SCHEDULE 13G/A 0001257391 XXXXXXXX LIVE 2 Class A Common Stock, par value $0.0001 per share 09/30/2025 0001819516 Wheels Up Experience Inc. 96328L205 2135 American Way Chamblee GA 30341 Rule 13d-1(c) WHITEBOX ADVISORS LLC a DE 0 8905292 0 28365086 28365086 N 3.9 IA WHITEBOX GENERAL PARTNER LLC a DE 0 8905292 0 28365086 28365086 N 3.9 OO Wheels Up Experience Inc. 2135 American Way, Chamblee, Georgia, 30341 This statement is filed by: (i) Whitebox Advisors LLC, a Delaware limited liability company ("WA"); and (ii) Whitebox General Partner LLC, a Delaware limited liability company ("WGP" and, together with WA, the "Reporting Persons"). The address of the business office of WA and WGP is: 3033 Excelsior Boulevard Suite 500 Minneapolis, MN 55416 WA and WGP are organized under the laws of the State of Delaware. Y As of September 30, 2025, each of WA and WGP is deemed to be the beneficial owner of 28,365,086 shares of Class A Common Stock, as a result of WA's clients' ownership of 28,365,086 shares of Class A Common Stock. The voting rights over the shares of Class A Common Stock owned by clients of WA that are not "citizens of the United States" (as defined in 49 USC section 40102(a)(15)(C)) are limited to, collectively, 1% of all shares of Class A Common Stock entitled to vote at a meeting of the Issuer's stockholders. As of September 30, 2025, each of WA and WGP is deemed to beneficially own approximately 3.9% of the shares of Class A Common Stock outstanding. Percent of class is calculated based on 720,346,459 shares of Class A Common Stock outstanding as of September 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed on November 5, 2025. WA and WGP: 0 WA and WGP: 8,905,292 WA and WGP: 0 WA and WGP: 28,365,086 Y N WA's clients are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons. Y N Effective September 13, 2024, the Reporting Persons may be deemed to have formed a "group", within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with each of Kore Fund Ltd. and Kore Advisors LP (together, "Kore"). The group formed thereby may be deemed to beneficially own, in the aggregate, 45,371,593 shares of Class A Common Stock, representing approximately 6.3% of the shares of Class A Common Stock outstanding. It is the understanding of the Reporting Persons that Kore will be filing a separate Schedule 13G pursuant to Rule 13d-1(k)(2). The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock that Kore may be deemed to beneficially own. N By signing below I certify that, to the best of my knowledge and belief, 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. Exhibit A - Joint Filing Agreement, dated November 14, 2025, by and among the Reporting Persons WHITEBOX ADVISORS LLC /s/ Gina Scianni 11/14/2025 WHITEBOX GENERAL PARTNER LLC /s/ Gina Scianni 11/14/2025