
	Maturity Date	Interest Rate per Annum as of June 30, 2026	June 30, 2026		December 31, 2025

Series A Equipment Notes	2029	SOFR + 1.75%	$	189,152	$	173,239
Series B Equipment Notes	2027	5.97%	66,152		—
2026 Term Loan	2028	12%	101,067		—
2023 Term Loans	2028	10%	514,283		489,368
2023 Revolving Credit Facility(1)	2028	10%	48,452		8,712
Total debt			919,106		671,319
Less: Total unamortized debt discount and debt issuance costs			316,852		335,922
Less: Current maturities of long-term debt			21,070		19,039
Long-term debt, net			$	581,184	$	316,358

(1) As of June 30, 2026, includes $11.3 million outstanding in connection with the Credit Support Premium (as defined below), which will become due and payable in-full upon the earlier of repayment and extinguishment of the Revolving Equipment Notes Facility (as defined below) and the termination of Delta’s obligation to provide credit support for the Revolving Equipment Notes Facility. The Credit Support Premium constitutes a Revolving Loan (as defined in the 2023 Credit Agreement (as defined below)) under the 2023 Credit Agreement; however, any such accrued amounts do not reduce Delta’s $100.0 million commitment available to be borrowed by the Company from time to time until September 20, 2028 under the 2023 Revolving Credit Facility (as defined below).

•Series A-1 equipment notes (collectively, the “Series A Equipment Notes”) in an aggregate principal amount up to $332.0 million (the “Series A Equipment Notes Facility”), pursuant to a Note Purchase Agreement, dated as of November 13, 2024 (the “Series A NPA”), among WUP LLC, Wilmington Trust, National Association (“Wilmington Trust”), as subordination agent and trustee, and Wheels Up Class A-1 Loan Trust 2024-1, a Delaware statutory trust (of which an initial $331.3 million aggregate principal amount of Series A Equipment Notes were issued by WUP LLC on November 13, 2024 for gross proceeds equal to approximately 98.75% of the principal amount of the initial Series A Equipment Notes); and

$68.0 million (the “Series B Commitment Amount” and such facility, the “Series B Equipment Notes Facility” and, together with the Series A Equipment Notes Facility, the “Revolving Equipment Notes Facility”), pursuant to a Note Purchase Agreement, dated as of May 21, 2026 (the “Series B NPA” and, together with the Series A NPA, the “NPAs”), among WUP LLC, Wilmington Trust, as subordination agent and trustee, and Wheels Up Class B-1 Loan Trust 2024-1, a Delaware statutory trust (of which all $68.0 million aggregate principal amount of Series B Equipment Notes were issued by WUP LLC on May 21, 2026 for gross proceeds equal to 100% of the principal amount of the initial Series B Equipment Notes).

Pursuant to the NPAs, any amounts of principal repaid by WUP LLC on and from November 13, 2024 to November 13, 2027, in the case of the Series A Equipment Notes, or on and from May 21, 2026 to November 23, 2027, in the case of the Series B Equipment Notes (as applicable, the “Availability Period”), either due to regular principal amortization payments, as applicable, or the early redemption of principal amounts related to any aircraft secured by the Revolving Equipment Notes Facility, will become available to be re-borrowed by WUP LLC for the purchase of additional aircraft to be secured by such facility during the applicable Availability Period, subject to certain conditions.

The Series A Equipment Notes are scheduled to mature on November 13, 2029 (the “Series A Maturity Date”) and require annual amortization of principal amount equal to 10% per annum through the end of the applicable Availability Period and 12% per annum thereafter to the Series A Maturity Date, in each case payable in cash quarterly on the same dates as interest payments. Interest on the Series A Equipment Notes accrues at the variable rate of the then applicable three-month secured overnight funds rate (“SOFR”) plus 1.75% per annum during the applicable Availability Period, SOFR plus 2.25% per annum immediately after the end of the applicable Availability Period to November 13, 2028, and SOFR plus 2.75% per annum from November 13, 2028 to the Series A Maturity Date. Interest on the Series A Equipment Notes is payable in cash quarterly on February 15, May 15, August 15 and November 15 of each year and on the Series A Maturity Date. WUP LLC must also pay a customary commitment fee on unused amounts available to be borrowed under the Series A Equipment Notes Facility.

