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SCHEDULE 13D/A Filed 2026-11-05 Event 2026-11-04 SEC 0001683168-26-008357 →

DELTA AIR LINES, INC. → Wheels Up Experience Inc. UP

Stake: 36.20% Shares: 13,168,465 CUSIP: 96328L304 Class: Class A Common Stock, par value $0.0001 per share
Composite Decision Signal · AVOID (DILUTION / EXIT TRAP) Conviction Score: 25/100
Disqualifiers: INSIDER_LIQUIDATION_INTO_CATALYST: $0.01M insider selling into catalyst (±14d)
  • Active Schedule 13D filer baseline
  • High conviction ownership stake (36.2%)
  • Elevated short days-to-cover (9.4 DTC)

Item 4 — Purpose of Transaction

Item 4 is hereby amended and supplemented by deleting the last paragraph of Item 4 of Amendment No. 7 and replacing it with the following: "Additional Revolving Credit Facility Provided by Delta As disclosed by the Issuer in a Current Report on Form 8-K filed by the Issuer with the SEC on November 5, 2026 (the "November 2026 Form 8-K"), the Issuer entered into Amendment No. 6 to the Credit Agreement (the "Credit Agreement Amendment No. 6"), dated as of November 4, 2026, by and among the Issuer, as borrower, the other loan parties party thereto, as guarantors, the Reporting Person and CK Wheels, as the Required Lenders and Lead Lenders (each as defined in the Credit Agreement), Cox, as a lender, and U.S. Bank Trust Company, N.A., as administrative agent, pursuant to which, among other things, the Reporting Person provided a commitment for an additional $100.0 million revolving credit facility (the "2026 Revolving Credit Facility"). The economic and legal terms of the 2026 Revolving Credit Facility are substantially similar to those of the existing $100.0 million revolving credit facility under the Credit Agreement (the "2023 Revolving Credit Facility" and, together with the 2026 Revolving Credit Facility, the "Revolving Credit Facilities"), except: (i) the 2026 Revolving Credit Facility is available to be drawn from time to time through December 1, 2027, which is the scheduled maturity date for such facility; (ii) interest on any principal amounts drawn under the 2026 Revolving Credit Facility will accrue at a rate of 10% per annum on the unpaid principal balance then outstanding and the Issuer must pay a 2% per annum facility fee with respect to the full amount of the commitment under the 2026 Revolving Credit Facility, which in each case is payable-in-kind and compounded and capitalized to the principal amount of the 2026 Revolving Credit Facility outstanding on the last day of each of March, June, September and December, and the maturity date; and (iii) the Issuer must use any net proceeds from certain new equity issuances to prepay any amounts then outstanding under the 2026 Revolving Credit Facility, subject to certain terms and conditions. The 2026 Revolving Credit Facility is expected to mature prior to the 2023 Revolving Credit Facility (which is available to be drawn by the Issuer until September 20, 2028 pursuant to Amendment No. 5 to the Credit Agreement ("Credit Agreement Amendment No. 5")) and is permitted to be repaid prior to amounts due and owing under the 2023 Revolving Credit Facility. Similar to the 2023 Revolving Credit Facility, the Issuer may only borrow available amounts under the 2026 Revolving Credit Facility at any time through its maturity date in an amount and to the extent that after giving pro forma effect to any borrowing thereunder and any borrowings under the 2023 Revolving Credit Facility, the Issuer's Unrestricted Cash Amount (as defined in the Credit Agreement) will not exceed $100.0 million. In addition, the Issuer generally must promptly repay any borrowings under the 2026 Revolving Credit Facility prior to its maturity date to the extent the Issuer's Unrestricted Cash Amount (as defined in the Credit Agreement) exceeds $100.0 million. The 2026 Revolving Credit Facility is secured by the same collateral as the other loans under the Credit Agreement. The other material terms of Credit Agreement Amendment No. 6 are described in more detail in the November 2026 Form 8-K. The foregoing descriptions of Credit Agreement Amendment No. 5 and Credit Agreement Amendment No. 6 do not purport to be complete and are qualified in their entirety by reference to Credit Agreement Amendment No. 5 and Credit Agreement Amendment No. 6 filed as Exhibit 10 and Exhibit 11, respectively, to this Schedule 13D, which are incorporated by reference herein. Credit Support for the Revolving Equipment Notes Facilities As previously disclosed by the Issuer, in connection with the closing of a $68.0 million Series B revolving equipment notes facility of WUP LLC on May 21, 2026 (the "Series B Equipment Notes Facility"), the Reporting Person provided credit support for the Series B Equipment Notes Facility on terms substantially similar to its credit support for the Series A Equipment Notes Facility (a component of the Revolving Equipment Notes Facility). As disclosed in the November 2026 Form 8-K, on November 3, 2026, WUP LLC amended the Series A Equipment Notes Facility to permit the issuance of Revolving Equipment Notes to finance a pre-delivery payment for aircraft purchases (the "PDP Financing"). In connection with the PDP Financing, the Reporting Person (i) reaffirmed its credit support for the Revolving Equipment Notes Facility, which effectively guarantees WUP LLC's payment obligations thereunder upon the occurrence and continuation of specified events of default, and (ii) consented to the PDP Financing in its capacity as a lender under the Credit Agreement. The Reporting Person disclaims membersh

Cross-References

Insider Activity (last 365d)
6 transactions
1 buys · 2 sales · 0 awards/exercises
Issuer Cluster
3 13D/G filings on this issuer
2 other filings besides this one
Filer Track Record
8 filings by this filer
7 other filings in the data moat
Short Interest · settle 2026-10-15
DTC 9.45
859,531 shares short · -7.6% vs prior

Form 4 Insider Transactions · last 365d

DateInsiderRoleTypeSharesPriceValue
2026-10-02 Chatkewitz Alexander officer F 1,173 $3.50 $4K
2026-09-09 Knopf Matthew J. officer F 4,345 $4.04 $18K
2026-09-08 Wells Meaghan Danielle officer Sale 923 $4.39 $4K
2026-08-10 Wells Meaghan Danielle officer Sale 4,358 $5.41 $24K
2026-05-18 Mattson George N director, officer Buy 1,475 $5.56 $8K
2026-05-15 Lauria Kristen officer F 653 $5.03 $3K

Other 13D/G Filings on Wheels Up Experience Inc.

FiledFormFilerStakeShares
2026-06-02 SCHEDULE 13D/A DELTA AIR LINES, INC. 36.30% 13,168,465 view →
2023-09-22 SC DELTA AIR LINES, INC. — — view →

Other Filings by DELTA AIR LINES, INC.

FiledFormIssuerStakeShares
2026-06-02 SCHEDULE 13D/A Wheels Up Experience Inc. WSUPW 36.30% 13,168,465 view →
2023-09-22 SC Wheels Up Experience Inc. WSUPW — — view →
2022-11-14 SC LATAM AIRLINES GROUP S.A. LTM — — view →
2022-05-24 SC LATAM AIRLINES GROUP S.A. LTM — — view →
2022-01-14 SC LATAM AIRLINES GROUP S.A. LTM — — view →
2021-12-13 SC LATAM AIRLINES GROUP S.A. LTM — — view →
2021-09-07 SC LATAM AIRLINES GROUP S.A. LTM — — view →

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