UP insider files Form 144 to sell 25,000 shares via Morgan Stanley

Rhea-AI Filing Summary

Wheels Up Experience Inc. (UP) filed a Form 144 notifying a proposed sale of 25,000 common shares through Morgan Stanley Smith Barney LLC with an aggregate market value of $73,537.50, to be executed approximately on 08/26/2025 on the NYSE. The filing shows the shares were received as restricted stock in multiple grants between 09/09/2023 and 02/26/2025 totaling the 25,000 shares listed. No securities were reported sold by the same person in the past three months. The filer certifies they are not aware of undisclosed material adverse information about the issuer.

Positive

• Full disclosure of broker and proposed sale details, including broker name, share count, aggregate market value and exchange
• Securities acquired as restricted stock with acquisition dates listed, clarifying the origin of the shares
• No sales in the past three months reported for the same person, indicating this is not part of a recent selling spree

Negative

• Insider intends to sell restricted shares, which may be viewed unfavorably by some investors despite being a small amount

Insights

Securities Analyst

TL;DR Proposed insider sale is small relative to outstanding shares and is a routine disclosure.

The filing notifies an intended sale of 25,000 common shares valued at $73,537.50 through Morgan Stanley, scheduled for 08/26/2025. Given the issuer's reported 698,798,208 shares outstanding, the proposed sale represents approximately 0.0036% of outstanding stock, which is immaterial to supply or pricing at market scale. The shares were issued as restricted stock across grants from 2023 to 2025, indicating these are previously granted compensation shares becoming eligible for transfer. Absence of sales in the prior three months suggests this is not part of an ongoing active selling pattern.

Compliance & Risk Analyst

TL;DR Form 144 appears compliant and documents required broker, acquisition dates, and representation about material nonpublic information.

The form lists the broker, acquisition dates and nature of acquisition (restricted stock), and includes the signature representation that the seller does not possess undisclosed material adverse information. The filing notes no reported sales in the past three months, and indicates the trade will be executed on the NYSE. From a compliance perspective, the submission contains the standard disclosures required under Rule 144, including aggregation instructions and the seller's attestation, which supports regulatory conformity for an insider disposition of restricted shares.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	25000	73537.50	698798208	08/26/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	09/09/2023	Restricted Stock	Issuer			1419	09/09/2023	Not Applicable
Common	02/23/2024	Restricted Stock	Issuer			3685	02/23/2024	Not Applicable
Common	02/23/2025	Restricted Stock	Issuer			3793	02/23/2025	Not Applicable
Common	02/26/2025	Restricted Stock	Issuer			14689	02/26/2025	Not Applicable
Common	09/09/2024	Restricted Stock	Issuer			1414	09/09/2024	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Wheels Up (UP) report in this Form 144?

The filer notifies a proposed sale of 25,000 common shares through Morgan Stanley Smith Barney LLC with an aggregate market value of $73,537.50 to be sold on or about 08/26/2025 on the NYSE.

Where did the shares being sold come from?

The shares were received as restricted stock in multiple grants on 09/09/2023 (1,419 shares), 02/23/2024 (3,685), 09/09/2024 (1,414), 02/23/2025 (3,793) and 02/26/2025 (14,689).

How large is the proposed sale relative to outstanding shares of Wheels Up?

The filing lists 698,798,208 shares outstanding; the 25,000-share sale represents approximately 0.0036% of outstanding shares.

Has the filer sold any shares of Wheels Up in the past three months?

The Form 144 states Nothing to Report for securities sold during the past three months by the person for whose account these securities are to be sold.

Who will execute the proposed sale and on what exchange?

The broker listed is Morgan Stanley Smith Barney LLC Executive Financial Services and the sale is to be executed on the NYSE.