Core Viewpoint - Wheels Up Experience Inc. (NYSE:UP) has seen a significant increase in its stock price, rising by 18.51% on Wednesday, as it attempts to recover from trading below the $1 minimum bid price requirement for eight consecutive sessions [1][2][3]. Financial Performance - The company reported a net loss of $83.73 million in the third quarter, which is a 45% increase from a loss of $57.73 million in the same period last year [3]. - Revenues decreased by 4.3% year-on-year, falling to $185.49 million from $193.90 million, primarily due to lower flight revenues from the discontinued Connect and Pay-As-You-Fly segment [4]. Future Outlook - Wheels Up anticipates that the fourth quarter will be its best since the start of its transformation two years ago [4]. - The CEO highlighted the positive customer feedback and strong sales of the new fleet offerings, indicating expectations for accelerating growth in corporate and individual Signature membership sales in the upcoming quarter and year [5].

Financial Performance - Total revenue for the three months ended September 30, 2025, was $185.486 million, a decrease of 4.3% compared to $193.903 million for the same period in 2024[14] - Net loss for the three months ended September 30, 2025, was $83.730 million, compared to a net loss of $57.731 million for the same period in 2024, representing a 45% increase in losses[14] - The company reported a loss from operations of $61.337 million for the three months ended September 30, 2025, compared to a loss of $41.861 million for the same period in 2024[14] - Total costs and expenses for the three months ended September 30, 2025, were $246.823 million, an increase of 4.7% from $235.764 million for the same period in 2024[14] - The net loss for the nine months ended September 30, 2025, was $265,342,000, compared to a net loss of $252,097,000 for the same period in 2024, indicating an increase in losses[24] - For the three months ended September 30, 2025, total equity-based compensation expense was $12,499,000, a 58.5% increase from $7,885,000 in the same period of 2024[119] Assets and Liabilities - Total current assets decreased to $248.276 million as of September 30, 2025, down from $332.069 million as of December 31, 2024, reflecting a decline of 25.3%[9] - Total liabilities as of September 30, 2025, were $1.347 billion, slightly down from $1.354 billion as of December 31, 2024[9] - The company’s total assets decreased to $973.003 million as of September 30, 2025, down from $1.158 billion as of December 31, 2024, a reduction of 16%[9] - The company’s accumulated deficit increased to $2.368 billion as of September 30, 2025, compared to $2.102 billion as of December 31, 2024[12] - Long-term debt as of September 30, 2025, was $393.571 million, an increase from $376.308 million as of December 31, 2024, representing an increase of about 4.6%[56] Cash Flow and Liquidity - Cash and cash equivalents decreased to $125.327 million as of September 30, 2025, from $216.426 million as of December 31, 2024, a decline of 42.1%[9] - Cash flows from operating activities resulted in a net cash used of $147,926,000 for the nine months ended September 30, 2025, compared to $115,814,000 for the same period in 2024[24] - Total cash, cash equivalents, and restricted cash at the end of the period was $155,778,000, down from $246,468,000 at the beginning of the period[24] - The company redeemed the Revolving Equipment Notes for 19 aircraft, reducing the aggregate principal amount outstanding by $45.3 million during the nine months ended September 30, 2025[66] Revenue Breakdown - Membership revenue for the three months ended September 30, 2025, was $6.3 million, a decrease of 52% from $13.2 million in the same period of 2024[37] - Deferred revenue as of September 30, 2025, was $711.2 million, down from $749.6 million as of December 31, 2024[39] - The company recognized $371.6 million in revenue from amounts included in the deferred revenue beginning balance during the nine months ended September 30, 2025[39] Stock and Equity - The weighted-average shares of Class A common stock outstanding for the three months ended September 30, 2025, were 703,813,424, compared to 697,721,699 for the same period in 2024[14] - The company issued 21,157,534 shares of common stock under the ATM program, raising $47,597,000[24] - The company issued 21,157,534 shares of Common Stock under the ATM Program for $49.4 million in gross proceeds during the three and nine months ended September 30, 2025[96] Taxation - The company recorded an income tax expense of $1.3 million for the three months ended September 30, 2025, compared to $0.4 million for the same period in 2024[141] - The effective tax rate for the three months ended September 30, 2025 was (1.6)%, compared to (0.7)% for the same period in 2024[141] - The company expects to continue evaluating the realizability of deferred tax assets, with a valuation allowance established for the majority of U.S. deferred tax assets[144] Impairment and Expenses - A one-time non-cash impairment charge of $20.2 million was recorded for vacated office space during the three months ended March 31, 2025[92] - The company incurred equity-based compensation expenses of $33,455,000 for the nine months ended September 30, 2025, compared to $33,364,000 in 2024[24] Compliance and Regulations - The Company was in compliance with the covenants under the Credit Agreement as of September 30, 2025[74] - The company is monitoring the implementation of the OECD's Pillar Two model rules, which introduce a global minimum tax of 15% effective January 1, 2024, but it did not materially impact financial results for the periods ended September 30, 2025 and 2024[146]

