SEC Form S-8 filed by Wheels Up Experience Inc.

As filed with the Securities and Exchange Commission on June 10, 2026

Registration No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WHEELS UP EXPERIENCE INC.

(Exact name of registrant as specified in its charter)

2135 American Way 

Chamblee, Georgia 30341

Telephone: (212) 257-5252

(Address, including zip code, and telephone number, including area code, of principal executive offices)

Wheels Up Experience Inc. 2021 Long-Term Incentive Plan

(Full title of the plan)

Matthew J. Knopf, Esq.

Chief Legal Officer

2135 American Way 

Chamblee, Georgia 30341

Telephone: (212) 257-5252

(Name and address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Steven Khadavi, Esq.

Heather M. Ducat, Esq.

Troutman Pepper Locke LLP

600 Peachtree Street, N.E., Suite 3000

Atlanta, Georgia 30308

Telephone: (404)-885-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act.  ¨

EXPLANATORY NOTE

Wheels Up Experience Inc. (the “Company”) has prepared this Registration Statement on Form S-8 (this “Registration Statement”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register additional shares of the Company’s Class A common stock, $0.0001 par value per share (“Common Stock”), approved for issuance under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 (as amended from time to time, including pursuant to Amendment No. 1, Amendment No. 2 and Amendment No. 3 (as each term is defined below), the “Plan”). On April 24, 2026, the Company filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) a definitive proxy statement that included a proposal to adopt Amendment No. 3 to the Plan, dated March 31, 2026 (“Amendment No. 3”), to increase the aggregate number of shares of Common Stock available for awards made under the Plan by 3,750,000 shares of Common Stock (or 75,000,000 shares of Common Stock prior to Company’s 1-for-20 reverse stock split that became effective immediately after the close of trading on The New York Stock Exchange on April 24, 2026) and extend the termination date of the Plan to March 31, 2036. The proposal to adopt Amendment No. 3 was approved by the Company’s stockholders at the Company’s 2026 annual meeting of stockholders held on June 9, 2026. This Registration Statement registers the 3,750,000 additional shares of Common Stock available for issuance under the Plan.

The 3,750,000 additional shares of Common Stock available for issuance under the Plan registered pursuant to this Registration Statement are the same class as those registered on: (i) the Registration Statement on Form S-8, which was filed with the Commission on September 17, 2021 (File No. 333-259636) (with respect to the original Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, dated as of July 13, 2021) (the “2021 Registration Statement”); (ii) the Registration Statement on Form S-8, which was filed with the Commission on June 1, 2023 (File No. 333-272347) (with respect to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023) (the “2023 Registration Statement”); (iii) the Registration Statement on Form S-8, which was filed with the Commission on June 7, 2024 (File No. 333-280062) (with respect to Amendment No. 1 to Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 (“Amendment No. 1”)) (the “2024 Registration Statement”); and (iv) the Registration Statement on Form S-8, which was filed with the Commission on June 11, 2025 (File No. 333-287953) (with respect to Amendment No. 2 to Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 (“Amendment No. 2”)) (the “2025 Registration Statement” and, collectively with the 2021 Registration Statement, 2023 Registration Statement and 2024 Registration Statement, the “Prior Registration Statements”), in each case relating to the Plan. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements, including any amendments thereto or filings incorporated therein, are incorporated by reference except as modified, supplemented or superseded herein.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information specified in Items 1 and 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in this Part I will be delivered to the participants in the Plan as required by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the SEC either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents filed with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:

All documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of the respective filings that are furnished, rather than filed, pursuant to Item 2.02 or Item 7.01 of Current Reports on Form 8-K including exhibits related thereto or other applicable SEC rules) and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded to the extent that a statement contained herein, or in any subsequently filed document that also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Not applicable.

Not applicable.

Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a corporation may indemnify directors and officers, as well as certain other employees and individuals, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation, in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the Company, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The Company’s certificate of incorporation and bylaws provide for indemnification by the Company of its directors and officers to the fullest extent permitted by the DGCL.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (1) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payments of dividends or unlawful stock repurchases or redemptions), (4) for any transaction from which the director or officer derived an improper personal benefit or (5) for any action by or in the right of the corporation with respect to an officer. The Company’s Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on November 15, 2023, as amended by the Company’s Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on April 24, 2026, provides for such limitation of liability with respect to directors to the fullest extent permitted by the DGCL.

The Company entered, and expects to continue to enter into, indemnification agreements with its directors and executive officers. Each indemnification agreement provides for indemnification and advancement by the Company of certain expenses and costs, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director, officer, employee or agent of the Company or any of its subsidiaries or was serving at the Company’s request in an official capacity for another entity, to the fullest extent permitted by the laws of the state of Delaware.

The Company maintains standard insurance policies that provide coverage to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and with respect to indemnification payments that the Company may make to such directors and officers.

Not applicable.

The following exhibits are filed as part of this Registration Statement:

*            Filed herewith.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chamblee, Georgia, on June 10, 2026.

POWER OF ATTORNEY

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Mattson, John Verkamp, Matthew Knopf and Alexander Chatkewitz, acting alone or together with another attorney-in-fact, acting as such person’s true and lawful attorney-in-fact and agent with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the date indicated.