Exhibit 99.1
WHEELS UP EXPERIENCE INC.
AMENDED RECONCILIATIONS OF
ADJUSTED EBITDA AND ADJUSTED EBITDAR TO NET INCOME (LOSS) (UPDATED DEFINITION - IN THOUSANDS)
IN SECOND QUARTER 2026 EARNINGS PRESS RELEASE AND INVESTOR LETTER
As amended as of October 9, 2026

Amended Reconciliations of Adjusted EBITDA and Adjusted EBITDAR to Net income (loss) (Updated Definition – in thousands)

Three Months EndedYear Ended
March 31, 2026December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2024September 30, 2024June 30, 2024March 31, 2024December 31, 2025December 31, 2024
Net loss$(82,958)$(28,875)$(83,730)$(82,299)$(99,313)$(87,538)$(57,731)$(96,973)$(97,393)$(294,217)$(339,635)
Add back (deduct):
Interest expense25,307 24,996 23,510 22,084 19,880 18,089 16,041 16,667 14,555 90,470 65,352 
Interest income(242)(405)(631)(836)(1,148)(922)(907)(285)(56)(3,020)(2,170)
Income tax expense (benefit)509 1,134 1,332 959 78 494 405 441 (114)3,503 1,226 
Other expense (income), net11 1,248 (4)470 (301)218 149 221 129 1,413 717 
Depreciation and amortization11,714 13,545 13,926 13,490 20,210 13,074 12,484 15,593 15,395 61,171 56,546 
Change in fair value of warrant liability— — — — — 17 (107)70 28 — 8 
Loss (gain) on divestiture— 152 (1,833)— — 1,400 — — (3,403)(1,681)(2,003)
Loss (gain) on disposal of assets, net117 (1,211)(480)20 (3,289)1,538 (70)(136)1,963 (4,960)3,295 
Equity-based compensation expense11,388 11,975 12,499 8,295 12,661 12,613 7,885 14,268 11,211 45,430 45,977 
Integration and transformation expense(1)
494 1,021 2,866 183 1,183 — — — — 5,253 — 
Fleet modernization expense(2)
— 9,008 8,697 7,972 5,147 28,135 — — — 30,824 28,135 
Legacy fleet retirement(3)
4,984 — — — — — — — — — — 
Restructuring charges(4)
— — — — — 365 970 4,371 2,144 — 7,850 
Atlanta Member Operations Center set-up expense(5)
— — — — — — — 458 3,023 — 3,481 
Certificate consolidation expense(6)
— — — — — 794 1,143 3,674 1,138 — 6,749 
Other(7)
613 340 624 625 20,742 416 (244)4,276 2,151 22,331 6,599 
Adjusted EBITDA (previous definition)$(28,063)$32,928 $(23,224)$(29,037)$(24,150)$(11,307)$(19,982)$(37,355)$(49,229)$(43,483)$(117,873)
Aircraft lease costs(8)
9,762 3,980 3,573 3,918 5,358 8,133 8,387 8,596 8,143 16,829 33,260 
Adjusted EBITDAR (previous definition)$(18,301)$36,908 $(19,651)$(25,119)$(18,792)$(3,174)$(11,595)$(28,759)$(41,086)$(26,654)$(84,613)
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Three Months EndedYear Ended
March 31, 2026December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2024September 30, 2024June 30, 2024March 31, 2024December 31, 2025December 31, 2024
Adjusted EBITDA (previous definition)$(28,063)$32,928 $(23,224)$(29,037)$(24,150)$(11,307)$(19,982)$(37,355)$(49,229)$(43,483)$(117,873)
Adjustments:
(Gain) loss on sale of aircraft held for sale(2,508)(39,272)(3,737)(2,203)(6,551)(1,942)(190)234 (2,724)(51,763)(4,622)
Loss on extinguishment of debt17 40 19 22 38 504 289 805 1,706 119 3,304 
Adjusted EBITDA (updated definition)$(30,554)$(6,304)$(26,942)$(31,218)$(30,663)$(12,745)$(19,883)$(36,316)$(50,247)$(95,127)$(119,191)
Three Months EndedYear Ended
March 31, 2026December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2024September 30, 2024June 30, 2024March 31, 2024December 31, 2025December 31, 2024
Adjusted EBITDAR (previous definition)$(18,301)$36,908 $(19,651)$(25,119)$(18,792)$(3,174)$(11,595)$(28,759)$(41,086)$(26,654)$(84,613)
Adjustments:
(Gain) loss on sale of aircraft held for sale(2,508)(39,272)(3,737)(2,203)(6,551)(1,942)(190)234 (2,724)(51,763)(4,622)
Loss on extinguishment of debt17 40 19 22 38 504 289 805 1,706 119 3,304 
Adjusted EBITDAR (updated definition)$(20,792)$(2,324)$(23,369)$(27,300)$(25,305)$(4,612)$(11,496)$(27,720)$(42,104)$(78,298)$(85,931)
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(1)Consists of expenses associated with the Company’s global integration efforts, including charges for employee separation programs and third-party advisor costs.
(2)Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning the Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy, as well as certain cash and non-cash costs incurred associated with exiting legacy private jet models.
(3)Includes expenses related to the retirement of our legacy aircraft as part of our fleet transition and efficiency and cost reduction initiatives.
(4)Includes charges for contract termination fees and employee separation programs as part of our cost reduction and strategic business initiatives.
(5)Consists of expenses associated with establishing our Member Operations Center located in the Atlanta, Georgia area and its operations, primarily including redundant operating expenses during the transition period, relocation expenses for employees and costs associated with onboarding new employees.
(6)Consists of expenses incurred to execute the consolidation of our U.S. Federal Aviation Administration operating certificates, primarily related to pilot training and retention programs, and consultancy fees associated with planning and implementing the consolidation process.
(7)For the three months ended March 31, 2026, primarily consists of on-going lease costs for our former New York City corporate office space, which we vacated during the first quarter of 2025. For the three months ended March 31, 2025 and year ended December 31, 2025, includes a $20.2 million non-cash, pre-tax right-of-use asset impairment charge associated with vacating our former New York City corporate office space for a smaller, centralized location and related on-going lease costs for the vacated space. For each of the three months ended March 31, 2024, June 30, 2024 and September 30, 2024 and the year ended December 31, 2024, includes collections of certain aged receivables, which were added back to Net loss in the reconciliation presented for the year ended December 31, 2022. For the three months ended March 31, 2024 and year ended December 31, 2024, includes (i) reserves and/or write-off of certain aged receivables associated with the aircraft management business divested on September 30, 2023 and (ii) expenses associated with ongoing litigation matters. For the three months ended June 30, 2024 and year ended December 31, 2024, includes amounts reserved during the second quarter of 2024 related to Parts and supplies inventory deemed in excess after revision of future business needs associated with strategic business initiatives.
(8)Aircraft lease costs are reflected in Cost of revenue on the consolidated statement of operations for the applicable period. We started reporting Adjusted EBITDAR beginning with the three months ended March 31, 2025.