Financial Performance - Revenue for Q3 2025 was $185.5 million, down 4% year-over-year, primarily due to reduced flight revenue from discontinued members[6] - Net loss for the quarter was $83.7 million, or $(0.12) per share, compared to a net loss of $57.7 million in the prior year[12] - Revenue for Q3 2025 was $185,486,000, a decrease of 4% from $193,903,000 in Q3 2024[23] - For the nine months ended September 30, 2025, revenue was $552,653,000, down 6% from $587,289,000 in the same period of 2024[25] - Net loss attributable to Wheels Up Experience Inc. for Q3 2025 was $83,730,000, representing a 45% increase from a net loss of $57,731,000 in Q3 2024[23] - The company reported a net loss of $265,342,000 for the nine months ended September 30, 2025, compared to a net loss of $252,097,000 for the same period in 2024, a 5% increase[25] - Adjusted Contribution for Q3 2025 was $23,500 thousand, down from $28,758 thousand in Q3 2024, reflecting a decline of 18%[56] - Membership revenue decreased by 52% in Q3 2025 to $6,313 thousand compared to $13,231 thousand in Q3 2024[56] - Total revenue for the nine months ended September 30, 2025 was $552,653 thousand, a decline of 6% from $587,289 thousand in the same period of 2024[56] Operational Metrics - The company achieved a Completion Rate of 99% and On-Time Performance of 89%, reflecting operational improvements despite ongoing fleet modernization[7] - Total Gross Bookings increased to $266.6 million, up 5% year-over-year, driven by a 14% growth in on-demand charter offerings[6] - Total costs and expenses increased to $246,823,000 in Q3 2025, up 5% from $235,764,000 in Q3 2024[23] - Cash flows from operating activities resulted in a net cash used of $147,926 for the nine months ended September 30, 2025, compared to $115,814 for the same period in 2024, indicating a 27.7% increase in cash outflow[29] - The company’s utility metric measures the efficiency of operations, calculated as total revenue-generating flight hours divided by the average number of available aircraft[35] Cost Management and Savings - The company expects to achieve $70 million or more in annual run-rate cost savings by Q1 2026, an increase from the original $50 million goal[6] - Adjusted Contribution Margin decreased to 12.7%, down from 14.8% in the prior year, impacted by transitory inefficiencies from fleet migration[6] - Interest expense for Q3 2025 was $23,510,000, a 47% increase from $16,041,000 in Q3 2024[23] - Fleet modernization expenses for Q3 2025 amounted to $8,681 thousand, with total expenses for the nine months reaching $19,463 thousand[57] - Integration and transformation expenses in Q3 2025 were $2,523 thousand, compared to no expenses in Q3 2024[57] Capital and Investments - Wheels Up raised approximately $50 million in equity capital during the quarter to support fleet modernization and general corporate purposes[8] - The company sold three non-core services businesses for $21.5 million, further streamlining operations and focusing on fleet modernization[11] - Cash provided by investing activities was $43,384 for the nine months ended September 30, 2025, compared to $26,058 for the same period in 2024, indicating a 66.7% increase[29] - The company reported a significant impairment charge of $20.2 million related to right-of-use assets for the nine months ended September 30, 2025[47] Membership and Sales - Signature Membership sales represented nearly 20% of total block sales for September and October, indicating strong initial demand[7] - Corporate Membership Fund sales reached a record $62 million, up more than 15% year-over-year, with corporate membership being the fastest-growing segment[7] Asset and Liability Management - Cash and cash equivalents decreased to $125,327,000 as of September 30, 2025, down from $216,426,000 at the end of 2024[27] - Total assets decreased to $973,003,000 as of September 30, 2025, from $1,158,011,000 at the end of 2024[27] - Total liabilities remained relatively stable at $1,347,548,000 as of September 30, 2025, compared to $1,354,239,000 at the end of 2024[27] - The company’s accumulated deficit increased to $2,368,237,000 as of September 30, 2025, from $2,102,895,000 at the end of 2024[27]

Core Insights - Wheels Up Experience Inc. reported a revenue of $185.5 million for Q3 2025, a decrease of 4% year-over-year, primarily due to reduced flight revenue from discontinued membership programs [6][9] - The company achieved total gross bookings of $266.6 million, reflecting a 5% increase year-over-year, driven by a 14% growth in on-demand charter offerings [6][9] - The company is focused on fleet modernization, with the Phenom 300 becoming the largest fleet type in revenue service and the Challenger fleet reaching programmatic scale [4][6] Financial Performance - The net loss for Q3 2025 was $83.7 million, or $(0.12) per share, compared to a net loss of $57.7 million in Q3 2024, representing a 45% increase in losses [6][9][18] - Adjusted EBITDA loss was $23.2 million, while Adjusted EBITDAR loss was $19.7 million, both impacted by transitory fleet inefficiencies [6][9] - The company reported a quarter-end liquidity of $225 million, including $125 million in cash and cash equivalents [6][9] Operational Highlights - Wheels Up achieved a completion rate of 99% and an on-time performance of 89%, marking improvements of 1 percentage point and 4 percentage points year-over-year, respectively [7][9] - The company expects nearly 50% of its premium jet fleet to consist of Phenom and Challenger aircraft by the end of 2025, with a complete fleet transition anticipated by year-end 2026 [7][9] - The successful launch of the Signature Membership program has contributed to strong sales, with nearly 20% of total block sales for September and October coming from this new offering [7][9] Strategic Initiatives - Productivity initiatives are projected to exceed the original goal of $50 million, with expected annual run-rate cost savings of $70 million or more starting in Q1 2026 [6][9] - The company raised approximately $50 million in equity capital during Q3 2025 to support its fleet modernization program and general corporate purposes [7][9] - Wheels Up sold three non-core services businesses for $21.5 million, further streamlining operations and focusing on its fleet modernization strategy [8][9]

Core Insights - Wheels Up Experience Inc. has announced a strategic partnership with AtYourJet and Chef Robert Irvine to enhance the in-flight dining experience for its Signature Members, introducing a digital ordering platform and chef-curated menus [1][3][4] Group 1: Partnership and Offerings - The partnership aims to elevate private jet dining standards, providing complimentary dining options for Wheels Up Signature Members and purchasable options for other flyers [1][2] - Two menu tiers will be available: a Complimentary Menu featuring classic favorites and a Premium A La Carte Menu that will rotate seasonally in ten key markets, with plans for expansion [2][4] Group 2: Culinary Expertise and Innovation - Chef Robert Irvine, a long-time Wheels Up member, brings culinary expertise to the collaboration, ensuring that dishes are designed for seamless transition from kitchen to cabin [3][5] - AtYourJet's digital ordering platform and extensive kitchen network will enhance consistency and quality control, addressing a common pain point in private aviation catering [3][5][6] Group 3: Membership Benefits - The new Wheels Up Signature Membership offers year-round access to a premium fleet, with flexible plan options starting at a $200,000 minimum deposit plus a small monthly fee [4] - Members can choose between the Dynamic Access Plan for flexibility and the Fixed Access Plan for consistent rates, along with access to exclusive events and experiences [4] Group 4: Company Background - Wheels Up is a leading provider of on-demand private aviation in the U.S., offering a diverse fleet and a global network of safety-vetted charter operators [7] - AtYourJet, founded in 2022, focuses on high-quality, locally sourced meals and aims to disrupt the private jet catering market with its digital platform [6][8]