The Series B Equipment Notes are scheduled to mature on November 23, 2027 (the “Series B Maturity Date”). Interest on the Series B Commitment Amount accrues at 5.97% per annum from May 21, 2026 to the Series B Maturity Date, regardless of whether funds are drawn under a Series B Revolving Equipment Note. Interest on the Series B Commitment Amount is payable in cash quarterly on the same principal and interest payment schedule as the Series A Equipment Notes and on the Series B Maturity Date. There are no amortization of principal payments or commitment fees associated with the Series B Equipment Notes and Series B Commitment Amount.

Under the NPAs, Revolving Equipment Notes are issued from time to time pursuant to a Trust Indenture and Mortgage, dated November 13, 2024 (collectively with Amendment No. 1 thereto, dated as of May 21, 2026, and all supplements thereto, the “Trust Indenture”), between WUP LLC and Wilmington Trust, as mortgagee. The NPA, Trust Indenture and related guarantees contain certain covenants, including with respect to each series of Revolving Equipment Notes, a limitation on the maximum loan to value ratio of all aircraft financed under the Revolving Equipment Notes Facility and a requirement that WUP LLC maintain a liquidity reserve in the form of a cash amount and/or a letter of credit equal to six months of interest charges based on the aggregate principal amount of Revolving Equipment Notes outstanding on any regularly scheduled principal and interest payment date, and with respect to the Series A Equipment Notes, a limitation on the maximum concentration of the outstanding aggregate principal amount for Series A Equipment Notes for specified models of aircraft relative to the outstanding aggregate principal amount of all aircraft financed thereunder, in each case subject to certain cure rights of the Company. The Trust Indenture contains customary events of default for facilities of its type, as well as an event of default that would be triggered upon the occurrence and continuation of an event of default by Delta under its current revolving credit agreement or any replacements thereof.

As of June 30, 2026, the Series A Equipment Notes and Series B Equipment Notes were secured by senior liens on 47 and 39, respectively, of our owned aircraft and in the future will be secured by senior liens on additional aircraft financed under the respective facilities (collectively, the “Revolving Equipment Notes Collateral”). WUP LLC may redeem any Revolving Equipment Note, including in connection with the sale of an aircraft that constitutes Revolving Equipment Notes Collateral or otherwise, at any time, and is not required to pay prepayment

premiums for such early redemptions. The maturity of the Revolving Equipment Notes may be accelerated upon the occurrence of certain events of default, including the failure by WUP LLC (in some cases after notice or the expiration of a grace period, or both) to make payments thereunder when due, a failure to comply with certain covenants and certain bankruptcy events involving the Company, its guarantors or Delta. WUP LLC’s obligations under the Revolving Equipment Notes are guaranteed by the Company, WUP and WUPJ, which has a FAA Part 135 operating certificate. In the future, WUP LLC must cause any of its subsidiaries and affiliates that hold a FAA Part 135 operating certificate to become a guarantor under the Revolving Equipment Notes Facility under certain circumstances.


	Three Months Ended June 30, 2026			Six Months Ended June 30, 2026
	Principal Amount ($) (in thousands)		Number of Aircraft	Principal Amount ($) (in thousands)		Number of Aircraft

Series A Equipment Notes:
Issuances	$	21,602	3	$	82,302	12
Redemptions	$	23,987	11	$	55,887	20
Series B Equipment Notes:
Issuances	$	2,812	1	$	2,812	1
Redemptions	$	4,659	4	$	4,659	4

As of June 30, 2026, the carrying values of the 47 and 39 aircraft that were subject to liens under outstanding Series A Equipment Notes and Series B Equipment Notes, respectively, were $234.2 million and $220.5 million, respectively. Amortization expense for debt discounts and deferred financing costs of $0.5 million and $0.5 million associated with the Revolving Equipment Notes Facility were recorded in Interest expense in the condensed consolidated statement of operations for the three and six months ended June 30, 2026, respectively, and $0.7 million and $0.9 million were recorded in Interest expense in the condensed consolidated statement of operations for the three and six months ended June 30, 2025, respectively.

