GOODWILL AND INTANGIBLE ASSETS

Historically, we identified two separate reporting units within our operating structure. Effective September 1, 2026, the executive officer primarily responsible for the Air Partner reporting unit ceased to hold that position in connection with their separation from the Company, which resulted in centralization of key operating decisions with respect to Air Partner, including, among others, resource allocation decisions. In connection with that change, management reassessed our organizational structure, governance, decision-making processes and internal reporting framework to determine whether the historical reporting unit structure remained appropriate. As a result of this review, management concluded that, effective September 1, 2026, we have a single reporting unit for purposes of applying Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other. We completed our annual goodwill impairment test as of September 1, 2026 on our sole reporting unit, which did not result in an impairment to Goodwill. We also performed a quantitative impairment assessment for both of the Company’s former reporting units immediately prior to the effectiveness of this change to having one reporting unit. For the former legacy Wheels Up reporting unit (“WUP Legacy”), we used the discounted cash flow method by calculating the fair value of WUP Legacy based on the present value of estimated future cash flows, which did not result in an impairment to Goodwill with respect to that former reporting unit. For the former Air Partner reporting

unit, we used a combination of the discounted cash flow and guideline public company methods, which did not result in impairment to Goodwill with respect to that former reporting unit.

The following table presents Goodwill carrying values and the change in balance, for our sole reporting unit, during the nine months ended September 30, 2026 (in thousands):


	Total
Balance as of December 31, 2025(1)	$	209,897



Foreign currency translation adjustment	(870)
Balance as of September 30, 2026	$	209,027

(1) Net of accumulated impairment losses of $306.2 million.

The gross carrying value, accumulated amortization and net carrying value of Intangible assets consisted of the following (in thousands):


	September 30, 2026
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Status	$	80,000	$	48,057	$	31,943
Customer relationships	85,334		61,512		23,822
Trade name	10,000		6,007		3,993
Developed technology	19,045		19,045		—
Leasehold interest – favorable	600		163		437
Foreign currency translation adjustment	156		142		14
Total	$	195,135	$	134,926	$	60,209


	December 31, 2025
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Status	$	80,000	$	43,494	$	36,506
Customer relationships	85,334		53,874		31,460
Trade name	10,000		5,437		4,563
Developed technology	19,045		17,004		2,041
Leasehold interest – favorable	600		146		454
Foreign currency translation adjustment	324		246		78
Total	$	195,303	$	120,201	$	75,102

Amortization expense with respect to intangible assets was $5.0 million and $14.9 million for the three and nine months ended September 30, 2026, respectively, and $5.1 million and $15.3 million for the three and nine months ended September 30, 2025, respectively.

Intangible Liabilities

Associated with our acquisition of Delta Private Jets on January 17, 2020, we recognized intangible liabilities for the fair value of complimentary Wheels Up Connect Memberships provided to existing Delta Air Lines, Inc. (“Delta”) SkyMiles 360® customers as of the acquisition date, as required under the Commercial Cooperation Agreement, dated as of January 17, 2020, by and among WUP, Wheels Up Partners LLC (“WUP LLC”) and Delta (as amended, the “Original Delta CCA”), which was subsequently replaced by the Amended and Restated

Commercial Cooperation Agreement, dated as of June 15, 2024, by and among WUP, WUP LLC and Delta (the “Delta CCA”). The gross carrying value, accumulated amortization and net carrying value of Intangible liabilities consisted of the following as of the dates indicated in the tables below (in thousands):


	September 30, 2026
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Intangible liabilities	$	20,000	$	11,992	$	8,008


	December 31, 2025
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Intangible liabilities	$	20,000	$	10,849	$	9,151

The current and long-term portions of Intangible liabilities are presented within Other current liabilities and Other non-current liabilities, respectively, on the condensed consolidated balance sheets.

Amortization of Intangible liabilities, which reduces amortization expense, was $0.4 million and $1.1 million for each of the three and nine months ended September 30, 2026 and 2025, respectively.

Future amortization expense of Intangible assets and Intangible liabilities held as of September 30, 2026, were as follows (in thousands):


	Intangible Assets		Intangible Liabilities
Remainder of 2026	$	4,271	$	382
2027	14,440		1,525
2028	13,960		1,525
2029	13,217		1,525
2030	7,134		1,525
Thereafter	7,187		1,526
Total	$	60,209	$	8,008