s global fleet. Since March 2022, Mr. Holtz has assisted Wheels Up as Chairman of Operations, a role in which he was responsible for the oversight of the Company’s efforts to harmonize and consolidate its various Federal Aviation Administration Part 135 operating certificates.

Brian Kedzior. Mr. Kedzior has served as Wheels Up’s Chief People Officer since March 2024. As Chief People Officer, Mr. Kedzior is responsible for all aspects of human resources and culture, including organizational design, talent acquisition, development, and retention, as well as total rewards. Prior to being appointed as Chief People Officer, he served as Interim Chief People Officer at Wheels Up from October 2023 to March 2024 and Senior Vice President, Organization & Talent Development from May 2022 to October 2023. Prior to joining Wheels Up, Mr. Kedzior served as Senior Vice President, Human Resources and Communications at Parallel, an affiliate of Surterra Holdings, Inc., from November 2021 to May 2022 and Vice President, Talent Management from January 2020 to November 2021. Prior to joining Parallel, he served as Senior Director, Organizational Development and Change Management at Walgreens from November 2017 to January 2020. Mr. Kedzior holds a Bachelor of Arts degree in Corporate/Organizational Communications from Northern Illinois University.

Matthew Knopf. Mr. Knopf has served as Wheels Up’s Chief Legal Officer since September 2024. From December 7, 2015 until September 1, 2024, Mr. Knopf served as Senior Vice President & Deputy General Counsel of Delta. At Delta, he led the Corporate Transactions, Aircraft Transactions & Finance, SEC & Corporate Governance and Corporate Real Estate legal teams. Before he joined Delta, he was a corporate partner in the Minneapolis office of Dorsey & Whitney LLP, where he led the firm-wide mergers and acquisitions practice. Mr. Knopf holds a Bachelor of Arts degree from Stony Brook University and a Juris Doctorate from the University of Chicago School of Law.

Kristen Lauria. Ms. Lauria has served as Wheels Up’s Chief Customer and Marketing Officer since May 2023. Ms. Lauria focuses on Wheels Up's member value proposition and customer acquisition. In this role, she is responsible for overseeing the Company's brand, creative and customer acquisition and retention, as well as member and customer experience. Previously, Ms. Lauria was the Executive Vice President and Global Chief Marketing Officer of Cigna Corporation (“Cigna”) from March 2020 to August 2021. Prior to Cigna, she spent over 17 years at IBM in various positions, where she led teams through significant technology shifts like the rise of mobile, the move to the cloud, and the establishment of Artificial Intelligence as a critical business tool. Ms. Lauria holds an Master of Business Administration degree from MIT Sloan School of Management, and a Bachelor of Science degree and Master of Science degree in Mechanical and Aerospace Engineering.

Our compensation philosophy and programs are designed with the objective of supporting our overall business and compensation goals. We expect our compensation philosophy to evolve as we continue to mature as a publicly traded company. The Compensation Committee sets our executive compensation philosophy and oversees our compensation and benefits programs, including the compensation to our named executive officers. In addition, the Compensation Committee has the authority to establish the compensation mix it believes is appropriate for each named executive officer, as well as any performance measures, goals, targets and business objectives that may be applicable for any element of such compensation mix. The Compensation Committee also determines the benefits and severance arrangements, if any, that we make available to our named executive officers.

Pursuant to the Compensation Committee’s charter, it has the authority to delegate any of its responsibilities, along with the authority to act in relation to such responsibilities, to one or more subcommittees as it deems appropriate in its sole discretion. In addition, the Compensation Committee may, in its discretion, establish thresholds below which approval for some of its activities can be delegated to management without direct Compensation Committee involvement, subject to certain restrictions, including that no member of management shall be delegated authority over his or her own compensation (other than with respect to benefit plans in which such member of management participates on the same basis as other employees generally). However, no such delegations were made by the Compensation Committee during the periods covered by the Summary Compensation Table in this Proxy Statement. When making compensation decisions for our named executive officers other than our Chief Executive Officer, the Compensation Committee considers the recommendations of the Chief Executive Officer with respect to such compensation decisions, but the Compensation Committee retains the ultimate discretion to set the compensation for our named executive officers.

This Executive Compensation section discusses the material components of the executive compensation programs and policies for our named executive officers included in the Summary Compensation Table below. Our named executive officers for the year ended December 31, 2024 were:

This discussion contains forward-looking statements that are based on our current intentions, objectives, considerations, expectations and determinations regarding future compensation programs or aspects of the Company’s performance on which compensation may be based. The compensation programs that we adopt in the future may vary significantly from our current programs or current plans described in this discussion.

The Compensation Committee has the authority 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, including, upon the request of the Compensation Committee and management, providing analysis of peer compensation structures and benchmarking, and making recommendations on the amount or 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.