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Wheels Up corrects officer's holdings to 59,645 shares

The amendment revises the Chief Growth Officer’s reported post-transaction beneficial ownership to 59,645 shares from 60,474 shares.

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Form Type
4/A

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Growth Officer Meaghan Danielle Wells had 829 shares of Class A common stock withheld on November 4, 2026, to pay tax liability arising from restricted stock unit vesting. The amendment corrects her reported beneficial ownership after the transaction to 59,645 shares, from 60,474 shares previously reported.

Insider Wells Meaghan Danielle
Role Chief Growth Officer
Type Security Shares Price Value
Tax Withholding Class A Common Stock, par value $0.0001 per share F1, F2 829 $3.07 $3K
Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 59,645 shares (Direct)
Footnotes (2)
  1. F1. Represents shares of Class A common stock, par value $0.0001 per share, of Wheels Up Experience Inc. that were withheld for the payment of tax liability arising as a result of the vesting of restricted stock units granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 (as amended by Amendment No. 1 thereto, effective April 15, 2024, Amendment No. 2 thereto, effective March 26, 2025, and Amendment No. 3 thereto, effective March 31, 2026), which were originally reported by the Reporting Person in a Form 3 filed with the United States Securities and Exchange Commission ("SEC") on June 27, 2025.
  2. F2. The purpose of this amendment is to correct the amount of securities beneficially owned following reported transaction(s) for the Reporting Person originally reported in Table I, Box 5 of the Form 4 filed by the Reporting Person with the SEC on November 6, 2026 (the "Original Form 4"). The amount of securities beneficially owned following the reported transactions on the Original Form 4 has been revised from 60,474 shares to 59,645 shares.
Shares withheld for tax liability 829 shares November 4, 2026
Reported price per share $3.07 per share November 4, 2026 transaction
Beneficial ownership after transaction 59,645 shares Corrected post-transaction amount
Previously reported beneficial ownership 60,474 shares Amount corrected by the amendment
restricted stock units financial
"vesting of restricted stock units granted under the Wheels Up Experience Inc. 2021 Long-Term"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
beneficially owned financial
"amount of securities beneficially owned following the reported transactions"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Long-Term Incentive Plan financial
"Wheels Up Experience Inc. 2021 Long-Term Incentive Plan"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

FAQ

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How many shares did UP Chief Growth Officer Meaghan Danielle Wells have withheld?

829 shares of Class A common stock were withheld on November 4, 2026, to pay tax liability arising from restricted stock unit vesting. Her reported beneficial ownership after the transaction was corrected to 59,645 shares, from 60,474 shares.

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

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Wells Meaghan Danielle

(Last)(First)(Middle)
C/O WHEELS UP EXPERIENCE INC.
2135 AMERICAN WAY

(Street)
CHAMBLEE GEORGIA 30341

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Wheels Up Experience Inc. [ UP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Growth Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
11/06/2026
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock, par value $0.0001 per share11/04/2026F829(1)D$3.0759,645(2)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares of Class A common stock, par value $0.0001 per share, of Wheels Up Experience Inc. that were withheld for the payment of tax liability arising as a result of the vesting of restricted stock units granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 (as amended by Amendment No. 1 thereto, effective April 15, 2024, Amendment No. 2 thereto, effective March 26, 2025, and Amendment No. 3 thereto, effective March 31, 2026), which were originally reported by the Reporting Person in a Form 3 filed with the United States Securities and Exchange Commission ("SEC") on June 27, 2025.
2. The purpose of this amendment is to correct the amount of securities beneficially owned following reported transaction(s) for the Reporting Person originally reported in Table I, Box 5 of the Form 4 filed by the Reporting Person with the SEC on November 6, 2026 (the "Original Form 4"). The amount of securities beneficially owned following the reported transactions on the Original Form 4 has been revised from 60,474 shares to 59,645 shares.
/s/ Oliver Fankhauser as attorney-in-fact for Meaghan Danielle Wells11/09/2026
** Signature of Reporting PersonDate
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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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