Core Points - Wheels Up Experience Inc. announced an extension of the lock-up restriction for its lead investors' shares until May 22, 2026, affecting approximately 85% of the total outstanding shares [1] - The CEO of Wheels Up expressed confidence in the company's strategy and progress, highlighting the importance of long-term support from investors in scaling operations and enhancing membership offerings [2] Company Overview - Wheels Up is a leading provider of on-demand private aviation in the U.S., offering a diverse fleet and a global network of safety-vetted charter operators [2] - The company provides charter and membership programs, along with commercial travel benefits through a partnership with Delta Air Lines, and also offers cargo services to various clients [2]

Group 1 - Investors are pushing back against high valuations in the stock market as Q2 earnings season concludes [1] - It is suggested that this period presents an opportunity to adopt a "risk-on" approach by investing in lesser-known, underappreciated small- and mid-cap stocks [1] - The analyst has extensive experience in covering technology companies and has been involved with seed-round startups, providing insights into current industry themes [1]

Summary of Wheels Up Conference Call Company Overview - **Company**: Wheels Up - **CEO**: George Maxon - **Industry**: Private Aviation Key Points and Arguments Company Transformation and Strategy - Wheels Up is undergoing a significant transformation, shifting from a membership-centric model to integrating commercial and private aviation solutions [3][5] - The company aims to create a seamless offering for customers by leveraging Delta's customer base, including 45,000 corporate customers and 20 million active SkyMiles members [6][24] - Delta invested in Wheels Up in late 2023 to align with its premium strategy, marking a strategic partnership that enhances both companies' offerings [5][41] Operational Improvements - The company has moved its headquarters to Atlanta to enhance operational excellence, mirroring Delta's operational center [7] - Wheels Up has focused on operational KPIs, achieving a completion rate of 98-99% and on-time performance in the high 80s to 90% [12][13] - The company reported 14 "brand days" in August, indicating days with zero cancellations [20] Fleet Modernization - Wheels Up announced plans to replace its fleet from four jet types to two: the Phenom 300 and the Challenger 350, which are considered best-in-class aircraft [9][10] - The fleet transition aims to improve operational efficiency and customer flexibility, moving away from rigid timeshare models [9][10][22] Financial Performance - The company has stabilized revenue after seven quarters of decline, now running flat quarter-over-quarter [15] - Contribution margins improved from low single digits to mid-high teens, reaching 19% in Q4 [15][16] - The company aims to achieve $50 million in cost savings through operational efficiencies and fleet simplification [46] Corporate Membership Growth - Corporate memberships are the fastest-growing segment, increasing by 25% in Q2, now representing nearly 40% of the customer base [43][44] - The partnership with Delta provides a unique advantage in accessing corporate clients, as Delta is a major airline provider for many of these customers [44] Market Position and Future Outlook - Wheels Up is focused on increasing its market share in private aviation, which currently stands in single digits compared to Delta's 35% in commercial aviation [64] - The company plans to integrate technology and engage with Delta's joint venture partners to expand its reach [66] - Future priorities include driving operational performance, executing the fleet transition, and strengthening the partnership with Delta [63] Additional Important Insights - The company is reeducating the market on private aviation, making it more accessible and understandable for potential customers [30][33] - The membership model has been simplified to focus on quality over quantity, with a monthly fee and non-expiring deposits for flights [56][57] - Wheels Up is positioned to capitalize on the growing trend of private aviation as more individuals seek flexible travel options post-pandemic [5][39]

Core Insights - Wheels Up Experience Inc. has sold three non-core services businesses for approximately $20 million, aiming to reinvest the proceeds into fleet modernization and general corporate purposes [1][2] - The divestiture is part of a broader strategy to enhance operational performance, streamline business operations, and strengthen the company's balance sheet, with an estimated $50 million in cost efficiencies expected from recent initiatives [2] Company Overview - Wheels Up is a leading provider of on-demand private aviation in the U.S., featuring a diverse fleet and a global network of safety-vetted charter operators, emphasizing safety and service [3] - The company offers charter and membership programs, along with commercial travel benefits through a partnership with Delta Air Lines, and also provides cargo services to various clients, including government organizations [3]

