UP insider tax-withholding reduces holdings to 936,824 shares

Rhea-AI Filing Summary

David Godsman, identified as Chief Digital Officer, reported a transaction on 10/02/2025 that reduced his direct holdings of Wheels Up Experience Inc. (UP). The filing shows 39,891 shares of Class A common stock were disposed of at a price of $1.89 per share. The filing explains these shares were withheld to pay tax liabilities arising from the vesting of restricted stock units originally reported on 10/04/2024. After the transaction, the reporting person beneficially owned 936,824 shares, held directly. The Form 4 is signed on behalf of Mr. Godsman by an attorney-in-fact on 10/03/2025.

Positive

• Retained significant stake: Reporting person continues to beneficially own 936,824 shares directly
• Transaction is administrative: Shares were withheld for tax payment tied to RSU vesting rather than an open-market sale

Negative

• Shares disposed: 39,891 shares were disposed (withheld) at $1.89 per share to satisfy tax liabilities

Insights

Corporate Governance Analyst

TL;DR: Insider tax-withholding reduced holdings by 39,891 shares; remaining direct stake is 936,824 shares.

The Form 4 documents a routine internal equity settlement where shares were withheld to satisfy a tax obligation from RSU vesting that was originally reported on 10/04/2024. This is a non-dispositive, administrative action rather than an open-market sale.

Because the transaction was recorded as a disposal due to withholding (Transaction Code F), it does not indicate a voluntary cash sale and therefore typically carries limited governance signal about changing insider conviction.

Compensation & Equity Analyst

TL;DR: The event reflects RSU vesting tax settlement; price shown is $1.89 per share.

The entry cites withholding of 39,891 shares to cover taxes tied to vested restricted stock units disclosed previously. The transaction price of $1.89 is the reported per-share figure for the withheld shares.

This is an administrative equity-compensation settlement and does not change the quantity of vested awards previously granted; the filing references the original RSU vesting reported on 10/04/2024.

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^*

Godsman David

(Last) (First) (Middle)

C/O WHEELS UP EXPERIENCE INC.

2135 AMERICAN WAY

(Street)

CHAMBLEE GA 30341

(City) (State) (Zip)

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 Digital Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

4. 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 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	10/02/2025		F		39,891(1)	D	$1.89	936,824	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 withheld for payment of tax liability arising as a result of the vesting of restricted stock units originally reported by the Reporting Person in a Form 4 filed with the United States Securities and Exchange Commission on October 4, 2024.

	/s/ Mark Sorensen as attorney-in-fact for David Godsman	10/03/2025
	** 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 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.

FAQ

What transaction did Wheels Up insider David Godsman report on Form 4 (UP)?

The Form 4 reports that on 10/02/2025 39,891 Class A shares were disposed (withheld) at $1.89 per share to pay taxes from RSU vesting.

Why were the 39,891 shares disposed according to the filing?

The filing states the shares were withheld to satisfy a tax liability arising from the vesting of restricted stock units originally reported on 10/04/2024.

How many Wheels Up shares does David Godsman beneficially own after the transaction?

After the reported transaction, the filing shows direct beneficial ownership of 936,824 shares.

Who signed the Form 4 for David Godsman and when?

The Form 4 is signed by Mark Sorensen as attorney-in-fact for David Godsman on 10/03/2025.

Does this Form 4 indicate an open-market sale by the insider?

No. The transaction is coded as a withholding for tax payment related to RSU vesting, not an open-market sale.