Wheels Up Experience risk analysis
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Wheels Up Experience (UP) Risk Analysis
Risk Overview Q1, 2026
Source: the company's latest filing for the period ended Mar 31, 2026, filed May 11, 2026
Risk Change Over Time
- Debt & Financing - Risk 1Our ability to obtain additional financing, refinance our existing debt obligations in the future on terms we deem attractive or access the capital markets may be limited.
We require sufficient liquidity levels for our operations and strategic business initiatives, including our ongoing multi-year business transformation and scaling our premium jet fleets. We have existing debt obligations and we expect to from time to time incur additional debt obligations or other arrangements to fund working capital requirements, other debt service obligations, strategic transactions, capital expenditures and strategic initiatives, including to scale our premium jet fleets and fund future business growth. Factors that may affect our ability to obtain additional financing, refinance existing debt obligations, close announced or committed financings or access the capital markets on terms attractive to us, or at all, include: our financial performance, operating cash flows and liquidity; the timing of capital requirements or strategic initiatives; changes in the market for our equity securities and conditions in the capital markets generally; our credit status or credit ratings; market conditions in the private aviation industry; general economic conditions and geopolitical events; and the ability to use our assets as collateral for future financings, refinancings or sale-leaseback transactions. We may also be required to seek the consent of third parties under the agreements governing our existing debt obligations and the Investor Rights Agreement for any new financing, refinancing or capital markets activity. In addition, incurring additional indebtedness may hinder our ability to obtain future debt or equity financing, result in certain counterparties being unwilling to enter business relationships with us, or adversely impact our financial performance due to, among other things, existing debt levels and the timing of maturity of our debt obligations, our debt service obligations, the unavailability of unencumbered collateral or relative lien priority, or our credit ratings or profile. External financing may not be timely available to us on terms that we deem attractive, or at all, to fund the capital needs of our business and satisfy our obligations in the ordinary course of business. Any inability to timely source additional financing on terms we deem attractive, or at all, could adversely affect our business, results of operations, financial condition, liquidity and ability to timely execute our strategic goals. Additionally, we have announced the Proposed 2026 Term Loan and may from time to time announce our intention to enter into other future financing transactions or enter into commitments with capital providers for potential financing transactions that have not closed. Such potential financing transactions are generally subject to certain terms and conditions that must be satisfied, including the completion of definitive documentation and/or due diligence reviews, in order to enter into and close such potential transactions. We can provide no assurance that we will be able to close such potential financing transactions on the terms and timeline that we initially anticipate, or at all, or that we will realize the anticipated benefits from such financings or commitments to provide available liquidity, including with respect to any such transactions that are intended to fund strategic transactions, working capital needs or our multi-year business transformation or other strategic goals. Any inability to timely close any announced or committed potential financing transaction on terms we deem attractive, or at all, could adversely affect our business, results of operations, financial condition and liquidity. Our ability to meet our debt service obligations, including required principal and interest payments on our outstanding indebtedness, will depend on future performance, which is subject to financial, economic, competitive, regulatory, and other factors beyond our control. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital, or restructure or refinance our indebtedness. We may not be able to implement any of these alternatives on satisfactory terms, or at all. Failure to meet our debt service obligations would have a material adverse effect on our business, results of operations, financial condition and liquidity.
Risk Highlights Q1, 2026
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 38
- Share Price & Shareholder Rights - Risk 1Our Organizational Documents and the Investor Rights Agreement include provisions limiting voting and control by non-U.S. Citizens.