PART I. FINANCIAL INFORMATION [ITEM 1. FINANCIAL STATEMENTS](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Presents unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive loss, equity, and cash flows, with detailed notes [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position, detailing assets, liabilities, and equity at specific dates **Condensed Consolidated Balance Sheets (Unaudited, in thousands):** | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | **ASSETS** | | | | Cash and cash equivalents | $107,000 | $216,426 | | Total current assets | $233,671 | $332,069 | | Total assets | $1,005,726 | $1,158,011 | | **LIABILITIES AND EQUITY** | | | | Deferred revenue, current | $727,099 | $749,432 | | Total current liabilities | $902,180 | $917,284 | | Long-term debt, net | $391,335 | $376,308 | | Total liabilities | $1,353,477 | $1,354,239 | | Total equity | $(347,751) | $(202,109) | - Total assets decreased by **$152.285 million** from December 31, 2024, to June 30, 2025, primarily driven by a significant reduction in cash and cash equivalents[9](index=9&type=chunk) - Total equity saw a substantial decrease, moving from a deficit of **$202.109 million** at December 31, 2024, to a deficit of **$347.751 million** at June 30, 2025[12](index=12&type=chunk) [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Details the company's revenues, expenses, and net loss over specific reporting periods **Condensed Consolidated Statements of Operations (Unaudited, in thousands, except per share data):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $189,637 | $196,285 | $367,167 | $393,386 | | Total costs and expenses | $249,237 | $275,339 | $507,533 | $556,988 | | Loss from operations | $(59,600) | $(79,054) | $(140,366) | $(163,602) | | Net loss | $(82,299) | $(96,973) | $(181,612) | $(194,366) | | Basic and diluted net loss per share | $(0.12) | $(0.14) | $(0.26) | $(0.28) | - Net loss improved for both the three months (**$82.3 million** vs. **$97.0 million**) and six months (**$181.6 million** vs. **$194.4 million**) ended June 30, 2025, compared to the prior year, indicating a reduction in losses[14](index=14&type=chunk) - Revenue decreased by **3%** for the three months and **7%** for the six months ended June 30, 2025, compared to the same periods in 2024[14](index=14&type=chunk) [Condensed Consolidated Statements of Comprehensive Loss](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Reports net loss and other comprehensive income/loss items, such as foreign currency adjustments **Condensed Consolidated Statements of Comprehensive Loss (Unaudited, in thousands):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(82,299) | $(96,973) | $(181,612) | $(194,366) | | Foreign currency translation adjustments | $6,472 | $(98) | $9,578 | $(1,640) | | Comprehensive loss | $(75,827) | $(97,071) | $(172,034) | $(196,006) | - Comprehensive loss improved for both the three months (**$75.8 million** vs. **$97.1 million**) and six months (**$172.0 million** vs. **$196.0 million**) ended June 30, 2025, compared to the prior year, largely due to positive foreign currency translation adjustments in 2025[16](index=16&type=chunk) [Condensed Consolidated Statements of Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) Outlines changes in stockholders' equity, including common stock, paid-in capital, and accumulated deficit **Condensed Consolidated Statements of Equity (Unaudited, in thousands, except share data):** | Metric | Balance at December 31, 2024 | Balance at June 30, 2025 | | :----------------------------------- | :--------------------------- | :----------------------- | | Common Stock (shares) | 698,342,097 | 699,803,945 | | Additional paid-in capital | $1,921,581 | $1,948,418 | | Accumulated deficit | $(2,102,895) | $(2,284,507) | | Total Wheels Up Experience Inc. stockholders' equity | $(202,109) | $(347,751) | - Total stockholders' equity decreased significantly from a deficit of **$202.1 million** at December 31, 2024, to **$347.8 million** at June 30, 2025, primarily due to accumulated deficit and treasury stock repurchases[19](index=19&type=chunk)[117](index=117&type=chunk) - Equity-based compensation contributed **$16.587 million** to additional paid-in capital during the six months ended June 30, 2025[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities **Condensed Consolidated Statements of Cash Flows (Unaudited, in thousands):** | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Net cash used in operating activities | $(110,804) | $(98,956) | | Net cash provided by investing activities | $19,914 | $24,093 | | Net cash used in financing activities | $(17,560) | $(41,396) | | Net decrease in cash, cash equivalents and restricted cash | $(105,226) | $(117,434) | | Cash, cash equivalents and restricted cash, end of period | $141,242 | $175,391 | - Net cash used in operating activities increased to **$110.8 million** for the six months ended June 30, 2025, from **$99.0 million** in the prior year, primarily due to the net loss and changes in working capital[24](index=24&type=chunk)[226](index=226&type=chunk) - Net cash provided by investing activities decreased to **$19.9 million** in 2025 from **$24.1 million** in 2024, despite higher proceeds from aircraft sales, due to increased purchases of property and equipment[24](index=24&type=chunk)[227](index=227&type=chunk) - Net cash used in financing activities significantly decreased to **$17.6 million** in 2025 from **$41.4 million** in 2024, driven by lower repayments of long-term debt and proceeds from new Revolving Equipment Notes[24](index=24&type=chunk)[228](index=228&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations and disclosures supporting the condensed consolidated financial statements [1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=1.%20SUMMARY%20OF%20BUSINESS%20AND%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines the company's business, reporting segment, and key accounting principles and policies - Wheels Up Experience Inc. is a leading provider of on-demand private aviation in the U.S., operating as a single segment[26](index=26&type=chunk)[31](index=31&type=chunk) - The financial statements are prepared in accordance with U.S. GAAP for interim reporting and include all necessary adjustments for fair presentation[27](index=27&type=chunk) - The Company is evaluating the impact of new FASB ASUs 2023-09 (Income Tax Disclosures) and 2024-03 (Disaggregation of Income Statement Expenses), effective for fiscal years ending December 31, 2025, and 2027, respectively[32](index=32&type=chunk)[33](index=33&type=chunk) [2. REVENUE RECOGNITION](index=13&type=section&id=2.