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Get filing alertsWheels Up executes 1-for-20 reverse stock split, reducing shares from 1.5B to 75M authorized
Filed April 27, 2026 · Period ending April 24, 2026 · ~1 min read
Key Changes
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Reverse stock split executed at maximum 1-for-20 ratio effective April 24, 2026, consolidating every 20 shares into 1 share. Authorized shares reduced proportionately from 1.5 billion to 75 million common shares.
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Outstanding warrants adjusted to reflect split: each warrant now exercisable for 1/200th of one share at $2,300 per whole share. Warrants expire July 13, 2026, approximately 2.5 months away.
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Board selected the most aggressive consolidation ratio (1-for-20) from the shareholder-approved range of 1-for-5 to 1-for-20, maximizing the impact on share price and outstanding share count.
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Certificate of Amendment filed with Delaware Secretary of State on April 24, 2026, formalizing the reverse split and authorized share reduction. Fractional shares will be handled per certificate terms.
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Subsidiary Wheels Up Partners Holdings LLC operating agreement amended to adjust membership interests reflecting the parent company's reverse split. Administrative change with no direct shareholder impact.
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Summary
Wheels Up completed a 1-for-20 reverse stock split effective after market close on April 24, 2026, the most aggressive ratio within the range previously authorized by shareholders. Every 20 shares of common stock were consolidated into 1 share, while authorized shares dropped from 1.5 billion to 75 million.
Reverse splits are typically executed to boost per-share price to meet exchange listing requirements or improve market perception, though they don't change fundamental company value or shareholders' proportional ownership. Outstanding warrants were automatically adjusted to maintain economic equivalence: each warrant now represents 1/200th of a share at a $2,300 exercise price per whole share.
These warrants expire July 13, 2026, giving holders roughly 2.5 months to exercise. The company filed formal amendments to its Delaware charter and subsidiary operating agreements to reflect these changes. Retail investors should monitor whether the reverse split achieves its intended purpose—likely maintaining NYSE listing compliance. Watch the stock's trading price and volume in coming weeks to assess market reaction, and note that the aggressive 1-for-20 ratio suggests the company needed maximum price support. Warrant holders face an imminent July expiration deadline.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Wheels Up entered into a material definitive agreement related to a previously disclosed reverse stock split approved by the Board.
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As previously disclosed in the Current Report on Form 8-K filed by Wheels Up Experience Inc. (the “Company” or “Wheels Up”) with the U.S. Securities and Exchange Commission (“SEC”) on April 14, 2026, the Company’s Board of Directors (the “Board”) approved the Reverse Stock Split
The Company entered into a material definitive agreement on April 24, 2026, related to a reverse stock split that was previously approved by the Board and disclosed in an 8-K filed on April 14, 2026. The filing is incomplete and does not provide full details of the agreement or the reverse stock split terms.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
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that became effective immediately after the close of trading on The New York Stock Exchange on April 24, 2026 (the “Effective Time”). Upon the effectiveness of the Reverse Stock Split on April 24, 2026
The company completed a reverse stock split that became effective after market close on April 24, 2026. A reverse stock split reduces the number of outstanding shares while proportionally increasing the share price, often used to meet exchange listing requirements or improve stock price perception.
Event · Item 3.03 — Material Modification to Rights of Security Holders
Item 3.03 — Material Modification to Rights of Security Holders filed; see Key Changes for terms.
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On April 24, 2026, the Company filed a Certificate of Amendment to Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Delaware Secretary of State, which amended Section 4.1 of the A&R Certificate of Incorporation, effective as of the Effective Time, to (i) give effect to the Reverse Stock Split, (ii) reduce the total number of shares of all classes of capital stock and Common Stock of the Company authorized for issuance to 100 million and 75 million, respectively, taking into account the Reverse Stock Split, Authorized Share Reduction and Ratio, and (iii) describe the treatment of any fractional shares of Common Stock upon the effectiveness of the Reverse Stock Split.
The company formally filed the amendment with Delaware on April 24, 2026, making the reverse split official. The total authorized capital stock is now 100 million shares, with 75 million being common stock. Existing shareholders will see their share count reduced by a factor of 20, though their proportional ownership remains unchanged. Fractional shares resulting from the split will be handled according to the certificate terms.
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As previously announced, at the Company’s 2025 annual meeting of stockholders, the Company’s stockholders authorized an amendment to the Company’s Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on November 15, 2023 (the “A&R Certificate of Incorporation”), to effect, at the discretion of the Board at any time prior to the Company's 2026 annual meeting of stockholders, (i) a reverse stock split of Wheels Up’s outstanding shares of Class A common stock, $0.0001 par value per share (“Common Stock”), at a reverse stock split ratio of not less than 1-for-5 and not greater than 1-for-20, with an exact ratio within that range as may be determined by the Board at a later date (the “Reverse Stock Split”), and (ii) contemporaneously with the Reverse Stock Split, a reduction in the number of authorized shares of Common Stock by a ratio corresponding to the reverse stock split ratio (the “Authorized Share Reduction”).
Shareholders had previously approved giving the Board discretion to execute a reverse split at any ratio between 1-for-5 and 1-for-20. The Board chose the maximum ratio of 1-for-20, which represents the most aggressive consolidation within the authorized range and will have the greatest impact on share price.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
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certain terms of the Company’s issued and outstanding redeemable public warrants and
private warrants (collectively, the “Warrants”) to purchase shares of Common Stock were further adjusted to reflect: (i) a reduction in the number of shares of Common Stock issuable upon exercise of each Warrant, which as of the Effective Time resulted in each Warrant being exercisable for 1/200th of one (1) share of Common Stock; (ii) an increase in the exercise price per whole share of Common Stock to $2,300.00; and (iii) the stated redemption prices per Warrant being proportionately reduced by the inverse of the Ratio.
The company adjusted its outstanding warrants in connection with a reverse stock split. Each warrant now represents the right to purchase 1/200th of one share of common stock at an exercise price of $2,300 per whole share. The redemption prices were also proportionately reduced. These adjustments maintain the economic equivalence of the warrants post-split.
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The Warrants are scheduled to expire on July 13, 2026, subject to earlier exercise or redemption.
The warrants have a scheduled expiration date of July 13, 2026, which is approximately 2.5 months from the filing date. Warrant holders must exercise or face expiration, and the company retains the right to redeem them earlier.
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The Company does not intend to amend the terms of the Warrant Agreement to reflect the corresponding adjustments as a result of the Reverse Stock Split.
The company disclosed it will not formally amend the warrant agreement document despite the adjustments. The adjustments are automatic under the existing agreement terms, so no new documentation is required.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
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Certificate of Amendment to Amended and Restated Certificate of Incorporation of Wheels Up Experience Inc., filed on April 24, 2026
The company filed an amendment to its certificate of incorporation on April 24, 2026. The 8-K does not disclose the substance of the amendment, but charter amendments can affect shareholder rights, authorized shares, or corporate governance. Investors should review the filed certificate to understand the specific changes made.
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Amendment No. 4 to Seventh Amended and Restated Limited Liability Company Agreement of Wheels Up Partners Holdings LLC, dated as of April 24, 2026
The company executed the fourth amendment to the operating agreement of Wheels Up Partners Holdings LLC, a subsidiary entity. The 8-K does not describe the amendment's terms, but changes to subsidiary operating agreements can affect ownership structure, distributions, or governance at the subsidiary level.
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