8-K: Wheels Up Faces NYSE Delisting Threat Over Low Share Price

Wheels Up Experience Inc. received a notice from the NYSE for non-compliance with its minimum share price requirement, potentially leading to a reverse stock split.

Summary

• Wheels Up Experience Inc. received a notice from the New York Stock Exchange (NYSE) on December 17, 2025, indicating non-compliance with Section 802.01C, which requires an average closing price of at least $1.00 over a consecutive 30 trading-day period.
• The company has a six-month cure period to regain compliance with the NYSE's minimum share price requirement.
• Stockholders approved a proposal on June 10, 2025, authorizing the Board of Directors to implement a reverse stock split at a ratio of 1-for-5 to 1-for-20, along with a corresponding reduction in authorized shares, at any time prior to the 2026 annual meeting.
• Wheels Up intends to regain compliance by completing the potential reverse stock split if other available methods are unsuccessful, with sufficient time before the end of the cure period.
• The NYSE notice has no immediate impact on the listing of the company's common stock, which will continue to trade under the symbol UP, but with an added ".BC" designation to indicate below compliance.
• The notice does not affect the company's reporting requirements under applicable law or result in an event of default under any material debt agreements.

Sentiment

Score: 3

Explanation: The filing indicates a significant negative event (NYSE non-compliance and potential delisting) which overshadows the stated positive strategic initiatives and cost savings. While management expresses commitment to improvement, the immediate situation is adverse and carries substantial risk.

Positives

• The company is committed to executing its multi-year business transformation.
• Advancing its fleet transition to Bombardier Challenger 300 series and Embraer Phenom 300 series jets.
• Previously announced efficiency, productivity, and overhead cost reduction actions are expected to deliver approximately $70 million of annualized run-rate cost savings upon completion beginning in mid-2026.
• Leveraging its first-of-its-kind partnership with Delta Air Lines to deliver premium solutions for every customer journey.
• The NYSE notice has no immediate effect on the listing of common stock or the company's ability to serve its members and customers.
• The company is currently in compliance with all other NYSE continued listing standards.

Negatives

• Received a notice from the NYSE for non-compliance with Section 802.01C, requiring an average closing price of at least $1.00 over a 30 trading-day period.
• The company's Class A common stock trading symbol will have an added designation of ".BC" to indicate below compliance with NYSE's continued listing standards.
• There is no assurance that the company will be able to regain compliance with Section 802.01C or will not otherwise be delisted from the NYSE prior to the end of the Cure Period.

Risks

• Inability to regain compliance with Section 802.01C of the NYSE Listed Company Manual within the six-month cure period.
• Potential delisting of the company's common stock from the NYSE.
• The impact of the NYSE notice and any potential reverse stock split on the company's business, results of operations, financial condition, and the trading prices, liquidity, trading volume, volatility, and marketability of the Common Stock.
• Public perception of a potential reverse stock split, especially in light of the company's past reverse stock split and the history of reverse stock splits for other companies, and its potential negative impacts on the trading market or price of the Common Stock.
• Uncertainty that a potential reverse stock split or other actions taken to regain compliance will result in any permanent increase in the trading price per share of Common Stock.

Future Outlook

The company intends to regain compliance with NYSE listing standards, potentially through a reverse stock split, and is committed to its multi-year business transformation, including fleet transition and cost reduction initiatives. These efforts aim to build a resilient business model to support sustainable future profitability.

Management Comments

• "Wheels Up remains committed to execution of its multi-year business transformation, including advancing its fleet transition to Bombardier Challenger 300 series and Embraer Phenom 300 series jets, its previously announced efficiency, productivity and overhead cost reduction actions expected to deliver approximately $70 million of annualized run-rate cost savings upon completion beginning in mid-2026, and leveraging its first-of-its-kind partnership with Delta to deliver premium solutions for every customer journey."
• "Receipt of the NYSE notice does not affect Wheels Ups plans to execute its strategic initiatives, its objective to build a resilient business model to support sustainable future profitability, or its ability to serve its members and customers."
• "Unless Wheels Up otherwise regains compliance with the minimum price requirement through other available methods, it intends to regain compliance with the NYSEs listing standards by completing a reverse stock split with sufficient time before the end of the six-month cure period to cure the noted deficiency."

Industry Context

The private aviation sector, while often perceived as premium, can still face economic headwinds affecting demand and profitability. A low share price and potential delisting for Wheels Up indicate significant challenges, possibly reflecting broader market skepticism about its business model or execution, despite its strategic partnership with Delta and stated transformation efforts. This situation highlights the pressures even niche luxury service providers can face in maintaining public market valuation.

Comparison to Industry Standards

• NA

Corporate Governance

Stakeholder Impact

• **Shareholders**: Face potential dilution from a reverse stock split (though total value remains the same, per-share price increases), risk of delisting, and uncertainty regarding the long-term value of their investment. The ".BC" designation may also deter new investors.
• **Employees**: No direct impact on employment is mentioned, but ongoing business transformation and cost reduction actions could imply future operational changes.
• **Customers/Members**: No immediate impact on service delivery, as the company states the notice does not affect its ability to serve members and customers.
• **Creditors**: The notice does not result in an event of default under any material debt agreements, indicating no immediate adverse impact on debt obligations.

Next Steps

• Regain compliance with NYSE Section 802.01C within the six-month cure period.
• The Board of Directors may approve and complete a reverse stock split at any time prior to the 2026 Annual Meeting.
• Publicly announce any Board approval for a reverse stock split.
• Consider various other available options to regain compliance with NYSE listing standards.

Key Dates

Recommendation

The company faces a significant risk of delisting from the NYSE due to its sustained low share price, as evidenced by the non-compliance notice and the ".BC" designation. While a reverse stock split is a potential solution, it often signals underlying business challenges and historically does not guarantee a sustained price increase or improved business fundamentals. The uncertainty surrounding regaining compliance, the potential negative perception of a reverse split, and the inherent risks associated with such a situation make the stock a high-risk investment. For a seasoned investor or institution, the prudent course of action would be to sell to mitigate further potential losses and reallocate capital to more stable opportunities, given the significant uncertainty and downside risk.

Keywords

NYSE non-compliance, reverse stock split, delisting risk, Wheels Up, UP stock, private aviation, corporate governance, SEC filing, 8-K