%20REVENUE%20RECOGNITION) Details the company's revenue streams, disaggregated by service type, and related deferred revenue balances **Revenue Disaggregation by Service Type (in thousands):** | Service Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Flights, net of discounts and incentives | $158,330 | $163,684 | $305,898 | $314,613 | | Other (point in time) | $22,827 | $16,162 | $42,611 | $44,946 | | Memberships (over time) | $7,474 | $16,046 | $16,663 | $32,900 | | Other (over time) | $1,006 | $393 | $1,995 | $927 | | Total Revenue | $189,637 | $196,285 | $367,167 | $393,386 | - Membership revenue decreased significantly by **53%** for the three months and **49%** for the six months ended June 30, 2025, compared to the prior year, due to streamlining offerings and shifting less frequent fliers to charter[34](index=34&type=chunk)[187](index=187&type=chunk)[200](index=200&type=chunk) - Deferred revenue totaled **$727.1 million** as of June 30, 2025, with **$358.6 million** expected to be recognized in the remainder of 2025[36](index=36&type=chunk)[37](index=37&type=chunk) [3. PROPERTY AND EQUIPMENT](index=15&type=section&id=3.%20PROPERTY%20AND%20EQUIPMENT) Presents the net book value of property and equipment, including aircraft and software development costs **Property and Equipment, Net (in thousands):** | Asset Category | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Aircraft | $397,523 | $443,193 | | Software development costs | $93,325 | $85,112 | | Total Property and equipment, net | $317,912 | $348,339 | - Total property and equipment, net, decreased by **$30.4 million** from December 31, 2024, to June 30, 2025, primarily due to a reduction in aircraft value[40](index=40&type=chunk) - Amortization expense for software development costs increased to **$11.0 million** for the six months ended June 30, 2025, from **$10.6 million** in the prior year[41](index=41&type=chunk) [4. GOODWILL AND INTANGIBLE ASSETS](index=15&type=section&id=4.%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) Details the company's goodwill, intangible assets, and related amortization expenses and liabilities **Goodwill and Intangible Assets (in thousands):** | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Goodwill | $224,419 | $217,045 | | Intangible assets, net | $87,367 | $96,904 | | Intangible liabilities, net | $9,914 | $10,677 | - Goodwill increased by **$7.374 million** due to foreign currency translation adjustments[42](index=42&type=chunk) - Net intangible assets decreased by **$9.537 million**, while intangible liabilities decreased by **$0.763 million** from December 31, 2024, to June 30, 2025[43](index=43&type=chunk)[45](index=45&type=chunk) - Future amortization expense for intangible assets is projected to be **$10.290 million** for the remainder of 2025 and **$19.703 million** in 2026[46](index=46&type=chunk) [5. CASH EQUIVALENTS AND RESTRICTED CASH](index=17&type=section&id=5.%20CASH%20EQUIVALENTS%20AND%20RESTRICTED%20CASH) Provides a breakdown of cash, cash equivalents, and restricted cash balances at period-end **Cash, Cash Equivalents, and Restricted Cash (in thousands):** | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $107,000 | $216,426 | | Restricted cash | $34,242 | $30,042 | | Total | $141,242 | $246,468 | - Cash and cash equivalents decreased by **$109.426 million** from December 31, 2024, to June 30, 2025, primarily due to a reduction in money market funds[48](index=48&type=chunk) - Restricted cash increased by **$4.2 million**, mainly due to funds held for contractual restrictions and standby letters of credit[49](index=49&type=chunk) [6. LONG-TERM DEBT](index=18&type=section&id=6.%20LONG-TERM%20DEBT) Details the company's long-term debt obligations, including Revolving Equipment Notes and Term Loan **Long-Term Debt, Net (in thousands):** | Debt Type | Maturity Date | Interest Rate (June 30, 2025) | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------------------- | :------------ | :---------------- | | Revolving Equipment Notes | 2029 | SOFR + 1.75% | $300,136 | $317,484 | | Term Loan | 2028 | 10.0% | $470,357 | $443,864 | | Total debt | | | $770,493 | $761,348 | | Long-term debt, net | | | $391,335 | $376,308 | - Total debt increased by **$9.145 million** to **$770.493 million** as of June 30, 2025, primarily due to the Term Loan[51](index=51&type=chunk) - The Revolving Equipment Notes Facility has an aggregate principal amount up to **$332.0 million**, with **$300.1 million** outstanding as of June 30, 2025, and **$31.2 million** available for future aircraft acquisitions[53](index=53&type=chunk)[218](index=218&type=chunk) - The Term Loan, totaling **$390.0 million**, accrues interest at **10%** per annum, payable-in-kind, and matures on September 20, 2028[64](index=64&type=chunk)[65](index=65&type=chunk) [7. FAIR VALUE MEASUREMENTS](index=22&type=section&id=7.%20FAIR%20VALUE%20MEASUREMENTS) Discloses fair value measurements for financial instruments, categorized by valuation input levels **Fair Value Measurements (in thousands):** | Financial Instrument | Level | June 30, 2025 Fair Value | December 31, 2024 Fair Value | | :----------------------------------- | :---- | :----------------------- | :--------------------------- | | Money market funds | 1 | $20,995 | $80,812 | | Warrant liability - Public Warrants | 2 | $13 | $13 | | Warrant liability - Private Warrants | 2 | $7 | $7 | | Revolving Equipment Notes | 3 | $307,927 | $317,484 | | Term Loan | 3 | $307,556 | $284,845 | - Money market funds, classified as Level 1, decreased significantly from **$80.8 million** to **$21.0 million**[77](index=77&type=chunk) - The Term Loan's fair value (Level 3) increased to **$307.6 million** from **$284.8 million**, estimated using a discounted cash flow analysis[77](index=77&type=chunk)[82](index=82&type=chunk) [8. LEASES](index=24&type=section&id=8.%20LEASES) Presents information on the company's lease arrangements, including lease costs and right-of-use assets **Net Lease Cost (in thousands):** | Lease Cost Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease costs | $3,732 | $7,509 | $9,350 | $15,049 | | Short-term lease costs | $1,797 | $173 | $2,665 | $386 | | Variable lease payments | $1,086 | $5,826 | $3,062 | $10,139 | | Total lease costs | $6,615 | $13,508 | $15,077 | $25,574 | - Total lease costs decreased by **51%** for the three months and **41%** for the six months ended June 30, 2025, compared to the prior year, driven by reductions in operating and variable lease payments[85](index=85&type=chunk) - The Company recorded a **$20.2 million** non-cash impairment charge in Q1 2025 for a right-of-use asset related to vacating a larger New York City corporate office space[87](index=87&type=chunk) - The weighted-average remaining lease term for operating leases is **6.8 years**, with a weighted-average discount rate of **10.5%** as of June 30, 2025[88](index=88&type=chunk) [9. STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION](index=25&type=section&id=9.