Delta provides credit support for the Revolving Equipment Notes Facility, which effectively guarantees WUP LLC’s payment obligations thereunder upon the occurrence and continuation of specified events of default, in exchange for an annual fee as a percentage of the aggregate principal amounts drawn under the Revolving Equipment Notes Facility that is payable-in-kind by the Company and accrues interest over the life of the Revolving Equipment Notes Facility (the “Credit Support Premium”). The Credit Support Premium constitutes a revolving loan payable to Delta under the 2023 Revolving Credit Facility. Amounts in respect of the Credit Support Premium accrue while the Revolving Equipment Notes are outstanding and include interest that is compounded and capitalized on the last day of each calendar quarter; however, any such accrued amounts do not reduce Delta’s $100.0 million commitment under the 2023 Revolving Credit Facility. The Credit Support Premium will become due and payable in-full upon the earlier of repayment and extinguishment of the Revolving Equipment Notes Facility and the termination of Delta’s obligation to provide credit support for the Revolving Equipment Notes Facility. Amounts outstanding in connection with the Credit Support Premium are consolidated with amounts outstanding under the 2023 Revolving Credit Facility in the long-term debt table above. The Company has agreed with Delta to limit the total obligations outstanding at any time under the Revolving Equipment Notes Facility to no more than $400.0 million.

On September 20, 2023, the Company entered into a Credit Agreement (the “Original 2023 Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors (collectively with the Company, the “Loan Parties”), Delta, CK Wheels LLC (“CK Wheels”), and Cox Investment Holdings, LLC (“Cox” and, collectively with Delta and CK Wheels, the “Lead Lenders”), and U.S. Bank Trust Company, N.A. (“U.S. Bank”), as administrative agent and collateral agent, pursuant to which (i) the Lead Lenders provided a term loan (the “Initial 2023 Term Loan”) in the aggregate original principal amount of $350.0 million and (ii) Delta provided commitments for a revolving loan facility (the “2023 Revolving Credit Facility”) in the aggregate original principal amount of $100.0 million. On September 20, 2023, the Lead Lenders made the Initial 2023 Term Loan of $350.0 million to the Company for net proceeds before transaction-related expenses of $343.0 million.

On November 15, 2023, the Company entered into Amendment No. 1 to Credit Agreement (the “First 2023 Credit Agreement Amendment” and, collectively with the Original Credit Agreement, as further amended by Amendment No. 2 to Credit Agreement, dated as of November 13, 2024, as further amended by Amendment No. 3 to Credit Agreement, dated as of April 30, 2025, as further amended by Amendment No. 4 to Credit Agreement, dated as of May 29, 2026, and as further amended by Amendment No. 5 to Credit Agreement, dated as of July 31, 2026, the “2023 Credit Agreement”), by and among the Company, as borrower, the other Loan Parties party thereto, as guarantors, the Lead Lenders, and certain other lenders named therein (collectively, the “Incremental 2023 Term Lenders” and, collectively with the Lead Lenders, the “2023 Lenders”), and the U.S. Bank, in its capacity as administrative agent and collateral agent, pursuant to which, among other things, the Incremental 2023 Term Lenders joined the 2023 Credit Agreement and made an additional term loan (the “Incremental 2023 Term Loan” and, together with the Initial 2023 Term Loan, the “2023 Term Loans” and, together with the 2023 Revolving Credit Facility, the “2023 Credit Facility”) to the Company in the aggregate original principal amount of $40.0 million on November 15, 2023 for net proceeds before transaction-related expenses of $39.2 million. Upon the closing of the Incremental Term Loan and as of June 30, 2026, the loans under the 2023 Credit Agreement consisted of (i) the 2023 Term Loans in the aggregate principal amount of $390.0 million and (ii) the 2023 Revolving Credit Facility representing a commitment from Delta in the aggregate original principal amount of $100.0 million.

