Wheels Up Receives NYSE Continued Listing Standard Notice

Rhea-AI Summary

Wheels Up (NYSE: UP) has received a notice from the NYSE on April 22, 2025, indicating non-compliance with the exchange's minimum share price requirement, as its stock failed to maintain an average closing price above $1.00 over 30 consecutive trading days.

The company has six months to regain compliance and plans to propose a reverse stock split at its June 10, 2025 annual stockholder meeting. As of December 31, 2024, Wheels Up maintained approximately $316 million in liquidity, including $216 million in unrestricted cash and a $100 million undrawn credit facility from Delta Air Lines.

The company remains focused on operational improvements through fleet modernization with Embraer Phenom 300 and Bombardier Challenger 300 aircraft, while leveraging its partnership with Delta Air Lines. The NYSE notice does not immediately affect the stock's listing or the company's ability to serve customers.

Positive

• Strong liquidity position of $316 million as of December 2024
• Strategic partnership with Delta Air Lines including $100 million credit facility
• Fleet modernization initiative with premium aircraft models

Negative

• Stock trading below $1.00, risking NYSE delisting
• Requires shareholder approval for reverse stock split
• Ongoing profitability challenges requiring business transformation

Insights

Financial Analyst

Wheels Up faces NYSE delisting risk with 6-month remedy window, planning reverse stock split while reporting $316M liquidity cushion.

Wheels Up's NYSE continued listing notice represents a significant challenge for investors. The company's stock has traded below the critical $1.00 threshold for 30 consecutive trading days, triggering formal compliance procedures that give them a six-month window to remedy the situation.

The company reports $316 million in liquidity as of December 31, 2024, consisting of $216 million in unrestricted cash and a $100 million undrawn credit facility from Delta Air Lines. While this provides some operational runway, the primary solution involves seeking shareholder approval for a reverse stock split at their June 10th annual meeting.

It's important to understand that reverse splits mechanically increase share price to meet listing requirements but don't address the fundamental business performance issues that typically drive prolonged share price weakness. The company mentions strategic initiatives including fleet modernization with Embraer Phenom 300 and Bombardier Challenger 300 jets, leveraging their Delta partnership, and enhancing customer solutions, but provides no specific metrics demonstrating how these are improving financial performance.

This NYSE notice represents a material regulatory development that introduces uncertainty for current shareholders. Failure to regain compliance could eventually result in delisting, which would significantly impact trading liquidity and institutional investor accessibility.

Corporate Governance Expert

NYSE delisting notice triggers six-month compliance window for Wheels Up; management plans reverse stock split at June shareholder meeting.

The NYSE continued listing notice received by Wheels Up on April 22nd represents a material regulatory challenge that requires prompt action. After trading below $1.00 for 30 consecutive trading days, the company now faces a six-month compliance window to regain minimum price requirements or risk potential delisting procedures.

Management's response follows standard practice for this situation - seeking shareholder approval for a reverse stock split at the June 10, 2025 annual meeting. This timing is appropriate, occurring early within the compliance window to allow adequate implementation time. While not explicitly stated, the company would likely need to maintain a post-split share price safely above $1.00 to ensure ongoing compliance.

The company statement that the notice "has no immediate effect on the listing" is accurate - NYSE procedures provide the six-month cure period before potential delisting actions would be implemented. Management also notes they may "consider various other available options" beyond the reverse split, though these alternatives remain unspecified.

From a governance perspective, this situation warrants careful monitoring by shareholders. While the company appears to be following appropriate disclosure and remediation procedures, the underlying market valuation concerns that led to the sub-$1.00 share price reflect broader challenges that the company must address through its operational transformation initiatives.

Management remains focused on improving profitability and expanding margins by modernizing its fleet, leveraging partnership with Delta and delivering premium solutions for every customer journey

ATLANTA, April 25, 2025 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP) ("Wheels Up") today announced that it received a notice from the New York Stock Exchange (the "NYSE") on April 22, 2025 that the average closing price per share of its common stock did not exceed $1.00 over a 30 consecutive trading-day period, which is required for continued listing on the NYSE.