%20STOCKHOLDERS%27%20EQUITY%20AND%20EQUITY-BASED%20COMPENSATION) Details changes in stockholders' equity and expenses related to equity-based compensation plans **Equity-Based Compensation Expense (in thousands):** | Expense Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Compensation expense for RSUs and PSUs | $3,306 | $3,153 | $6,440 | $6,332 | | Compensation expense for Executive Performance Plans | $4,989 | $11,115 | $14,516 | $19,147 | | Total equity-based compensation expense | $8,295 | $14,268 | $20,956 | $25,479 | - Total equity-based compensation expense decreased by **42%** for the three months and **18%** for the six months ended June 30, 2025, primarily due to a reduction in Executive Performance Plans compensation[112](index=112&type=chunk) - As of June 30, 2025, unrecognized compensation cost for non-vested RSUs was **$29.9 million** (expected over **2.8 years**) and for Executive Performance Plans was **$127.9 million** (expected over **3.5 years**)[97](index=97&type=chunk)[107](index=107&type=chunk) - The Company repurchased **225,378 shares** of Common Stock for **$0.3 million** under its Share Repurchase Program during the six months ended June 30, 2025[117](index=117&type=chunk) [10. WARRANTS](index=32&type=section&id=10.%20WARRANTS) Provides information on outstanding Warrants, their terms, and exercise status - As of June 30, 2025, **12,521,494 Warrants** (Public and Private) remain outstanding, each entitling the holder to purchase **1/10th share** of Common Stock at **$115.00** per whole share, expiring on July 13, 2026[118](index=118&type=chunk) - No Warrants had been exercised as of June 30, 2025[118](index=118&type=chunk) [11. NON-CONTROLLING INTERESTS](index=32&type=section&id=11.%20NON-CONTROLLING%20INTERESTS) Explains the accounting for non-controlling interests in consolidated entities - Wheels Up consolidates MIP LLC, recording profits interests held by other members as non-controlling interests, which are treated as permanent equity[119](index=119&type=chunk) - As of June 30, 2025, the non-controlling interests weighted-average ownership percentage was nil, and no WUP common units were issuable upon conversion of vested/unvested WUP profits interests[122](index=122&type=chunk)[123](index=123&type=chunk) [12. COMMITMENTS AND CONTINGENCIES](index=33&type=section&id=12.%20COMMITMENTS%20AND%20CONTINGENCIES) Discloses significant commitments and potential liabilities, including legal proceedings and tax estimates - The Company is involved in a lawsuit against Exclusive Jets, LLC (flyExclusive) for wrongful termination of the GRP Agreement, seeking compensatory damages and return of material deposits[126](index=126&type=chunk) - The NY State Court granted Wheels Up's motion to amend its complaint, adding FE's CEO as a defendant for piercing the corporate veil[128](index=128&type=chunk) - The Company estimates a potential sales and use tax liability of **$5.5 million** as of June 30, 2025[130](index=130&type=chunk) [13. RELATED PARTIES](index=34&type=section&id=13.%20RELATED%20PARTIES) Details transactions and balances with related parties, such as Delta - Expenses from transactions with Delta related to the Commercial Cooperation Agreement decreased to **$0.2 million** for the six months ended June 30, 2025, from **$1.1 million** in the prior year[132](index=132&type=chunk) [14. INCOME TAXES](index=34&type=section&id=14.%20INCOME%20TAXES) Presents income tax expense, effective tax rates, and deferred tax asset valuation allowances **Income Tax Expense (in thousands):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax benefit (expense) | $(959) | $(441) | $(1,037) | $(327) | | Effective tax rate | (0.5)% | (0.5)% | (0.6)% | (0.2)% | - The effective tax rate for the six months ended June 30, 2025, was **(0.6)%**, differing from the federal statutory rate primarily due to a full valuation allowance against most net deferred tax assets[134](index=134&type=chunk)[137](index=137&type=chunk) - An ownership change in Q3 2023 limits the utilization of pre-change net operating losses, but the impact is not material due to the full valuation allowance[138](index=138&type=chunk) [15. NET LOSS PER SHARE](index=36&type=section&id=15.%20NET%20LOSS%20PER%20SHARE) Calculates basic and diluted net loss per share, considering outstanding shares and anti-dilutive securities **Net Loss Per Share (in thousands, except per share data):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss attributable to Wheels Up Experience Inc. | $(82,299) | $(96,973) | $(181,612) | $(194,366) | | Basic and diluted net loss per share | $(0.12) | $(0.14) | $(0.26) | $(0.28) | | Weighted-average shares outstanding | 698,996,977 | 697,458,966 | 698,641,618 | 697,403,388 | - Basic and diluted net loss per share improved to **$(0.12)** for the three months and **$(0.26)** for the six months ended June 30, 2025, compared to **$(0.14)** and **$(0.28)** in the prior year, respectively[142](index=142&type=chunk) - Anti-dilutive securities, including Warrants, Earnout Shares, RSUs, and stock options, totaling **24.95 million** as of June 30, 2025, were excluded from diluted EPS calculation[145](index=145&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=37&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses Wheels Up's financial condition, operational results, strategic developments, and liquidity for the periods ended June 30, 2025, versus 2024 [Overview of Our Business](index=37&type=section&id=Overview%20of%20Our%20Business) Describes Wheels Up as a leading U.S. private aviation provider, offering on-demand charter and membership programs - Wheels Up is a leading U.S. private aviation provider offering on-demand charter and membership programs, leveraging a controlled aircraft fleet and a global network of charter operators[147](index=147&type=chunk)[148](index=148&type=chunk)[152](index=152&type=chunk) - The Company is executing a fleet modernization strategy to transition from four legacy private jet models to Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft, while retaining King Air 350i[153](index=153&type=chunk) **Controlled Aircraft Fleet as of June 30, 2025:** | Category | Owned | Leased | Total | | :----------------------------------- | :---- | :----- | :---- | | Premium Jets (Bombardier Challenger 300/350) | 2 | 2 | 4 | | Premium Jets (Embraer Phenom 300/350) | 17 | 1 | 18 | | Super-Midsize Jets (Cessna Citation X) | — | 24 | 24 | | Midsize Jets (Cessna Citation Excel/XLS) | 10 | 3 | 13 | | Light Jets (Cessna Citation CJ3) | — | 3 | 3 | | Light Jets (Hawker 400XP) | 25 | — | 25 | | Turboprops (King Air 350i) | 38 | — | 38 | | Total Aircraft | 92 | 35 | 127 | [Recent Developments](index=39&type=section&id=Recent%20Developments) Highlights recent strategic initiatives, including cost savings, a share repurchase program, and an extended credit facility - Wheels Up announced initiatives expected to drive approximately **$50 million** in annual cash cost savings, with full impact anticipated in Q3 and Q4 2026[157](index=157&type=chunk) - The Board approved a **$10.0 million** share repurchase program on April 30, 2025, with no expiration date[158](index=158&type=chunk) - Delta extended the availability period for the **$100.0 million** Revolving Credit Facility to September 20, 2026; no amounts were outstanding as of June 30, 2025[159](index=159&type=chunk) [Non-GAAP Financial Measures](index=39&type=section&id=Non-GAAP%20Financial%20Measures) Provides reconciliation and analysis of non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDAR, and Adjusted Contribution **Adjusted EBITDA and Adjusted EBITDAR Reconciliation (in thousands):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(82,299) | $(96,973) | $(181,612) | $(194,366) | | Adjusted EBITDA | $(29,037) | $(37,355) | $(53,187) | $(86,584) | | Adjusted EBITDAR | $(25,119) | $(28,759) | $(43,911) | $(69,844) | **Adjusted Contribution and Adjusted Contribution Margin Reconciliation (in thousands):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $189,637 | $196,285 | $367,167 | $393,386 | | Gross profit (loss) | $2,192 | $(10,998) | $1,088 | $(27,552) | | Adjusted Contribution | $23,070 | $15,298 | $45,511 | $17,313 | | Adjusted Contribution Margin | 12.2% | 7.8% | 12.4% | 4.4% | - Adjusted EBITDA improved by **22%** for the three months and **39%** for the six months ended June 30, 2025, reflecting reduced operating losses[163](index=163&type=chunk) - Adjusted Contribution Margin increased significantly by **440 basis points** for the three months and **800 basis points** for the six months ended June 30, 2025, driven by cost savings and operational efficiency[169](index=169&type=chunk)[190](index=190&type=chunk)[204](index=204&type=chunk) [Key Operating Metrics](index=42&type=section&id=Key%20Operating%20Metrics) Presents key operational performance indicators, including flight legs, utility, and on-time performance **Key Operating Metrics:** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | % Change | | :----------------------------------- | :------------------------------- | :------------------------------- | :------- | | Total Gross Bookings (in thousands) | $261,948 | $265,346 | (1)% | | Private Jet Gross Bookings (in thousands) | $208,326 | $216,843 | (4)% | | Live Flight Legs | 11,971 | 12,855 | (7)% | | Private Jet Gross Bookings per Live Flight Leg | $17,403 | $16,868 | 3% | | Utility (monthly average hours) | 41.1 | 37.4 | 10% | | Completion Rate | 98% | 98% | n/m | | On-Time Performance (D-60) | 88% | 91% | n/m | - Live Flight Legs decreased by **7%** for both the three and six months ended June 30, 2025, compared to the prior year[173](index=173&type=chunk) - Utility (monthly average hours) increased by **10%** to **41.1 hours** for the three months ended June 30, 2025, indicating improved efficiency of controlled aircraft[173](index=173&type=chunk)[174](index=174&type=chunk) - Private Jet Gross Bookings per Live Flight Leg increased by **3%** for the three months and **9%** for the six months ended June 30, 2025, due to a greater mix of flights on larger and premium cabins[173](index=173&type=chunk)[188](index=188&type=chunk)[201](index=201&type=chunk) [Results of Operations for the Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024](index=45&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20the%20Three%20Months%20Ended%20June%2030%2C%202024) Compares the company's financial performance for the three months ended June 30, 2025, against the same period in 2024 **Revenue by Type (Three Months Ended June 30, in thousands):** | Revenue Type | 2025 | 2024 | Change ($) | Change (%) | | :----------------------------------- | :----- | :----- | :--------- | :--------- | | Membership | $7,474 | $16,046 | $(8,572) | (53)% | | Flight | $158,330 | $163,684 | $(5,354) | (3)% | | Other | $23,833 | $16,555 | $7,278 | 44% | | Total | $189,637 | $196,285 | $(6,648) | (3)% | - Cost of revenue decreased by **$17.7 million (9%)**, driven by reductions in employee compensation, aircraft lease costs, and non-cash charges for parts inventory, partially offset by a **$7.7 million** increase in fleet modernization expenses[189](index=189&type=chunk) - General and administrative expenses decreased by **$5.7 million (16%)**, primarily due to a **$5.2 million** decrease in equity-based compensation related to Executive Performance Awards[193](index=193&type=chunk) - Interest expense increased by **$5.4 million (33%)**, mainly due to paid-in-kind interest associated with the Term Loan[196](index=196&type=chunk) [Results of Operations for the Six Months Ended June 30, 2025 compared to the Six Months Ended June 30, 2024](index=48&type=section&id=Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20compared%20to%20the%20Six%20Months%20Ended%20June%2030%2C%202024) Compares the company's financial performance for the six months ended June 30, 2025, against the same period in 2024 **Revenue by Type (Six Months Ended June 30, in thousands):** | Revenue Type | 2025 | 2024 | Change ($) | Change (%) | | :----------------------------------- | :----- | :----- | :--------- | :--------- | | Membership | $16,663 | $32,900 | $(16,237) | (49)% | | Flight | $305,898 | $314,613 | $(8,715) | (3)% | | Other | $44,606 | $45,873 | $(1,267) | (3)% | | Total | $367,167 | $393,386 | $(26,219) | (7)% | - Cost of revenue decreased by **$57.6 million (15%)**, driven by reduced headcount, lower aircraft lease costs, and decreased pilot travel costs, partially offset by a **$10.8 million** increase in fleet modernization expenses[203](index=203&type=chunk) - General and administrative expenses increased by **$14.9 million (21%)**, primarily due to a **$20.2 million** non-cash impairment charge for a right-of-use asset related to vacating former office space[207](index=207&type=chunk) - Interest expense increased by **$10.7 million (34%)**, mainly due to paid-in-kind interest associated with the Term Loan[210](index=210&type=chunk) [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses the company's ability to meet short-term and long-term financial obligations and funding strategies **Liquidity