The scheduled maturity date for the 2023 Term Loans and 2023 Revolving Credit Facility is September 20, 2028, in each case subject to earlier termination upon acceleration or termination of any obligations upon the occurrence and continuation of an event of default. The Company may borrow available amounts under the 2023 Revolving Credit Facility at any time through September 20, 2028 in an amount and to the extent that after giving pro forma effect to any borrowing thereunder, our Unrestricted Cash Amount (as defined in the 2023 Credit Agreement) will not exceed $100.0 million. The availability period for the 2023 Revolving Credit Facility may be extended at any time by agreement between Delta and the Company. During the three and six months ended June 30, 2026, we incurred aggregate borrowings of $60.0 million and $100.0 million, respectively, and made aggregate repayments of $64.7 million and $64.7 million, respectively, aggregate principal amount (excluding repayments of accrued interest and capitalized paid-in-kind interest that are reflected in Interest expense in the condensed consolidated statements of operations for the three and six months ended June 30, 2026) under the 2023 Revolving Credit Facility. As of June 30, 2026, $64.7 million remained available to be drawn under the Revolving Credit Facility with respect to Delta’s $100.0 million commitment.

Interest on the 2023 Term Loans and borrowings under the 2023 Revolving Credit Facility (each, a “2023 Loan” and collectively, the “2023 Loans”) accrues at a rate of 10% per annum on the unpaid principal balance of the Loans then outstanding. Accrued interest on each 2023 Loan is payable-in-kind as compounded interest and capitalized to the principal amount of the applicable 2023 Loan on the last day of each of March, June, September and December each year and the applicable maturity date. If in the future the Company or its subsidiaries either redeem in-full all outstanding Revolving Equipment Notes or commence payoff at maturity thereof, the Company may elect to make interest payments or some portion thereof on any 2023 Loans then outstanding in cash. Upon the occurrence and during the continuation of an Event of Default (as defined in the 2023 Credit Agreement), interest will continue to accrue on (i) the unpaid principal balance of the 2023 Loans at the rate then applicable to such 2023 Loans plus 2% per annum and (ii) all other outstanding obligations, liabilities, interest, expenses, fees and other

The 2023 Credit Agreement also contains certain covenants and events of default, including a cross-default provision to any other Material Indebtedness (as defined in the 2023 Credit Agreement) of the Company, in each case customary for transactions of this type. The obligations under the 2023 Credit Agreement are secured by a first-priority lien on unencumbered assets of the Loan Parties (excluding any segregated account exclusively holding customer deposits and certain other assets, in each case as specified in the 2023 Credit Agreement and related collateral documents) and a subordinated lien on the Revolving Equipment Notes Collateral. The obligations under the 2023 Credit Agreement are subordinated in right of payment to the obligations under the 2026 Term Loan (as defined below). The 2023 Credit Agreement is guaranteed by all U.S. subsidiaries and certain non-U.S. direct and indirect subsidiaries of the Company and the equity interests of such subsidiaries have been pledged as collateral. In the future, the Company may be required to add any new or after-acquired subsidiaries of the Company that meet certain criteria as guarantors. As of June 30, 2026, the Company was in compliance with the covenants under the 2023 Credit Agreement and related credit documents.

In connection with the funding of the Initial 2023 Term Loan, the Company entered into the Investment and Investor Rights Agreement, dated as of September 20, 2023 (the “Original Investor Rights Agreement”), by and among the Company and the Lead Lenders, pursuant to which the Company issued to the Lead Lenders 7,065,683 shares of Common Stock in the aggregate (the “Initial Shares”) in a private placement (the “Initial Issuance”) on September 20, 2023. In addition, the Company agreed to issue an additional 26,496,261 shares of Common Stock in the aggregate (the “Deferred Shares” and, together with the Initial Shares, the “Investor Shares”) in a subsequent private placement (the “Deferred Issuance” and, together with the Initial Issuance, the “Investor Issuances”).

