Wheels Up Insider Sale: David Holtz Sells 36,318 Shares at ~$2.92

Rhea-AI Filing Summary

David L. Holtz, Chief Operating Officer and Director of Wheels Up Experience Inc. (UP), reported the sale of Class A common stock on 08/29/2025. The Form 4 shows 36,318 shares were sold in multiple transactions at a weighted-average price of $2.92 per share (prices ranged $2.92–$2.93). After the reported sales, the filing states the reporting person beneficially owned 954,254 shares. The filing was signed by an attorney-in-fact and contains an explanation that the weighted-average price reflects multiple sales and that the reporter will provide supplemental detail on request.

Positive

• Disclosure completed: The officer/director filed a timely Form 4 disclosing the sale and post-transaction beneficial ownership.
• Price transparency: The filing provides a weighted-average price and explains the range of transaction prices ($2.92 to $2.93) and offers to supply per-transaction details on request.

Negative

• Insider reduced holdings: The reporting person sold 36,318 Class A shares on 08/29/2025.
• Significant residual position: After the sale the filing reports 954,254 shares still beneficially owned (no percentage of outstanding shares provided).

Insights

Securities Analyst

TL;DR: Insider sale disclosed: 36,318 shares sold at ~$2.92, leaving 954,254 shares beneficially owned.

The Form 4 is a routine Section 16 disclosure showing an officer/director sale rather than an acquisition. The filing provides a weighted-average price and confirms multiple transaction prices between $2.92 and $2.93. This disclosure satisfies reporting requirements by specifying the number of shares sold, post-transaction beneficial ownership, and offering to provide per-transaction price details upon request. No derivative transactions or other securities changes are reported.

Corporate Governance Expert

TL;DR: Officer reported an ordinary-course sale with full explanatory note and attorney-in-fact signature.

The submission identifies the reporting person as both an officer (COO) and director and includes an explanatory statement about the weighted-average sale price. The Form 4 shows a single class of non-derivative shares affected and includes a manual signature via attorney-in-fact dated 09/03/2025. The filing contains the necessary disclosure elements for insider trading transparency; it does not include any plan-based 10b5-1 checkbox or indication of an amendment to a prior filing.

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
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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^*

Holtz David L

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		S		36,318	D	$2.92(1)	954,254	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. The price reported in this box in Column 4 is a weighted average price. These shares were sold on August 29, 2025 in multiple transactions at prices ranging from $2.92 to $2.93 per share, inclusive. The Reporting Person undertakes to provide to Wheels Up Experience Inc. (the "Company"), any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

	/s/ Mark Sorensen as attorney-in-fact for David L Holtz	09/03/2025
	** 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 did David L. Holtz report on Form 4 for Wheels Up Experience Inc. (UP)?

The Form 4 reports the sale of 36,318 Class A shares on 08/29/2025 at a weighted-average price of $2.92, leaving 954,254 shares beneficially owned.

What price range is disclosed for the shares sold by the reporting person?

The filing states prices ranged from $2.92 to $2.93 per share and that the reported price is a weighted average.

What is the reporting person's role at Wheels Up Experience Inc. (UP)?

The reporting person is identified as Chief Operating Officer and a Director of the company.

When was the Form 4 signed and by whom?

The Form 4 was signed by Mark Sorensen as attorney-in-fact for David L. Holtz on 09/03/2025.

Does the Form 4 show any derivative transactions or 10b5-1 plan checkbox?

No derivative transactions are reported in Table II, and the filing does not indicate a 10b5-1 plan checkbox selection.