How did Wheels Up’s reverse stock split affect the share counts in this Form 4?

The footnotes state that share amounts were adjusted for a 1-for-20 reverse stock split effective April 24, 2026. This consolidation reduced the number of outstanding shares while proportionally increasing the per-share price, without changing the overall economic value of holdings reported.

Wheels Up (NYSE: UP) CDO has 492 shares withheld for RSU tax

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Digital Officer David Godsman reported routine tax-related share withholdings connected to vesting of restricted stock units. Two entries on May 26, 2026 show a total of 492 shares of Class A common stock withheld at $8.66 per share to cover tax liabilities, not open-market sales.

The footnotes explain these RSUs were granted under the company’s amended and restated 2021 Long-Term Incentive Plan and that the amounts were adjusted for a 1-for-20 reverse stock split that occurred on April 24, 2026. Following these withholdings, Godsman directly holds 80,771 shares of Class A common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Godsman David

Role Chief Digital Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock, par value $0.0001 per share	130	$8.66	$1K
Tax Withholding	Class A Common Stock, par value $0.0001 per share	362	$8.66	$3K

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 80,771 shares (Direct, null)

Footnotes (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 ("RSUs") 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, the "A&R 2021 LTIP"), which were originally reported by the Reporting Person in a Form 4 filed with the United States Securities and Exchange Commission ("SEC") on June 7, 2024. Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026. Represents shares of Common Stock of the Issuer that were withheld for the payment of tax liability arising as a result of the vesting of RSUs granted under the A&R 2021 LTIP, which were originally reported by the Reporting Person in a Form 4/A filed with the SEC on March 14, 2025.

Key Figures

Tax-withheld shares total: 492 shares First tax-withholding block: 362 shares Second tax-withholding block: 130 shares +3 more

6 metrics

Tax-withheld shares total 492 shares Class A common stock withheld for tax liabilities on RSU vesting

First tax-withholding block 362 shares Class A common stock withheld on May 26, 2026

Second tax-withholding block 130 shares Additional Class A common stock withheld on May 26, 2026

Tax valuation price $8.66 per share Price used for tax-withholding dispositions of Class A stock

Shares held after transactions 80,771 shares Direct Class A common stock holdings after withholdings

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

Key Terms

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

5 terms

restricted stock units ("RSUs") financial

"arising as a result of the vesting of restricted stock units ("RSUs") granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

reverse stock split financial

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

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

tax liability financial

"were withheld for the payment of tax liability arising as a result of the vesting of restricted stock units"

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.

Form 4 regulatory

"originally reported by the Reporting Person in a Form 4 filed with the United States Securities and Exchange Commission"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/28/2026 - 08:02 PM

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

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 Digital Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.0001 per share	05/26/2026		F		130⁽¹⁾	D	$8.66	80,771⁽²⁾	D
Class A Common Stock, par value $0.0001 per share	05/26/2026		F		362⁽³⁾	D	$8.66	80,409	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 ("RSUs") 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, the "A&R 2021 LTIP"), which were originally reported by the Reporting Person in a Form 4 filed with the United States Securities and Exchange Commission ("SEC") on June 7, 2024.

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

3. Represents shares of Common Stock of the Issuer that were withheld for the payment of tax liability arising as a result of the vesting of RSUs granted under the A&R 2021 LTIP, which were originally reported by the Reporting Person in a Form 4/A filed with the SEC on March 14, 2025.

	/s/ Mark Sorensen as attorney-in-fact for David Godsman	05/28/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Wheels Up (UP) Chief Digital Officer David Godsman report in this Form 4?

David Godsman reported share dispositions that were purely tax-related, not market sales. A total of 492 Class A common shares were withheld to satisfy tax liabilities arising from vesting restricted stock units granted under Wheels Up’s amended 2021 long-term incentive plan.

How many Wheels Up (UP) shares were withheld for taxes in this filing?

The filing shows 492 Class A common shares withheld to cover tax liabilities. These came from two transactions of 362 and 130 shares, both tied to the vesting of restricted stock units issued under the amended and restated 2021 long-term incentive plan.

At what price were the withheld Wheels Up (UP) shares valued for tax purposes?

The withheld Class A common shares were valued at $8.66 per share for tax purposes. This price was used to calculate the number of shares needed to satisfy the tax liability created when previously granted restricted stock units vested under the company’s long-term incentive plan.

How many Wheels Up (UP) shares does David Godsman hold after these transactions?

After the reported tax-withholding transactions, David Godsman directly holds 80,771 Class A common shares. This post-transaction balance reflects adjustments for the company’s 1-for-20 reverse stock split and the small number of shares withheld to cover related tax obligations.

Were these Wheels Up (UP) insider transactions open-market sales or tax withholdings?

The transactions were tax withholdings, not open-market sales. Both are coded as “F,” meaning shares were delivered to cover tax liabilities from vesting restricted stock units, rather than actively sold in the market for discretionary portfolio or liquidity reasons.