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Get filing alertsWheels Up closes $68M aircraft financing; Delta extends lock-up on 36% stake to May 2027
Filed May 26, 2026 · Period ending May 21, 2026 · ~1 min read
Key Changes
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Closed $68M revolving aircraft financing secured by 42 jets, receiving $64.3M net proceeds for working capital and fleet expansion of Bombardier Challenger 300 and Embraer Phenom 300 aircraft. Facility bears 5.97% interest and matures May 2027.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Delta Air Lines extended lock-up on its 36.3% ownership stake through May 22, 2027, preventing sale of approximately 35.6% of outstanding shares. Extension signals Delta's confidence but limits its liquidity options for another year.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Delta provides credit support effectively guaranteeing payment obligations under aircraft financing facilities upon specified defaults, in exchange for annual fee paid in-kind. Deepens Delta's financial involvement beyond equity stake.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Total revolving aircraft financing capacity increased to $400M with new Series B facility. Company continues pursuing additional $100M unsecured term loan from Delta and Cox Investment Holdings, expected to close Q2 2026.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Wheels Up closed a $68 million aircraft financing facility on May 21, 2026, receiving $64.3 million in net proceeds to fund working capital and expand its premium jet fleet. The facility, secured by second-priority liens on 42 company-owned aircraft, carries 5.97% annual interest and matures in May 2027.
This brings total revolving aircraft financing capacity to $400 million and supports the company's fleet growth strategy focused on Bombardier Challenger 300 and Embraer Phenom 300 jets. Concurrently, Delta Air Lines—which owns 36.3% of Wheels Up—extended transfer restrictions on its shares through May 22, 2027, locking up approximately 35.6% of outstanding shares for another year.
Delta also provides credit support that effectively guarantees Wheels Up's payment obligations under the aircraft financing upon specified defaults, receiving an in-kind annual fee. This dual commitment—equity lock-up plus credit guarantee—demonstrates Delta's deepening financial involvement and confidence in the partnership, while also creating concentrated ownership and counterparty risk. The company is pursuing an additional $100 million unsecured term loan from Delta and Cox Investment Holdings, expected to close in Q2 2026, which would further increase debt capacity.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Series B Revolving Equipment Notes Facility is in addition to the Series A Revolving Equipment Notes Facility and, on the Closing Date, resulted in the maximum aggregate borrowing amount under the Revolving Equipment Notes Facilities being increased to $400.0 million.
The new $68 million Series B facility increases Wheels Up's total revolving aircraft financing capacity to $400 million, up from the existing $332 million Series A facility. This expanded borrowing capacity supports the company's fleet growth strategy.
Added in current filing · verify on EDGAR →
The Company continues to pursue its expected $100.0 million unsecured term loan (the “Proposed 2026 Term Loan”) to be provided by the Lead Lenders, which was previously announced by the Company on May 11, 2026 following the execution by the Company of a commitment letter for the Proposed 2026 Term Loan. The Proposed 2026 Term Loan is expected to close in the second quarter of 2026.
Wheels Up is pursuing an additional $100 million unsecured term loan from its lead lenders (Delta and Cox Investment Holdings), expected to close in Q2 2026. This would further increase the company's debt capacity and liquidity.
Event · Item 8.01 — Other Events
Wheels Up filed an 8-K referencing Item 8.01 of a prior May 11, 2026 8-K, but the current filing contains no substantive disclosure.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Item 8.01 of the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2026.
The filing references Item 8.01 of a prior 8-K filed May 11, 2026, but provides no additional information or context. This appears to be a procedural or corrective filing with no new material disclosure.
Event · Item 7.01 — Regulation FD Disclosure
Wheels Up disclosed Delta lock-up extension and revolving equipment note facilities, with potential term loan financing pending.
Added in current filing · verify on EDGAR →
On May 26, 2026, the Company issued a press release regarding the events described under the caption “Delta Lock-Up Extension” in Item 1.01 of this Current Report
The company announced an extension related to Delta's lock-up agreement. The specific terms and details are referenced in Item 1.01 of the 8-K, which is not included in the provided text, and disclosed via press release on May 26, 2026.
Added in current filing · verify on EDGAR →
the Revolving Equipment Notes Facilities, including the Series B NPA and Trust Indenture related thereto and the financing transactions contemplated thereby
The company disclosed new revolving equipment note facilities, including a Series B NPA and Trust Indenture. These facilities allow the company to borrow and reborrow funds, subject to restrictions under the definitive documentation and the 2023 Credit Agreement. The specific terms and amounts are referenced in Item 1.01.
Added in current filing · verify on EDGAR →
the terms of, the Company’s ability to sign and close, and the impact on the Company of, any potential debt financings and the receipt of net proceeds therefrom, including the Proposed 2026 Term Loan and any potential impacts on the trading prices and trading market for the Company’s Common Stock
The company disclosed a proposed 2026 term loan financing that is under consideration. The filing notes this potential debt financing could impact the trading price and market for the company's common stock, though the transaction has not yet been signed or closed.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
lead strategic investor Delta Air Lines has agreed to further extend the lock-up restriction for all its shares of common stock issued under the Investment and Investor Rights Agreement for one additional year, through May 22, 2027. As a result, more than 35% of the total outstanding shares of the company as of May 22, 2026 will remain subject to a lock-up restriction.
Delta Air Lines, Wheels Up's lead strategic investor, extended the lock-up period on its shares by one year to May 22, 2027. This means over 35% of Wheels Up's outstanding shares cannot be sold by Delta during this period. The extension reduces near-term dilution risk and signals Delta's continued confidence in the partnership and transformation strategy.
Added in current filing · view on EDGAR →
This lock-up extension, along with Delta’s leadership on our recently announced commitment for a $100 million term loan, reflects their strong confidence in our strategy and the accelerating momentum in our one-of-a-kind strategic partnership.
The press release references Delta's leadership role in a previously announced $100 million term loan commitment (first disclosed May 11, 2026). This financing, combined with the lock-up extension, demonstrates Delta's deepening financial support for Wheels Up's business transformation and strategic partnership.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify