UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 729, 2025

WHEELS UP EXPERIENCE INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39541	98-1617611
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2135 American Way
Chamblee, Georgia	30341
(Address of principal executive offices)	(Zip Code)

(212) 257-5252

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

~~TradingSymbol(s)~~

~~Name of each exchangeon which registered~~

Class A common stock, $0.0001 par value per share

New York Stock Exchange

~~New York Stock Exchange~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ¨

Item 21.~~02 Results~~01 ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition~~Definitive Agreement.

On August 729, 2025, Wheels Up ~~issued~~Experience Inc. (the a“Company”) ~~press~~entered ~~release~~into an ATM Equity OfferingSM Sales Agreement (the “ATM Sales Agreement”) with each of BofA Securities, Inc. and anJefferies LLC ~~investor~~(each, a “Sales ~~letter~~Agent” ~~announcing~~and ~~its~~together, ~~financial~~the ~~results~~“Sales Agents”), pursuant ~~for~~to which the ~~three~~Company ~~months~~may ~~ended~~sell, ~~June~~from time to time, up to an aggregate sales price of $50.0 30million of its Class A common stock, ~~2025~~$0.0001 par ~~The~~value ~~full~~per ~~text~~share (“Common Stock” and such amount of shares of Common Stock, the ~~press~~“Shares”), through ~~release~~the ~~and~~Sales Agents. ~~investor~~Sales of the Shares made pursuant to the ATM ~~letter~~Sales ~~are~~Agreement, ~~furnished~~if any, may be made by any method deemed to be an “at the market offering” as ~~Exhibits~~defined in Rule ~~99.1~~415(a)(4) ~~and~~of the Securities ~~99.2~~Act of 1933, ~~respectively~~as amended, including sales made in ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of the sale, at prices related to ~~this~~prevailing ~~Current~~market ~~Report~~prices or at negotiated prices and block trades. Actual sales will depend on ~~Form 8-K~~a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price per share of Common Stock, the timing, magnitude and need for capital for the events and transactions described under the caption “Use of Proceeds” in the Prospectus Supplement (~~"Current~~as ~~Report"~~defined below) and ~~are~~determinations ~~incorporated~~ by ~~reference~~the ~~herein~~Company of the appropriate sources of funding for the Company and its subsidiaries.

The ~~information~~offer inand ~~Item 2.02~~sales of ~~this~~the ~~Current~~Shares, ~~Report~~if ~~and~~any, ~~Exhibits 99.1 and 99.2 is being furnished~~ made pursuant to ~~Item~~the ATM ~~2.02~~Sales ofAgreement, ~~Form~~will ~~8-K and shall not~~ be ~~deemed~~made ~~“filed”~~under ~~for purposes of Section 18 of~~ the ~~Securities~~Company’s ~~Exchange~~Registration ~~Act~~Statement ofon ~~1934,~~Form asS-3 ~~amended~~ (~~the~~File ~~“Exchange Act”~~No. 333-284063), filed orby ~~otherwise~~the ~~subject~~Company towith the ~~liabilities~~U.S. ofSecurities ~~that~~and ~~section,~~Exchange ~~nor~~Commission ~~shall~~on itDecember be27, ~~deemed~~2024 ~~incorporated~~and bydeclared ~~reference~~effective inon ~~any~~January ~~filing~~10, ~~made~~2025, as supplemented by ~~the~~a ~~Company~~prospectus ~~under~~supplement, ~~the~~dated ~~Securities~~August ~~Act of 1933~~29, 2025 (as amended, or ~~the~~supplemented ~~Exchange~~from ~~Act,~~time ~~except~~to astime, ~~may~~the ~~be expressly set forth by specific reference in such filing~~“Prospectus Supplement”).

The Company is not obligated to, and it cannot provide any assurances that it will, make any sales of the Shares under the ATM Sales Agreement. The Company will pay each Sales Agent a commission based upon the gross sales price per share of any Shares sold through such Sales Agent as agent under the ATM Sales Agreement, as well as reimbursement of certain expenses described in the ATM Sales Agreement. The ATM Sales Agreement may be terminated by the Company at any time upon one day’s prior written notice to the Sales Agents or by any Sales Agent with respect to itself at any time upon prior written notice to the Company.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

The foregoing description of the material terms of the ATM Sales Agreement is qualified in its entirety by reference to the full text of the ATM Sales Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. The legal opinion of Troutman Pepper Locke LLP, counsel to the Company, relating to the Shares is filed as Exhibit 5.1 hereto and the consent of Troutman Pepper Locke LLP is filed as Exhibit 23.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description	~~Description~~
99.1		Press Release, dated August 7, 2025 (Earnings Release)
5.1	Opinion of Troutman Pepper Locke LLP, dated August 29, 2025, relating the legality of the Shares
99.2		Investor Letter, dated August 7, 2025
10.1	ATM Equity OfferingSM Sales Agreement, dated August 29, 2025, by and among Wheels Up Experience Inc. and each of BofA Securities, Inc. and Jefferies LLC (each as sales agent)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
23.1	Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WHEELS UP EXPERIENCE INC.		~~WHEELS UP EXPERIENCE INC.~~
Date: August 7, 2025			By:	/s/ George Mattson
Date: August 29, 2025	By:	/s/ George Mattson
		Name:	George Mattson	~~Name:~~	~~George Mattson~~
		Title:	Chief Executive Officer	~~Title:~~	~~Chief Executive Officer~~

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