To comply with restrictions imposed by federal law on foreign ownership of U.S. air carriers, our Organizational Documents restrict voting of capital stock held by non-U.S. Citizens. Under federal law, no more than 25% of our stock can be voted, directly or indirectly, by persons who are not U.S. Citizens, and our president/chief executive officer, at least two-thirds of our officers and at least two-thirds of the members of our Board must be U.S. Citizens. Our By-Laws provide that if the number of shares of our capital stock owned or controlled by non-U.S. Citizens exceed 25% of the voting power of our capital stock, the voting rights of the capital stock owned or controlled by non-U.S. Citizens and not registered on a separate stock record (the "Foreign Stock Record") at the time of any vote or action will be suspended. Voting power will be reinstated for such shares not registered on the Foreign Stock Record upon the earlier of (i) transfer to a U.S. Citizen and (ii) registration of the shares on the Foreign Stock Record. The Investor Rights Agreement also limits the number of shares of Common Stock held by certain Lenders that may be voted by such stockholders in a manner intended to comply with the foregoing requirements. This limitation is also referred to herein as the "Citizenship Limitation." The number of shares entered on the Foreign Stock Record may not exceed the Citizenship Limitation and if it does, the voting rights of each stockholder with capital stock registered on the Foreign Stock Record will be suspended on a pro rata basis such that the voting rights afforded to the stock registered on the Foreign Stock Record is equal to the Citizenship Limitation. Voting rights will be reinstated once the voting rights of the capital stock registered on the Foreign Stock Record ceases to exceed the Citizenship Limitation, not taking into consideration the pro rata reduction. Our transfer agent maintains the Foreign Stock Record, but each stockholder that is not a U.S. Citizen is required to register their shares of capital stock as a non-U.S. Citizen.
- Share Price & Shareholder Rights - Risk 2Our Certificate of Incorporation has an exclusive forum provision for certain lawsuits that may have the effect of discouraging certain lawsuits, including derivative lawsuits and lawsuits against our directors and officers, by limiting plaintiffs' ability to bring a claim in a judicial forum that they find favorable.
Our Certificate of Incorporation provides that, to the fullest extent permitted by law, and unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if that such court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will be the sole and exclusive forum for any claims made by any stockholder (including a beneficial owner) for any (i) derivative action or proceeding brought on our behalf, (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our Organizational Documents, (iv) action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine or (v) action asserting an "internal corporate claim" (as that term is defined in Section 115 of the DGCL). Our Certificate of Incorporation provides that federal district courts will be the sole and exclusive forum for claims under the Securities Act and Exchange Act. These provisions may discourage certain lawsuits, including derivative lawsuits and lawsuits against our directors and officers, by limiting plaintiffs' ability to bring a claim in certain judicial forums, subject to the possibility that a court could find the choice of forum provisions contained in our Certificate of Incorporation to be inapplicable or unenforceable in such action.
- Share Price & Shareholder Rights - Risk 3Delaware law and our Organizational Documents contain provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
Our Certificate of Incorporation and Amended and Restated By-Laws, effective November 15, 2023 (our "By-Laws" and, together with the Certificate of Incorporation, our "Organizational Documents") and the Delaware General Corporation Law (the "DGCL") contain provisions that could make more difficult, delay or prevent an acquisition that stockholders may consider favorable or in which they might otherwise receive a premium for their shares or limit the price that investors might be willing to pay for our Common Stock and reduce the trading price of our Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of our Board or other corporate actions. Our Organizational Documents include provisions: - providing for a classified board of directors with staggered, three-year terms and prohibiting cumulative voting in director elections, which limits the ability of minority stockholders to elect director candidates;- giving our Board the right to issue and determine the price, preferences, voting rights and other features of shares of preferred stock, including "blank check" preferred stock, without stockholder approval, which could be used to dilute the ownership of a hostile acquirer;- permitting the holders of outstanding shares of the relevant class or series having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of stockholders to act by written consent without a meeting;- giving our Board the right to amend our By-Laws, which may allow our Board to prevent an unsolicited takeover and frustrate an acquirer's attempt to amend our By-Laws to facilitate an unsolicited takeover; and - requiring stockholders to comply with advanced notice procedures to nominate director candidates or submit stockholder voting proposals, which could discourage stockholders from proposing matters for meetings of stockholders, delay changes in our Board, or discourage or deter a potential acquirer from conducting a proxy solicitation to elect the acquirer's own slate of directors or otherwise attempting to obtain control of us. In addition, the terms of the Investor Rights Agreement may have the effect of delaying or preventing hostile takeovers, changes in control or changes in our Board or management if the parties thereto then own a substantial amount of Common Stock and do not participate or consent to the applicable transaction. These provisions, alone or together, could delay or prevent hostile takeovers, changes in control or changes in our Board or management.
