Shareholders to Vote on Significant Increase in Equity Incentive Pool Amidst Reverse Stock Split
UP is trading near its 52-week low of $0.36 (6.9% above the low).
Summary
Wheels Up Experience Inc. is asking shareholders to approve a significant increase of 75 million shares (pre-split) for its equity incentive plan, which, after a 1-for-20 reverse stock split, represents a potential dilution of over 10% to current outstanding shares, a critical move for talent retention amidst financial challenges.
Key Events · Corporate Governance and Compliance · UP
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Proposed Equity Incentive Plan Increase
Shareholders will vote on an amendment to the 2021 Long-Term Incentive Plan to increase the aggregate number of shares available for awards by 75,000,000 shares (pre-reverse split). This would bring the total authorized shares for the plan to 135,149,682 (pre-reverse split).
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Significant Potential Dilution
Adjusting for the 1-for-20 reverse stock split, the proposed increase would add 3,750,000 shares to the incentive pool. This represents a potential dilution of approximately 10.35% relative to the post-split outstanding shares of 36,228,701.
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Plan Extension
The amendment also seeks to extend the termination date of the Long-Term Incentive Plan to March 31, 2036, providing a longer runway for future equity awards.
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Routine Governance Proposals
Other proposals include the election of four Class II director nominees (including a new independent director, Roger Farah, replacing Timothy Armstrong), a non-binding advisory vote on executive compensation, and the ratification of Grant Thornton LLP as the independent auditor.
Analysis · UP · Energy & Transportation
Wheels Up Experience Inc. is seeking shareholder approval for a substantial increase in its equity incentive plan, proposing to add 75,000,000 shares (pre-reverse split) to the pool. This comes as the company is undergoing a 1-for-20 reverse stock split, effective April 24, 2026. After adjusting for the reverse split, this amendment would authorize an additional 3,750,000 shares for awards, representing a potential dilution of approximately 10.35% relative to the current outstanding shares. Given the company's previously reported significant financial distress and NYSE delisting notice, securing a robust equity incentive plan is critical for attracting and retaining key talent to execute its business transformation and ensure long-term stability. While dilutive, this measure is presented as necessary for the company's operational continuity and turnaround efforts.
How filings like this one have moved
In the 30 days to Sep 16, 2026, 30% of the 1759 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.34%. These are measured outcomes after filings of this importance, not a forecast for this one.
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At the time of this filing, UP was trading at $0.39 on NYSE in the Energy & Transportation sector, with a market capitalization of approximately $286.1M. The 52-week trading range was $0.36 to $3.50. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.