Wheels Up Experience Inc-A 2025年度报告

FORM 10-K [Mark One] ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________Commission File Number: 001-39541 WHEELS UP EXPERIENCE INC. (Exact Name of Registrant as Specified in Its Charter) Delaware98-1617611 (I.R.S. Employer Identification No.) 2135 American WayChamblee, Georgia30341 (Address of Principal Executive Offices)(Zip Code) Registrant’s Telephone Number, Including Area Code: (212) 257-5252 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025 wasapproximately $106.8 million. As of March9, 2026, 724,465,549 shares of Class A common stock, $0.0001 par value per share, were outstanding. Documents Incorporated by Reference Portions of the Registrant’s definitive proxy statement relating to its 2026 Annual Meeting of Stockholders are incorporated by referenceinto Part III of this Annual Report on Form 10-K. WHEELS UP EXPERIENCE INC.FORM 10-K Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities38Item 6.[ Reserved ]38Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations39Item 7AQuantitative and Qualitative Disclosures About Market Risk64Item 8.Financial Statements and Supplementary Data66Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosures118Item 9A.Controls and Procedures118Item 9B.Other Information120Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections121 Item 10.Directors, Executive Officers and Corporate Governance122Item 11.Executive Compensation122Item 12.Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters123Item 13.Certain Relationships and Related Transactions, and Director Independence123Item 14.Principal Accounting Fees and Services124 Item 15.Exhibits, Financial Statement Schedules124Item 16.Form 10-K Summary130Signatures131 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Annual Report”) of Wheels Up Experience Inc. (“Wheels Up”, or “we”, “us”, “our” or the“Company”), contains certain “forward-looking statements” within the meaning of Section27A of the Securities Act of 1933, as amended(the “Securities Act”), and