- Share Price & Shareholder Rights - Risk 4The NYSE may delist our Common Stock from trading on its exchange, which could limit investors' ability to transact in our securities and subject us to additional trading restrictions.
On December 17, 2025, we received a notice from the NYSE that we are no longer in compliance with Section 802.01C of the NYSE Listed Company Manual ("Section 802.01C"), which requires listed companies to maintain an average closing price per share of at least $1.00 over a consecutive 30 trading-day period. We have until June 17, 2026 to regain compliance with Section 802.01C. There can be no assurance that we will regain compliance with Section 802.01C or that we will meet the NYSE's continued listing standards in the future to maintain the listing of our Common Stock on the NYSE, which could be impacted by, among others, the trading price of our Common Stock, our results of operations in future periods, other events involving us and general economic, market and industry conditions. The delisting of our Common Stock from the NYSE or actions we may take to list on an another securities exchange, could impact the trading prices, liquidity and volatility of our Common Stock, affect our ability to obtain new financing or refinance our existing obligations and/or result in a loss of confidence by our members, customers, business partners, stockholders or employees, each of which could adversely affect our business, results of operations and financial condition.
- Share Price & Shareholder Rights - Risk 5The price of our Common Stock may be volatile, including due to dilutive issuances of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock.
An investment in our Common Stock involves risk and the price of our Common Stock may fluctuate due to factors within and outside of our control, including the risk factors and discussions described in this Annual Report or our future filings with the SEC. In addition, we have completed, and may in the future complete, dilutive issuances of Common Stock, other equity securities or securities convertible into or exchangeable or exercisable for Common Stock, including pursuant to our current at-the-market Common Stock offering program. The issuance of additional Common Stock, other equity securities or securities convertible into or exchangeable or exercisable for Common Stock, whether pursuant to public offerings or at-the-market equity distribution programs, private placements, equity incentive plans, existing instruments or otherwise, may result in additional dilution to existing holders of Common Stock and adversely affect the market price and volatility of our Common Stock. In addition, certain of our Lenders hold enough shares of Common Stock as of the date of this Annual Report to provide the required stockholder approval for equity incentive plans under which we grant equity awards settleable into Common Stock to certain directors, executive officers and employees. Any of the foregoing that increase the number of outstanding shares of Common Stock will decrease the percentage ownership held by our existing stockholders and their relative voting power. Also, any future dilutive issuance could be the subject of stockholder litigation or disputes, which could adversely affect our business, results of operations and financial condition.
- Share Price & Shareholder Rights - Risk 6Certain stockholders, which are also lenders to the Company, have significant influence over the Company.
As of the date of this Annual Report, Delta, CK Wheels and CIH collectively own a substantial majority of the outstanding Common Stock. Such stockholders have sufficient voting power to significantly influence all matters requiring stockholder approval, whether at a meeting of stockholders or by written consent as permitted under our Certificate of Incorporation, including the election of directors (including the right to designate nine of the twelve directors on our Board), changes to our Board and management and approval of strategic corporate transactions. Additionally, such stockholders, in their capacity as Lenders under the Credit Agreement, must consent to certain transactions and can direct the agent under the Credit Agreement to exercise or refrain from exercising remedies in the event of a default. As a result, such stockholders in their capacity as stockholders and lenders, may exhibit significant influence over the Company, including for commercial and strategic transactions and other business initiatives involving such stockholders. The interests or objectives of these stockholders may differ from the interests or objectives of the Company and/or other stockholders. In addition, sales by our largest stockholders of our Common Stock in the public market or the perception in the market that they intend to sell shares could increase the volatility of our Common Stock price or result in a sustained market price decrease. The perception or expectation among the public regarding any such sales or the ability of such stockholders to maintain certain rights tied to the level of ownership of Common Stock could also contribute to a decline in the market price of our Common Stock. Similarly, if these stockholders assign or transfer their rights and obligations under the Term Loan or Revolving Credit Facility to third parties, the third parties could exercise,among other things, certain consent and voting rights pursuant to the terms of the Credit Agreement, which could have an adverse effect on our business, results of operations and financial condition.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.
