Offerings // Wheels Up Experience Inc.

UP offering history

Every offering-related filing in Wheels Up Experience Inc.’s recent SEC record — registrations (announced capacity) kept separate from pricing documents (executed sales). Reviewed 559 filings back to Jul 29, 2020.

Last executed offering

Aug 29, 2025

424B5 — priced deal (shares or notes)

Last registration (announced)

Jun 1, 2026

S-3/A — capacity, not a sale

Executed, last 12 months

424B pricings + 8-K 3.02 sales

Registered, last 12 months

S-1/S-3/F-series registrations

Date	Filing		What it means
Jun 5, 2026	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Jun 1, 2026	S-3/A →	REGISTERED	S-3/A registration — capacity to sell shares, not a sale yet
May 22, 2026	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Aug 29, 2025	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Jan 10, 2025	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Dec 27, 2024	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Nov 16, 2023	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Sep 21, 2023	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Aug 10, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Aug 10, 2022	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Jul 15, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Jun 23, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Jun 6, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
May 13, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
May 13, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Mar 22, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Mar 21, 2022	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Feb 28, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Nov 10, 2021	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Aug 25, 2021	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Aug 24, 2021	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Aug 24, 2021	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Aug 23, 2021	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Aug 3, 2021	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet
Jul 19, 2021	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Jun 23, 2021	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Jun 23, 2021	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Feb 1, 2021	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Sep 24, 2020	424B4 →	EXECUTED	Final prospectus — offering priced (typical for IPOs and marketed share deals)
Sep 22, 2020	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Sep 18, 2020	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Sep 16, 2020	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Sep 4, 2020	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet

UP offering-related filings from SEC EDGAR, newest first (capped at 40). Each links to the original document.

Two honest limits. (1) A 424B takedown can price shares or notes— EDGAR’s metadata doesn’t say which, so open the document: large investment-grade filers use these mostly for bond deals (no dilution), small-caps mostly for shares. (2) At-the-market (ATM) programs sell shares gradually and individual sales are not separately filed — the visible footprint is the enabling shelf and its 424B5; actual ATM share counts surface later in the 10-Q/10-K share count. Educational information from public filings, not investment advice.

Is a shelf active now? →Do they need money? →Red flags →Full UP workspace →

UP offering FAQ

When did UP last execute an offering?

Per SEC filings, Wheels Up Experience Inc.'s most recent priced offering document is a 424B5 filed 2025-08-29. Note a 424B takedown can price shares or notes (debt) — the linked document says which.

When did UP last announce or register an offering?

The most recent registration is a S-3/A filed 2026-06-01. A registration is capacity to sell shares — not a sale.

Does an offering always mean dilution?

Registered direct offerings and shelf takedowns issue new shares and dilute existing holders. Resale registrations (424B3/B7) let existing holders sell and do not create new shares. Secondary sales by insiders also do not dilute. Each row here is labeled with what it is.