Wheels Up remains committed to executing its long-term, foundational improvements to its operations and commercial engine, and its objective to build a resilient business model to support sustainable future profitability. Key initiatives supporting this business transformation include modernizing its fleet through the addition of customer-preferred Embraer Phenom 300 series and Bombardier Challenger 300 series jets, leveraging its first-of-its-kind partnership with Delta Air Lines and delivering premium solutions for every customer journey. Wheels Up had approximately $316 million of liquidity (comprised of approximately $216 million of unrestricted cash and cash equivalents and an undrawn $100 million commitment from Delta under its revolving credit facility) as of December 31, 2024. Receipt of the NYSE notice does not affect Wheels Up's commitment to executing on its strategic plan or its ability to serve its members and customers. 

The NYSE's notification has no immediate effect on the listing of Wheels Up's common stock on the NYSE. Under the NYSE's rules, Wheels Up has six months from receipt of the notice to regain compliance with the minimum share price requirement. Wheels Up intends to regain compliance with the NYSE's listing standards and has responded to the NYSE with respect to its intent to cure the deficiency by seeking approval at its upcoming annual meeting of stockholders on June 10, 2025 to authorize a reverse stock split of the Company's common stock and, unless it has already otherwise regained compliance, effecting such reverse stock split. Wheels Up may also consider various other available options to regain compliance with the minimum share price requirement.

About Wheels Up 

Wheels Up is a leading provider of on-demand private aviation in the U.S. with a large, diverse fleet and a global network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides freight, safety, security, and managed services to a range of clients, including individuals and government organizations. With the Wheels Up app and website, members can easily search, book, and fly.  

For more information, visit www.wheelsup.com. 

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside of the control of the Company. These forward-looking statements include, but are not limited to, statements regarding: (i) the impact of the noncompliance notice received by the Company from the NYSE on April 22, 2025 described in this press release (the "Notice") on the Company's business, results of operations, financial condition, and the trading prices and volatility of the Company's Class A common stock, $0.0001 par value per share ("Common Stock"); (ii) the Company's ability to cure compliance with Section 802.01C of the NYSE Listed Company Manual ("Section 802.01C"), including to obtain timely stockholder approval of the proposal authorizing the Company's Board of Directors (the "Board"), in its discretion, to effect a reverse stock split or any other action intended to cure compliance with Section 802.01C, or at all; (iii) the availability or success of other options that the Company may undertake that are intended to cure compliance with Section 802.01C; and (iv) the Company's ability to maintain compliance with the other requirements of the NYSE's continued listing standards. The words "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "future," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 11, 2025 and the Company's other filings with the U.S. Securities and Exchange Commission ("SEC") from time to time. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company does not intend to update any of these forward-looking statements after the date of this press release.

Contacts

Investors:
ir@wheelsup.com

Media:
press@wheelsup.com

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SOURCE Wheels Up

FAQ

Why did Wheels Up (UP) receive a NYSE delisting notice in April 2025?

Wheels Up received the notice because its stock price failed to maintain an average closing price above $1.00 over 30 consecutive trading days, violating NYSE's continued listing standards.

What is Wheels Up's (UP) plan to address the NYSE listing compliance issue?

The company plans to propose a reverse stock split at its June 10, 2025 stockholder meeting and may consider other options to regain compliance within the six-month cure period.

How much liquidity does Wheels Up (UP) have as of December 2024?

Wheels Up has $316 million in total liquidity, comprising $216 million in unrestricted cash and a $100 million undrawn credit facility from Delta.

What strategic initiatives is Wheels Up (UP) implementing to improve profitability?

Wheels Up is modernizing its fleet with Embraer Phenom 300 and Bombardier Challenger 300 jets, leveraging its Delta Air Lines partnership, and focusing on premium customer solutions.