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Wheels Up (NYSE: UP) details CSO transition and £378K severance package

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Wheels Up Experience Inc. announced that Chief Sales Officer Mark Briffa will step down from that role, remaining through September 1, 2026 to transition his duties. Chief Digital Officer David Godsman has assumed interim leadership of the global sales organization, in addition to his current responsibilities, and will work with Briffa to support an orderly transition.

Air Partner Limited, a subsidiary of Wheels Up, and Briffa entered into a Settlement Agreement dated August 12, 2026. The agreement provides continued salary through December 31, 2026, aggregate cash lump sums of £378,354.82 for severance and benefits (conditional on certain requirements), payment for accrued but untaken holidays, a full-year 2026 bonus subject to performance metrics, and capped reimbursements for legal and outplacement fees. Restricted stock units and performance-based restricted stock units scheduled or eligible to vest by September 1, 2027 will continue to vest under their original schedules, while all other equity awards were forfeited.

Positive

  • None.

Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Severance and benefits lump sums £378,354.82 Aggregate cash lump sums representing severance and benefits payments under Settlement Agreement
Transition end date September 1, 2026 Date through which Mark Briffa will remain to transition duties
Separation Date December 31, 2026 Date through which salary continues under the Settlement Agreement
Equity vesting continuation end September 1, 2027 Date through which eligible RSUs and performance-based RSUs may continue to vest
Settlement Agreement date August 12, 2026 Date Air Partner Limited and Mark Briffa executed the Settlement Agreement
Settlement Agreement regulatory
"entered into a Settlement Agreement (the “Agreement”), which includes a general release"
A settlement agreement is a legally binding deal where two sides resolve a dispute—often a lawsuit—by agreeing on terms such as payments, actions, or changes in behavior instead of continuing the case to trial. For investors it matters because settlements can create immediate costs, limit future liabilities or risks, and change a company's cash flow, reputation, or ongoing obligations much like paying a negotiated bill to avoid a lengthy, uncertain fight.
general release of claims regulatory
"includes a general release of claims by Mr. Briffa in favor of the Company"
non-solicitation regulatory
"confirms that certain non-solicitation, non-disparagement and confidentiality covenants"
A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.
performance-based restricted stock units financial
"any restricted stock units or performance-based restricted stock units held by Mr. Briffa"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
accrued but untaken holidays other
"a cash lump sum, less applicable deductions, for any accrued but untaken holidays"

FAQ

What leadership change did Wheels Up (UP) disclose regarding its Chief Sales Officer?
Wheels Up disclosed that Chief Sales Officer Mark Briffa will leave that role, remaining through September 1, 2026 to transition his duties, while Chief Digital Officer David Godsman assumes interim leadership of the global sales organization.

What are the key financial terms of Mark Briffa’s Settlement Agreement with Wheels Up (UP)?
The Settlement Agreement provides continued salary through December 31, 2026 and aggregate cash lump sums of £378,354.82 for severance and benefits, plus a 2026 bonus opportunity, holiday pay, and capped reimbursements for legal and outplacement fees.

How are Mark Briffa’s equity awards treated under the Wheels Up (UP) Settlement Agreement?
Any RSUs and performance-based RSUs that were scheduled or eligible to vest by September 1, 2027 will continue to vest on their original schedules, while all other equity awards held by Briffa were forfeited.

What ongoing obligations does Mark Briffa have to Wheels Up (UP) after separation?
The Settlement Agreement confirms that non-solicitation, non-disparagement and confidentiality covenants will continue to apply to Briffa after separation, and it includes a general release of claims he grants in favor of Wheels Up and its subsidiaries.

When was the Settlement Agreement between Wheels Up (UP) subsidiary Air Partner and Mark Briffa signed?
Air Partner Limited, a subsidiary of Wheels Up, and Mark Briffa entered into the Settlement Agreement on August 12, 2026, following the August 10, 2026 decision on his departure as Chief Sales Officer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
0001819516FALSE00018195162026-08-102026-08-10

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
 CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of Report (Date of earliest event reported): August 10, 2026
WHEELS UP EXPERIENCE INC.
(Exact name of registrant as specified in its charter)
Delaware001-3954198-1617611
(State or other jurisdiction(Commission(I.R.S. Employer
of incorporation)File Number)Identification No.)
2135 American Way
Chamblee, Georgia
30341
(Address of principal executive offices)(Zip Code)
(212) 257-5252
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Class A common stock, $0.0001 par value per shareUPNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)(e) On August 10, 2026, Wheels Up Experience Inc. (the “Company”) and Mark Briffa, the Company’s Chief Sales Officer, agreed that Mr. Briffa would depart as Chief Sales Officer but remain with the Company to transition his duties through September 1, 2026. David Godsman, the Company’s Chief Digital Officer, has assumed leadership of the Company’s global sales organization on an interim basis, in addition to his current role as Chief Digital Officer, and will work directly with Mr. Briffa to support an orderly transition.
On August 12, 2026, Air Partner Limited, a subsidiary of the Company, and Mr. Briffa entered into a Settlement Agreement (the “Agreement”), which includes a general release of claims by Mr. Briffa in favor of the Company and its subsidiaries, confirms that certain non-solicitation, non-disparagement and confidentiality covenants will continue to apply to Mr. Briffa post-separation and waives certain other covenants in favor of Mr. Briffa. The Agreement also provides for the payment to Mr. Briffa of: continued salary through December 31, 2026 (the “Separation Date”); aggregate cash lump sums of £378,354.82, less applicable deductions, representing severance and benefits payments, to be paid after the Separation Date upon the satisfaction of certain conditions by Mr. Briffa; a cash lump sum, less applicable deductions, for any accrued but untaken holidays as of the Separation Date; a full-year bonus under the Company’s annual discretionary cash bonus plan for 2026, subject to the application of bonus plan performance metrics approved by the Company’s Board of Directors, payable in 2027 consistent with the Company’s normal practice; and capped reimbursements for legal fees in connection with the Agreement and outplacement support agency fees. In addition, any restricted stock units or performance-based restricted stock units held by Mr. Briffa as of the Agreement date that were scheduled or eligible to vest by September 1, 2027 will continue to vest, if at all, in accordance with their original schedules until such date. All other equity compensation awards were forfeited.
The preceding description of the Agreement is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01    Financial Statements and Exhibits.
 (d)    Exhibits.
Exhibit NumberDescription
10.1*†+
Settlement Agreement, dated August 12, 2026, by and between Mark Briffa and Air Partner Limited
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith.
†Management contract or compensatory plan or arrangement.
+Certain portions of this Exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K. Certain schedules, exhibits, annexes and/or appendices have been omitted pursuant to Item 601(a)(5) and/or Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or Exhibit to the SEC upon request.


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
WHEELS UP EXPERIENCE INC.
Date: August 14, 2026
By:/s/ George Mattson
Name:George Mattson
Title:Chief Executive Officer


Source: View Original Filing on SEC EDGAR

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