Wheels Up Insider Filing: 594k RSUs Granted to New Growth Chief

Rhea-AI Filing Summary

Wheels Up Experience Inc. (UP) – Form 3 Insider Filing: The filing discloses the initial beneficial ownership of Meaghan Danielle Wells, newly-appointed Chief Growth Officer. As of the 06/17/2025 event date, Wells beneficially owns 594,708 Class A common shares, all in the form of unvested Restricted Stock Units (RSUs).

The RSUs were granted on two dates:

• 204,082 RSUs on 11/04/2024, vesting in three equal tranches on 11/04/2025, 2026 and 2027.
• 390,626 RSUs on 02/26/2025, vesting 25 % on 02/26/2026 with the remainder in 12 equal quarterly installments beginning 05/26/2026.

All vestings require Wells to remain employed by the company through each vesting date.

No derivative securities, options, or indirect ownership were reported. The filing is routine, provides transparency on insider equity alignment, and does not announce any transactions affecting the public float or earnings outlook.

Insights

Corporate Governance Expert

TL;DR: Routine Form 3 shows 594,708 RSUs to Chief Growth Officer; improves alignment, but no immediate market impact.

This Form 3 simply registers Ms. Wells as an insider following her appointment. The sizable RSU package aligns her incentives with shareholder value creation, yet the shares are unvested and spread over up to three years, so dilution risk is minimal in the near term. No open-market purchase or sale occurred, therefore liquidity dynamics remain unchanged. Investors should note the company’s commitment to equity-based compensation for senior talent but view the disclosure as administratively routine rather than a signal of forthcoming strategic moves.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Wells Meaghan Danielle

(Last) (First) (Middle)

C/O WHEELS UP EXPERIENCE INC.

2135 AMERICAN WAY

(Street)

CHAMBLEE GA 30341

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/17/2025

3. Issuer Name and Ticker or Trading Symbol
Wheels Up Experience Inc. [ UP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Growth Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.0001 per share	594,708(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents: (i) 204,082 Restricted Stock Units ("RSUs") granted on November 4, 2024 pursuant to Rule 16b-3(d) under the Securities Act of 1934, as amended ("Rule 16b-3(d)"), settleable in shares of Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") upon vesting in three equal installments on November 4, 2025, 2026 and 2027; and (ii) 390,626 RSUs granted on February 26, 2025 pursuant to Rule 16b-3(d) settleable in shares of Common Stock upon as follows: (a) 1/4th will vest on February 26, 2026, and (b) the remaining RSUs will vest in 12 equal quarterly installments commencing May 26, 2026. RSU vestings are subject to the Reporting Person's continued service to the Issuer through the applicable vesting date.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Mark Sorensen as attorney-in-fact for Meaghan Danielle Wells	06/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many Wheels Up (UP) shares does Meaghan Danielle Wells report owning?

594,708 Class A common shares, all represented by unvested RSUs.

What is Meaghan Danielle Wells’ role at Wheels Up Experience Inc.?

She is the Chief Growth Officer.

When do the reported RSUs for UP start vesting?

The first tranche vests on November 4, 2025; additional vesting begins February 26, 2026 and quarterly thereafter.

Does the Form 3 indicate any immediate share purchases or sales?

No. It only registers unvested RSUs; there are no open-market transactions disclosed.

Why was this SEC Form 3 filed?

To provide the initial statement of beneficial ownership for a newly designated Section 16 insider.