In connection with the transactions contemplated by the First 2023 Credit Agreement Amendment, the Company entered into Amendment No. 1 to Investment and Investor Rights Agreement, dated as of November 15, 2023 (the “First Investor Rights Agreement Amendment” and, collectively with the Original Investor Rights Agreement, Amendment No. 2 to Investment and Investor Rights Agreement, dated September 22, 2024, Amendment No. 3 to Investment and Investor Rights Agreement, dated September 21, 2025, Amendment No. 4 to Investment and Investor Rights Agreement, dated May 23, 2026, and the Investor Rights Agreements Joinders (as defined below), the “Investor Rights Agreement”), with each Lead Lender, which contained, among others, certain revisions to reflect the issuance of the Deferred Shares. Substantially concurrently with entering into the First Investor Rights Agreement Amendment on November 15, 2023, the Company and Lead Lenders entered into joinders to the Investor Rights Agreement (collectively, the “Investor Rights Agreement Joinders”) with each Incremental 2023 Term Lender (or its applicable affiliate), pursuant to which each Incremental 2023 Term Lender (or its applicable affiliate) joined the Investor Rights Agreement and assumed the rights and obligations of an Additional Investor (as defined in the Investor Rights Agreement) thereunder, including the right to receive a pro rata portion of the Investor Shares. The Company issued the Deferred Shares to the 2023 Lenders on November 15, 2023 in a private placement. Following the Deferred Issuance, each 2023 Lender had been issued a number of shares of Common Stock equal to its pro rata portion of the Investor Shares based on its participation in the 2023 Term Loans.

In accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging, the Company determined that the 2023 Term Loans, Initial Issuance and Deferred Issuance did not contain any features that would qualify as a derivative or embedded derivative and require bifurcation. In addition, the Company determined the Initial Issuance and Deferred Issuance should be classified as equity. In accordance with ASC 470, Debt, the allocation on a relative fair value basis resulted in gross amounts recorded of $44.9 million for the Initial 2023 Term Loan, $64.2 million for the Initial Issuance and $240.9 million for the Deferred Issuance, in each case during the year ended December 31, 2023.

In accordance with ASC 815, Derivatives and Hedging, the Company determined the reallocation of the Deferred Issuance between the 2023 Lenders in connection with the First 2023 Credit Agreement Amendment and Investor Rights Agreement Joinders and the related issuance of a pro rata portion of the Investor Shares to the Incremental 2023 Term Lenders on November 15, 2023 represented a modification of a freestanding equity-classified written call option and the modification was to be recognized as if cash had been paid as consideration for

the shares of Common Stock issued to the Incremental 2023 Term Lenders (collectively, the “Reallocated Shares”). Accordingly, the Reallocated Shares were treated as a debt discount in accordance with the guidance in ASC 835, Interest, and the value of the Incremental 2023 Term Loan and the Reallocated Shares was apportioned using a relative fair value allocation that resulted in gross amounts recorded during the three months ended December 31, 2023 of $9.4 million for the Incremental 2023 Term Loan and $30.6 million for the Reallocated Shares.

Aggregate issuance costs of $29.5 million were incurred in connection with the Original 2023 Credit Agreement, First 2023 Credit Agreement Amendment, Original Investor Rights Agreement and First Investor Rights Agreement Amendment. The deferred issuance costs were allocated on a relative fair value basis, resulting in an allocation of $4.1 million in the aggregate for the 2023 Term Loans and $25.4 million in the aggregate for the Investor Issuances. The initial carrying value of the 2023 Term Loans was $41.4 million as of September 20, 2023, which reflected $3.4 million of unamortized debt issuance costs and $305.2 million of unamortized debt discount. The initial carrying value of the Incremental 2023 Term Loan was $8.7 million as of November 15, 2023, which reflected $0.7 million of unamortized debt issuance costs and $30.6 million of unamortized debt discount.

