SCHEDULE: Whitebox Advisors Discloses 3.9% Stake in Wheels Up

Whitebox Advisors LLC and Whitebox General Partner LLC reported a 3.9% beneficial ownership stake in Wheels Up Experience Inc. as of September 30, 2025.

Summary

• Whitebox Advisors LLC and Whitebox General Partner LLC (Reporting Persons) beneficially own 28,365,086 shares of Wheels Up Experience Inc. Class A Common Stock.
• This represents approximately 3.9% of the Class A Common Stock outstanding as of September 30, 2025.
• The percentage of class is calculated based on 720,346,459 shares outstanding, as reported in Wheels Up Experience Inc.'s quarterly report on Form 10-Q filed on November 5, 2025.
• The Reporting Persons have shared voting power over 8,905,292 shares and shared dispositive power over 28,365,086 shares.
• Effective September 13, 2024, the Reporting Persons formed a 'group' with Kore Fund Ltd. and Kore Advisors LP (Kore), which collectively beneficially owns 45,371,593 shares, representing approximately 6.3% of the outstanding Class A Common Stock.
• The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock that Kore may be deemed to beneficially own.
• The securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.
• Voting rights over shares owned by clients of Whitebox Advisors that are not 'citizens of the United States' are limited to, collectively, 1% of all shares of Class A Common Stock entitled to vote at a meeting of the Issuer's stockholders.

Sentiment

Score: 5

Explanation: This is a routine beneficial ownership disclosure (Schedule 13G Amendment). It provides transparency on institutional holdings but does not inherently convey positive or negative sentiment about the company's performance or prospects. The formation of a group could be interpreted neutrally to slightly positive (if it leads to better governance) or slightly negative (if it signals potential activism), but the filing itself states no intent to influence control.

Positives

• Increased transparency regarding significant institutional ownership in Wheels Up Experience Inc.
• The formation of a group with Kore Fund Ltd. and Kore Advisors LP could lead to more coordinated shareholder engagement, which can be a positive for corporate governance if aligned with long-term value creation.

Negatives

• The filing itself is a disclosure of ownership and does not contain inherently negative financial or operational news about Wheels Up Experience Inc.

Risks

• Voting rights over shares owned by non-U.S. citizen clients of Whitebox Advisors are limited to 1% of all shares entitled to vote, which could impact the collective voting power of the beneficial owners.
• The formation of a 'group' with Kore could lead to increased scrutiny or potential for shareholder activism, which some companies may perceive as a risk to existing management strategies.

Future Outlook

This filing is a disclosure of beneficial ownership and does not contain forward-looking statements or guidance from the issuer or the reporting persons regarding the issuer's future performance or strategic outlook.

Management Comments

• The securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11.

Industry Context

This filing reflects a significant institutional investor's position in Wheels Up Experience Inc., a company operating in the private aviation sector. Such disclosures are common for publicly traded companies and provide transparency into major shareholder positions. The formation of a group with another investor (Kore) could signal a more coordinated approach to shareholder engagement, a trend seen across various industries where institutional investors seek to influence corporate strategy or governance.

Comparison to Industry Standards

• The 3.9% individual stake by Whitebox is a notable position for an institutional investor, though typically considered a passive stake on its own.
• The combined 6.3% group stake with Kore is above the 5% threshold, which often draws more attention and can be a precursor to increased shareholder engagement or activism, aligning with trends where institutional investors collaborate to exert influence.
• Compared to other private aviation companies, the level of institutional ownership and potential for coordinated action can vary widely based on company size, performance, and investor base. This filing indicates a significant, albeit passive, interest from a sophisticated investor in Wheels Up.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides transparency on significant institutional ownership and potential for coordinated shareholder action. The limitation on non-U.S. citizen voting rights could affect the overall voting dynamics.
• Management: Awareness of a significant institutional group holding 6.3% of shares, even if passive, may influence management's strategic considerations.

Next Steps

• Kore Fund Ltd. and Kore Advisors LP are expected to file a separate Schedule 13G pursuant to Rule 13d-1(k)(2).

Key Dates

Recommendation

This filing is a routine Schedule 13G amendment disclosing beneficial ownership and does not contain information that would fundamentally alter the investment thesis for Wheels Up Experience Inc. It indicates a significant institutional stake, which is generally a neutral to slightly positive signal for corporate governance and oversight. However, without additional operational or financial data, a change in recommendation is not warranted. Investors should hold their positions and monitor future company performance and any potential actions by this shareholder group.

Keywords

Wheels Up Experience Inc., Whitebox Advisors, Schedule 13G, Beneficial Ownership, Class A Common Stock, Institutional Investor, Shareholder Group, Kore Fund Ltd., Kore Advisors LP, SEC Filing