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Use of Non-GAAP Financial Measures
This Exhibit 99.1 refers to and includes Adjusted EBITDA and Adjusted EBITDAR, which are non-GAAP financial measures. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be considered as an alternative to any performance measures derived in accordance with GAAP. Definitions and reconciliations of non-GAAP financial measures to their most comparable GAAP counterparts are included in the sections titled “Definitions of Non-GAAP Financial Measures” and “Amended Reconciliations of Adjusted EBITDA and Adjusted EBITDAR to Net income (loss) (Updated Definition - in thousands)”, respectively, in this Exhibit 99.1. Wheels Up Experience Inc. (the “Company”, “our” or “we”) believes that these non-GAAP financial measures provide useful supplemental information to investors about the Company. However, there are certain limitations related to the use of these non-GAAP financial measures and their nearest GAAP measures, including that they exclude significant expenses that are required to be recorded in the Company’s financial measures under GAAP. Other companies may calculate non-GAAP financial measures differently, or may use other measures to calculate their financial performance, and therefore, the Company’s non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies.
Definitions of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDAR. We calculate Adjusted EBITDA as Net income (loss) adjusted for (i) Interest income (expense), (ii) Income tax expense, (iii) Depreciation and amortization, (iv) Equity-based compensation expense and (v) other items not indicative of our ongoing operating performance, including but not limited to, restructuring and integration-related charges and non-cash gains and losses on sales of aircraft or other assets. We calculate Adjusted EBITDAR as Adjusted EBITDA, as further adjusted for aircraft lease costs.

We include Adjusted EBITDA and Adjusted EBITDAR as supplemental measures for assessing operating performance, to be used in conjunction with bonus program target achievement determinations, strategic internal planning, annual budgeting, allocating resources and making operating decisions, and to provide useful information for historical period-to-period comparisons of our business, as each measure removes the effect of certain non-cash expenses and other items not indicative of our ongoing operating performance.

Adjusted EBITDAR is included as a supplemental measure, because we believe it provides an alternate presentation to adjust for the effects of financing in general and the accounting effects of capital spending and acquisitions of aircraft, which may be acquired outright, acquired subject to acquisition debt, including under the Revolving Equipment Notes Facility (as defined in our SEC filings), by capital lease or by operating lease, each of which may vary significantly between periods and results in a different accounting presentation.

Beginning with the three months ended June 30, 2026, we began including (Gain) loss on sale of aircraft held for sale and Loss on extinguishment of debt as adjustments in the reconciliation of each of Adjusted EBITDA and Adjusted EBITDAR to Net loss.


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