{"filing":{"accession_number":"0001104659-26-065982","cik":"0001819516","ticker":"WSUPW","company_name":"Wheels Up Experience Inc.","form":"8-K","filing_date":"2026-05-26","report_date":null,"primary_document":"tm2615358d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1819516/000110465926065982/tm2615358d1_8k.htm"},"events":[{"id":8950,"run_id":7856,"accession_number":"0001104659-26-065982","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"The Company closed a $68 million Series B Revolving Equipment Notes Facility, generating $64.3 million in net cash proceeds. The facility is secured by aircraft collateral and includes cross-default provisions tied to Delta's credit agreement, representing a material financing transaction affecting the Company's liquidity and debt structure.","company_name":"Wheels Up Experience Inc.","ticker":"WSUPW","filing_date":"2026-05-26","form":"8-K","submitted_at":null,"items":[{"id":1410,"accession_number":"0001104659-26-065982","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses two material definitive agreements under Item 1.01: (1) Amendment No. 4 extending Delta's lock-up restriction on 35.6% of outstanding shares through May 2027 and extending shelf registration deadlines, and (2) the closing of a $68 million Series B Revolving Equipment Notes Facility that generated $64.3 million in net cash proceeds for the Company. While the lock-up extension is primarily a capital structure matter, the $68 million equipment financing facility represents a material financing transaction that affects the Company's liquidity and debt structure, warranting classification as material activity. The equipment facility is secured by aircraft collateral and includes cross-default provisions tied to Delta's credit agreement, making it a material financing event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:07:05.833525+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1411,"accession_number":"0001104659-26-065982","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 incorporates by reference Item 1.01 regarding the closing of a $68 million Series B Revolving Equipment Notes Facility. This represents entry into a material definitive agreement creating a direct financial obligation. While Item 2.03 typically flags covenant breaches or debt obligations, the incorporation of Item 1.01 (which covers material definitive agreements and M\u0026A activity) and the substantial size ($68 million) suggest this is a material financing transaction that would affect investor assessment of the company's capital structure and liquidity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:07:05.833525+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1412,"accession_number":"0001104659-26-065982","item_number":"7.01","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"Item 7.01 references a \"Delta Lock-Up Extension\" disclosed in Item 1.01 and furnishes a press release as Exhibit 99.1. While the Item 7.01 section itself contains only boilerplate forward-looking statements and regulatory language, the cross-reference to Item 1.01 suggests an underlying material transaction (likely M\u0026A or financing-related). However, the actual substance of the Delta Lock-Up Extension is not detailed in this Item 7.01 excerpt, making precise classification difficult. The reference to \"Revolving Equipment Notes Facilities,\" \"Series B NPA,\" and \"Proposed 2026 Term Loan\" in the forward-looking statements section suggests financing or debt activity, but without the Item 1.01 content, the core event type cannot be definitively determined. Classified as other_material pending review of Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:07:05.833525+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":1410,"accession_number":"0001104659-26-065982","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses two material definitive agreements under Item 1.01: (1) Amendment No. 4 extending Delta's lock-up restriction on 35.6% of outstanding shares through May 2027 and extending shelf registration deadlines, and (2) the closing of a $68 million Series B Revolving Equipment Notes Facility that generated $64.3 million in net cash proceeds for the Company. While the lock-up extension is primarily a capital structure matter, the $68 million equipment financing facility represents a material financing transaction that affects the Company's liquidity and debt structure, warranting classification as material activity. The equipment facility is secured by aircraft collateral and includes cross-default provisions tied to Delta's credit agreement, making it a material financing event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:07:05.833525+00:00","company_name":"Wheels Up Experience Inc.","ticker":"WSUPW","filing_date":"2026-05-26"},{"id":1411,"accession_number":"0001104659-26-065982","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 incorporates by reference Item 1.01 regarding the closing of a $68 million Series B Revolving Equipment Notes Facility. This represents entry into a material definitive agreement creating a direct financial obligation. While Item 2.03 typically flags covenant breaches or debt obligations, the incorporation of Item 1.01 (which covers material definitive agreements and M\u0026A activity) and the substantial size ($68 million) suggest this is a material financing transaction that would affect investor assessment of the company's capital structure and liquidity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:07:05.833525+00:00","company_name":"Wheels Up Experience Inc.","ticker":"WSUPW","filing_date":"2026-05-26"},{"id":1412,"accession_number":"0001104659-26-065982","item_number":"7.01","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"Item 7.01 references a \"Delta Lock-Up Extension\" disclosed in Item 1.01 and furnishes a press release as Exhibit 99.1. While the Item 7.01 section itself contains only boilerplate forward-looking statements and regulatory language, the cross-reference to Item 1.01 suggests an underlying material transaction (likely M\u0026A or financing-related). However, the actual substance of the Delta Lock-Up Extension is not detailed in this Item 7.01 excerpt, making precise classification difficult. The reference to \"Revolving Equipment Notes Facilities,\" \"Series B NPA,\" and \"Proposed 2026 Term Loan\" in the forward-looking statements section suggests financing or debt activity, but without the Item 1.01 content, the core event type cannot be definitively determined. Classified as other_material pending review of Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:07:05.833525+00:00","company_name":"Wheels Up Experience Inc.","ticker":"WSUPW","filing_date":"2026-05-26"}]}