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On August 29, 2025, Wheels Up Experience Inc. (the "Company") entered into an ATM Equity OfferingSM Sales Agreement (the "ATM Sales Agreement") with each of BofA Securities, Inc. and Jefferies LLC (each, a "Sales Agent" and together, the "Sales Agents"), pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $50.0 million of its Class A common stock, $0.0001 par value per share ("Common Stock" and such amount of shares of Common Stock, the "Shares"), through the Sales Agents. Sales of the Shares made pursuant to the ATM Sales Agreement, if any, may be made by any method deemed to be an "at the market offering" as defined in Rule 415(a)(4) of the Securities Act of 1933, 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 prevailing market prices or at negotiated prices and block trades. Actual sales will depend on 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 (as defined below) and determinations by the Company of the appropriate sources of funding for the Company and its subsidiaries.
The offer and sales of the Shares, if any, made pursuant to the ATM Sales Agreement, will be made under the Company's Registration Statement on Form S-3 (File No. 333-284063) filed by the Company with the U.S. Securities and Exchange Commission on December 27, 2024 and declared effective on January 10, 2025, as supplemented by a prospectus supplement, dated August 29, 2025 (as amended or supplemented from time to time, the "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.
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