Amortization of debt discounts and deferred issuance costs associated with the 2023 Term Loans of $11.6 million and $20.5 million were recorded in Interest expense in the condensed consolidated statement of operations for the three and six months ended June 30, 2026, respectively, and $3.2 million and $4.8 million were recorded in Interest expense in the condensed consolidated statement of operations for the three and six months ended June 30, 2025, respectively.

On May 29, 2026, the Company entered into a Credit Agreement (the “2026 Credit Agreement”), by and among the Company, as borrower, certain Loan Parties, each of the Lead Lenders, and U.S. Bank, as administrative agent, pursuant to which the Lead Lenders provided an unsecured term loan to the Company in the aggregate original principal amount of $100.0 million (the “2026 Term Loan”), the net proceeds of which were received by the Company on May 29, 2026.

Pursuant to the 2026 Credit Agreement, the Company, with the consent of the Required Lenders (as defined in the 2026 Credit Agreement), may request additional term loan commitments in an aggregate original principal amount up to an additional $100.0 million (each, an “Incremental 2026 Term Loan”), subject to lender participation and certain other requirements set forth in the 2026 Credit Agreement. To the extent any Incremental 2026 Term Loan is not advanced by the Lead Lenders and is instead advanced by any additional lender with the consent of each Lead Lender, any such additional lender would join the 2026 Credit Agreement and become a “Lender” thereunder.

The scheduled maturity date for the 2026 Term Loan is the earliest to occur of (i) 91 days prior to the “Scheduled Maturity Date” under the 2023 Credit Agreement, which is currently scheduled to mature on September 20, 2028, (ii) May 29, 2029 and (iii) the acceleration or termination of any obligations upon the occurrence and continuation of an Event of Default (as defined in the 2026 Credit Agreement) (as applicable, the “2026 Term Loan Maturity Date”). Interest on the 2026 Term Loan accrues at a rate of 12% per annum on the unpaid principal balance then outstanding. Accrued interest on the 2026 Term Loan is payable-in-kind as compounded interest and capitalized to the principal amount of the 2026 Term Loan on the last day of each of March, June, September and December each year and the 2026 Term Loan Maturity Date; however, the Company may, at its option, elect to make interest payments in cash at any interest payment date. Upon the occurrence and during the continuation of an Event of Default (as defined in the 2026 Credit Agreement), (A) accrued interest as of the date of any such repayment or prepayment that has not yet been capitalized to the principal amount repaid or prepaid must be paid in cash, and (B) interest will continue to accrue on (y) the unpaid principal balance of the 2026 Term Loan at the rate then applicable to such 2026 Term Loan plus 2% per annum and (z) all other outstanding obligations, liabilities, interest, expenses, fees and other sums outstanding under the 2026 Credit Agreement, at a rate equal to the Alternate Base Rate (as defined in the 2026 Credit Agreement) plus 2% per annum.

2026 Credit Agreement are senior in right of payment to the obligations under the 2023 Credit Agreement. The 2026 Term Loan Maturity Date is expected to occur before the maturity date under the 2023 Credit Agreement and its repayment prior to amounts due and owing under the 2023 Credit Agreement is permitted under the 2023 Credit Agreement. The 2026 Term Loan is unsecured, but has been initially guaranteed by all U.S. subsidiaries and certain non-U.S. direct and indirect subsidiaries of the Company. In the future, the Company may be required to add any new or after-acquired subsidiaries of the Company that meet certain criteria as guarantors. As of June 30, 2026, the Company was in compliance with the covenants under the 2026 Credit Agreement and related credit documents.

Amortization of debt discounts and deferred issuance costs associated with the 2026 Term Loan of $(0.4) million and $(0.4) million were recorded in Interest expense in the condensed consolidated statement of operations for the three and six months ended June 30, 2026, respectively, and nil was recorded in Interest expense in the condensed consolidated statement of operations for each of the three and six months ended June 30, 2025.