Wheels Up Experience Inc SEC Filings

Wheels Up Experience Inc. disclosed amendments to its Investor Rights Agreement that extend resale restrictions on certain holders' Class A common stock. The Lead Investors agreed to extend the lock-up on all of their shares issued under the agreement through May 22, 2026, subject to limited exceptions for transfers to permitted transferees. The Additional Investors agreed to extend the lock-up on 29% of their shares through January 2, 2026, with specified timing windows, volume limits and a stated minimum per-share price for any permitted transfers as set forth in the amendment.

The amendment is filed/furnished with the Form 8-K and is signed by CEO George Mattson on behalf of the company.

Insider reported tax-withholding sale tied to RSU vesting. Matthew J. Knopf, identified as Chief Legal Officer and a director of Wheels Up Experience Inc. (UP), reported a transaction dated 09/09/2025 in which 87,471 shares of Class A common stock were disposed at a price of $2.22 per share. After the reported disposition, Mr. Knopf beneficially owned 1,211,010 shares.

The filing explains the shares were withheld to pay tax liabilities arising from the vesting of restricted stock units originally reported in a Form 4 filed on September 11, 2024. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Knopf on 09/11/2025.

Brian Joseph Kedzior, Chief People Officer of Wheels Up Experience Inc. (UP), reported a disposition of 586 shares of Class A common stock on 09/09/2025 at a price of $2.22 per share. The filing indicates these shares were withheld to satisfy tax withholding obligations from the vesting of restricted stock units originally reported in a Form 3 on March 26, 2024. After the withholding, Kedzior beneficially owns 834,328 shares of Class A common stock, held directly.

Mark Briffa, Chief Sales Officer of Wheels Up Experience Inc. (UP), reported two transactions in September 2025. On 09/09/2025 8,784 shares of Class A common stock were disposed under Code F as shares were withheld to satisfy tax obligations arising from the vesting of restricted stock units, at a reported price of $2.22 per share, leaving 1,060,373 shares owned after that transaction. On 09/11/2025 he reported a sale of 9,904 shares in one transaction at $2.18 per share, resulting in 1,050,469 shares beneficially owned following the sale.

The Form 4 was signed by an attorney-in-fact, Mark Sorensen, on behalf of Mr. Briffa on 09/11/2025. The filing includes an explanation that the 8,784-share disposition was withholding to cover taxes from RSU vesting originally reported on April 4, 2023, and that the reporter will provide details on the numbers sold at the stated price upon request.

Wheels Up Experience Inc. (UP) notice reports a proposed sale of 9,904 common shares through Morgan Stanley Smith Barney on the NYSE scheduled for 09/11/2025 with an aggregate market value of $21,541.20. The shares were acquired as restricted stock from the issuer on 09/09/2025 and payment was recorded on that date. The filing also lists two recent sales by the same person, Mark Briffa, of 5,780 shares each on 08/26/2025 and 08/28/2025 for gross proceeds of $17,343.47 and $17,095.51, respectively. The notice includes the seller's representation that they are unaware of any undisclosed material adverse information about the issuer.

Alexander Chatkewitz, Chief Accounting Officer of Wheels Up Experience Inc. (ticker UP), reported a transaction dated 09/05/2025 on a Form 4 filed 09/09/2025. The filing shows a disposition of 3,396 shares of Class A common stock under transaction code F at a price of $2.00 per share. The form states these shares were withheld to satisfy tax liability arising from the vesting of restricted stock units originally reported in a Form 3 on September 11, 2024. After the transaction the reporting person beneficially owned 504,066 shares. The Form 4 was signed by an attorney-in-fact.

David L. Holtz, Chief Operating Officer and Director of Wheels Up Experience Inc. (UP), reported the sale of Class A common stock on 08/29/2025. The Form 4 shows 36,318 shares were sold in multiple transactions at a weighted-average price of $2.92 per share (prices ranged $2.92–$2.93). After the reported sales, the filing states the reporting person beneficially owned 954,254 shares. The filing was signed by an attorney-in-fact and contains an explanation that the weighted-average price reflects multiple sales and that the reporter will provide supplemental detail on request.

Wheels Up Experience Inc. (UP) filed a Form 144 reporting a proposed sale of 36,318 common shares valued at $106,124.83 to be executed through Morgan Stanley Smith Barney LLC on the NYSE with an approximate sale date of 08/29/2025. The 36,318 shares correspond to restricted stock that vested under a registered plan on three dates in 2025: 02/26/2025 (23,562 shares), 05/26/2025 (6,369 shares) and 08/26/2025 (6,387 shares). The filer reports no securities sold in the past three months and affirms they are not aware of undisclosed material adverse information about the issuer.