Wheels Up Experience Inc.
04/27/2026 | Press release | Distributed by Public on 04/27/2026 15:29
Material Agreement, Corporate Action, Amendments to Bylaws (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K filed by Wheels Up Experience Inc. (the "Company" or "Wheels Up") with the U.S. Securities and Exchange Commission ("SEC") on April 14, 2026, the Company's Board of Directors (the "Board") approved the Reverse Stock Split (as defined in Item 5.03 below) that became effective immediately after the close of trading on The New York Stock Exchange on April 24, 2026 (the "Effective Time"). Upon the effectiveness of the Reverse Stock Split on April 24, 2026, the Company, in its capacity as the managing member of Wheels Up Partners Holdings LLC, a Delaware limited liability company and direct subsidiary of the Company ("WUP"), entered into Amendment No. 4 to Seventh Amended and Restated Limited Liability Company Agreement of Wheels Up Partners Holdings LLC, dated as of April 24, 2026 (the "WUP LLC Agreement Amendment"), to, among other things, update certain provisions to reflect adjustments to outstanding and issuable membership interests in WUP as a result of the Reverse Stock Split.
The foregoing summary of the WUP LLC Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the WUP LLC Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report") and incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information provided in Item 5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year) of this Current Report below is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously announced, at the Company's 2025 annual meeting of stockholders, the Company's stockholders authorized an amendment to the Company's Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on November 15, 2023 (the "A&R Certificate of Incorporation"), to effect, at the discretion of the Board at any time prior to the Company's 2026 annual meeting of stockholders, (i) a reverse stock split of Wheels Up's outstanding shares of Class A common stock, $0.0001 par value per share ("Common Stock"), at a reverse stock split ratio of not less than 1-for-5 and not greater than 1-for-20, with an exact ratio within that range as may be determined by the Board at a later date (the "Reverse Stock Split"), and (ii) contemporaneously with the Reverse Stock Split, a reduction in the number of authorized shares of Common Stock by a ratio corresponding to the reverse stock split ratio (the "Authorized Share Reduction"). On April 13, 2026, the Board approved the Reverse Stock Split at a ratio of 1-for-20 shares of Common Stock (the "Ratio"), together with a proportionate reduction in the number of authorized shares of Common Stock from 1.5 billion shares of Common Stock to 75 million shares.
On April 24, 2026, the Company filed a Certificate of Amendment to Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Delaware Secretary of State, which amended Section 4.1 of the A&R Certificate of Incorporation, effective as of the Effective Time, to (i) give effect to the Reverse Stock Split, (ii) reduce the total number of shares of all classes of capital stock and Common Stock of the Company authorized for issuance to 100 million and 75 million, respectively, taking into account the Reverse Stock Split, Authorized Share Reduction and Ratio, and (iii) describe the treatment of any fractional shares of Common Stock upon the effectiveness of the Reverse Stock Split.
The foregoing descriptions of the A&R Certificate of Incorporation and Certificate of Amendment do not purport to be complete and are qualified in their entirety by reference to the A&R Certificate of Incorporation, which was originally filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on November 16, 2023 and is incorporated herein by reference as Exhibit 3.1, and the Certificate of Amendment, a copy of which is filed as Exhibit 3.2 to this Current Report and incorporated herein by reference.
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