Position (in thousands):** | Metric | June 30, 2025 | | :----------------------------------- | :------------ | | Cash and cash equivalents | $107,000 | | Restricted cash | $34,242 | | Long-term debt obligations | $770,493 | | Working capital deficit | $668,500 | | Net cash used in operating activities (six months) | $(110,804) | - The Company expects to meet its liquidity needs for the next 12 months using cash, cash equivalents, operating cash flows, strategic asset dispositions, and borrowings under the Revolving Equipment Notes Facility and, if needed, the Revolving Credit Facility[214](index=214&type=chunk) - The Revolving Credit Facility provides **$100.0 million** in commitments from Delta, available to be drawn through September 20, 2026, with no amounts outstanding as of June 30, 2025[213](index=213&type=chunk)[220](index=220&type=chunk)[223](index=223&type=chunk) - The fleet modernization strategy is capital intensive and will be funded by existing cash, aircraft sales proceeds, operating cash flows, and available debt facilities, with potential for additional financing[230](index=230&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=56&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The Company is exposed to market risks primarily related to interest rates, aircraft fuel prices, and foreign currency exchange rates - Principal market risks include interest rates, aircraft fuel prices, and foreign currency exchange[234](index=234&type=chunk) - No material changes to market risks have occurred since the Annual Report[234](index=234&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=57&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to ongoing remediation efforts for material weaknesses - Disclosure controls and procedures were not effective as of June 30, 2025, due to ongoing remediation of material weaknesses in internal control over financial reporting[237](index=237&type=chunk) - Management believes the financial statements fairly present the Company's financial position, results of operations, and cash flows[238](index=238&type=chunk) - Remediation actions include redesigning access administration, enhancing user access review, restricting elevated access, redesigning change management procedures, and engaging external advisors[240](index=240&type=chunk) - The Company aims to complete its remediation plan before December 31, 2025, with deficiencies considered remediated only after controls operate effectively for a sufficient period[241](index=241&type=chunk) PART II. OTHER INFORMATION [ITEM 1. LEGAL PROCEEDINGS](index=59&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The Company is involved in the GRP Litigation against Exclusive Jets, LLC for wrongful termination, seeking damages and return of deposits - Wheels Up filed a lawsuit against flyExclusive for wrongful termination of the GRP Agreement, seeking compensatory damages and the return of material deposits[246](index=246&type=chunk) - The NY State Court granted Wheels Up's motion to amend its complaint, adding flyExclusive's CEO as a defendant[247](index=247&type=chunk) - FlyExclusive's financial disclosures indicate a net loss, negative operating cash flows, and a significant working capital deficit, raising concerns about its ability to fund recoverable amounts[248](index=248&type=chunk) [ITEM 1A. RISK FACTORS](index=60&type=section&id=ITEM%201A.%20RISK%20FACTORS) Highlights various risk factors that could impact the Company's business, including stock price volatility due to industry changes and macroeconomic conditions - The price of Common Stock and Warrants may be volatile due to factors like changes in the private aviation industry, general market conditions, and macroeconomic conditions[252](index=252&type=chunk) - Other factors influencing stock price volatility include competitor developments, regulatory changes, operational performance, liquidity levels, stockholder actions, and global economic/political conditions[252](index=252&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=61&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) Details equity security purchases, including shares withheld for tax liabilities and repurchases under the Share Repurchase Program **Issuer Purchases of Equity Securities (Three Months Ended June 30, 2025):** | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased under the Plans or Programs | | :----------------------------------- | :------------------------------- | :--------------------------- | :------------------------------------------------------------------------------- | :------------------------------------------------------------------------------------------------- | | April 1, 2025 through April 30, 2025 | — | $— | — | $— | | May 1, 2025 through May 31, 2025 | 31,045 | $1.64 | — | $10,000,000 | | June 1, 2025 through June 30, 2025 | 476,256 | $1.13 | 225,378 | $9,750,281 | | For the three months ended June 30, 2025 | 507,301 | $1.19 | 225,378 | | - The Company repurchased **225,378 shares** under its **$10.0 million** Share Repurchase Program during June 2025, with **$9.75 million** remaining available[253](index=253&type=chunk)[254](index=254&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=61&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) No defaults upon senior securities were reported for the period - No defaults upon senior securities[256](index=256&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=61&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the Company - Mine Safety Disclosures are not applicable[257](index=257&type=chunk) [ITEM 5. OTHER INFORMATION](index=61&type=section&id=ITEM%205.%20OTHER%20INFORMATION) Director Lee Moak terminated a Rule 10b5-1 trading arrangement for potential sale of Common Stock - Director Lee Moak terminated a Rule 10b5-1 trading arrangement for up to **63,166 shares** of Common Stock on June 13, 2025[258](index=258&type=chunk) [ITEM 6. EXHIBITS](index=62&type=section&id=ITEM%206.%20EXHIBITS) Lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report - Key exhibits include Amendment No. 3 to Credit Agreement (April 30, 2025), Amendment No. 2 to 2021 Long-Term Incentive Plan, and various certifications[261](index=261&type=chunk) [Signatures](index=64&type=section&id=Signatures) The Quarterly Report was duly signed on August 7, 2025, by the Chief Executive Officer and Chief Accounting Officer - The Quarterly Report was signed by George Mattson (CEO) and Alex Chatkewitz (Chief Accounting Officer) on August 7, 2025[267](index=267&type=chunk)