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  4. [Form 4] Wheels Up Experience Inc. Insider Trading Activity

Wheels Up (UP) director Donald Lee Moak awarded 24,305 RSUs in equity grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Moak Donald Lee reported acquisition or exercise transactions in this Form 4 filing.

Wheels Up Experience Inc. director Donald Lee Moak reported receiving an equity-based compensation award. He was granted 24,305 restricted stock units (RSUs) of Class A common stock, which increased his directly held equity to 33,326 shares as reflected in the filing.

The RSUs were granted under the company’s 2021 Long-Term Incentive Plan, as amended, and will be settled in Class A common shares only if they vest. Vesting occurs in four equal quarterly installments on September 9, 2026, December 9, 2026, March 9, 2027, and June 9, 2027 or the next annual shareholder meeting date after June 9, 2027, subject to his continued service. The reported amounts reflect a prior 1-for-20 reverse stock split effective April 24, 2026.

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Insider Moak Donald Lee
Role null
Type Security Shares Price Value
Grant/Award Class A Common Stock, par value $0.0001 per share 24,305 $0.00 --
Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 33,326 shares (Direct, null)
Footnotes (1)
  1. Represents a grant of restricted stock units ("RSUs") 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), pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended. The RSUs will be settled in shares of Class A common stock, par value $0.0001 per share, of Wheels Up Experience Inc. (the "Issuer") upon vesting, if at all. The RSUs will vest in four equal quarterly installments on each of (i) September 9, 2026, (ii) December 9, 2026, (iii) March 9, 2027, and (iv) upon the earlier to occur of (a) June 9, 2027 or (b) the date of the next annual meeting of stockholders of the Issuer following June 9, 2027, in each case subject to the Reporting Person's continued service to the Issuer. Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026.
RSU grant size 24,305 RSUs Equity award to director Donald Lee Moak
Holdings after grant 33,326 shares Class A common stock directly held post-transaction
Reverse split ratio 1-for-20 Reverse stock split effective April 24, 2026
First vesting date September 9, 2026 First of four equal quarterly RSU vesting installments
Second vesting date December 9, 2026 Second quarterly RSU vesting installment
Third vesting date March 9, 2027 Third quarterly RSU vesting installment
Final vesting date trigger June 9, 2027 or next annual meeting Final RSU vesting, subject to continued service
restricted stock units ("RSUs") financial
"Represents a grant of restricted stock units ("RSUs") 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.
2021 Long-Term Incentive Plan financial
"under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023"
Rule 16b-3(d) regulatory
"pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended"
Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.
reverse stock split financial
"Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split"
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.
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Form 4 Insider Transactions: What Each Field Means →
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*
Moak Donald Lee
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026		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)

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 share06/09/2026A24,305(1)A$033,326(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 a grant of restricted stock units ("RSUs") 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), pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended. The RSUs will be settled in shares of Class A common stock, par value $0.0001 per share, of Wheels Up Experience Inc. (the "Issuer") upon vesting, if at all. The RSUs will vest in four equal quarterly installments on each of (i) September 9, 2026, (ii) December 9, 2026, (iii) March 9, 2027, and (iv) upon the earlier to occur of (a) June 9, 2027 or (b) the date of the next annual meeting of stockholders of the Issuer following June 9, 2027, in each case subject to the Reporting Person's continued service to the Issuer.
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 Donald Lee Moak06/10/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Wheels Up (UP) report for Donald Lee Moak?

Wheels Up reported that director Donald Lee Moak received a grant of 24,305 restricted stock units (RSUs) of Class A common stock as equity compensation, increasing his reported direct holdings to 33,326 shares following the grant.

How many Wheels Up (UP) shares does Donald Lee Moak hold after this Form 4?

After the reported RSU grant, Donald Lee Moak’s Form 4 shows 33,326 shares of Class A common stock held directly. This figure reflects his position following the 24,305 RSU award disclosed in the filing.

What is the vesting schedule for Donald Lee Moak’s Wheels Up (UP) RSUs?

The 24,305 RSUs vest in four equal quarterly installments: September 9, 2026, December 9, 2026, March 9, 2027, and the earlier of June 9, 2027 or the next annual stockholder meeting after that date, subject to his continued service.

Are Donald Lee Moak’s Wheels Up (UP) RSUs settled in cash or stock?

The filing states the RSUs will be settled in Class A common stock of Wheels Up Experience Inc. upon vesting, if at all. This means, when vesting conditions are met, he receives shares rather than cash, according to the plan terms.

Did a reverse stock split affect the numbers in this Wheels Up (UP) Form 4?

Yes. A footnote specifies that the reported securities amounts were adjusted for Wheels Up’s 1-for-20 reverse stock split that occurred on April 24, 2026, so the share and RSU figures already reflect that split ratio.

Is Donald Lee Moak’s Wheels Up (UP) Form 4 a stock purchase or a compensation grant?

The transaction is a compensation-related grant, not an open-market purchase. The Form 4 identifies the transaction code as a grant or award acquisition of 24,305 RSUs under the company’s long-term incentive plan, with no price per share reported.