Wheels Up CMO has 653 shares withheld for taxes

Wheels Up Experience Inc. Chief Marketing Officer Kristen Lauria reported a routine tax-withholding transaction related to equity compensation.

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Marketing Officer Kristen Lauria reported a routine tax-withholding transaction related to equity compensation. On this Form 4, 653 shares of Class A common stock were withheld at $5.03 per share to cover tax liability from vested restricted stock units under the company’s 2021 Long-Term Incentive Plan.

After this withholding, Lauria directly holds 82,703 shares of Class A common stock, adjusted for the company’s 1-for-20 reverse stock split that occurred on April 24, 2026. This filing reflects compensation-related share withholding rather than an open-market purchase or sale.

Insider Trade Summary

Exercise Price or Tax Liability: 653 shares

Exercise Price or Tax Liability 1 txn

Insider Lauria Kristen

Role Chief Marketing Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock, par value $0.0001 per share	653	$5.03	$3K

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 82,703 shares (Direct)

Footnotes (2)

1. F1. Represents shares of Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") 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, and Amendment No. 2 thereto, effective March 26, 2025), which were originally reported by the Reporting Person in a Form 3 filed with the U.S. Securities and Exchange Commission on June 5, 2023.
2. F2. Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026.

Key Figures

Shares withheld for taxes: 653 shares Withholding price per share: $5.03 per share Shares held after transaction: 82,703 shares +2 more

5 metrics

Shares withheld for taxes 653 shares Tax-withholding disposition on May 15, 2026

Withholding price per share $5.03 per share Value used for tax-withholding shares

Shares held after transaction 82,703 shares Direct Class A holdings following withholding

Tax-withholding shares in summary 653 shares Reported as tax withholding in transactionSummary

Reverse stock split ratio 1-for-20 Reverse split occurred on April 24, 2026

Key Terms

restricted stock units, tax liability, Long-Term Incentive Plan, reverse stock split, +1 more

5 terms

restricted stock units financial

"vesting of restricted stock units granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan"

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.

tax liability financial

"shares ... were withheld for the payment of tax liability arising as a result of the vesting"

Long-Term Incentive Plan financial

"granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023"

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.

reverse stock split financial

"adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Class A common stock financial

"Represents shares of Class A common stock, par value $0.0001 per share"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Kristen Lauria report in Wheels Up (UP) Form 4?

Kristen Lauria reported a compensation-related share withholding. 653 Wheels Up Class A shares were withheld to satisfy tax liabilities from vested restricted stock units granted under the 2021 Long-Term Incentive Plan, rather than being sold in the open market.

How many Wheels Up (UP) shares were withheld and at what price?

A total of 653 Wheels Up Class A common shares were withheld at an effective value of $5.03 per share. This withholding covered tax liabilities tied to the vesting of restricted stock units previously granted as part of Kristen Lauria’s equity compensation.

Why were Wheels Up (UP) shares withheld from Kristen Lauria?

The 653 shares were withheld to pay tax liabilities arising from the vesting of restricted stock units. This is a common mechanism in equity compensation, allowing the company to use a portion of vested shares to satisfy the insider’s withholding tax obligations.

How many Wheels Up (UP) shares does Kristen Lauria hold after this Form 4?

After the tax-withholding transaction, Kristen Lauria directly holds 82,703 shares of Wheels Up Class A common stock. This amount reflects adjustments for the company’s 1-for-20 reverse stock split that occurred on April 24, 2026, as noted in the filing footnotes.

Was Kristen Lauria’s Wheels Up (UP) Form 4 an open-market sale?

No, the Form 4 does not show an open-market sale. The 653 shares were withheld by Wheels Up solely to cover tax liabilities from vested restricted stock units, a non-market, compensation-related disposition rather than a discretionary sale of shares.

How does the reverse stock split affect the holdings in Wheels Up (UP)?

The filing notes that amounts were adjusted for a 1-for-20 reverse stock split on April 24, 2026. This means prior share counts were consolidated, so the 82,703 shares now reported represent post-split holdings, giving an accurate, current view of Kristen Lauria’s position.

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

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Accepted by SEC EDGAR 05/19/2026 - 08:00 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Lauria Kristen

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.0001 per share	05/15/2026		F		653(1)	D	$5.03	82,703(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") 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, and Amendment No. 2 thereto, effective March 26, 2025), which were originally reported by the Reporting Person in a Form 3 filed with the U.S. Securities and Exchange Commission on June 5, 2023.

2. Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026.

	/s/ Mark Sorensen as attorney-in-fact for Kristen Lauria	05/19/2026
	** 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 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)