Wheels Up CLO has 377 shares withheld for taxes

Wheels Up Experience Inc. (UP) reported an insider equity event involving Chief Legal Officer Matthew J. Knopf.

Rhea-AI Filing Summary

Wheels Up Experience Inc. (UP) reported an insider equity event involving Chief Legal Officer Matthew J. Knopf. On 2026-08-26, 377 shares of Class A common stock were withheld at $5.06 per share to cover tax liability from the vesting of restricted stock units under the company’s 2021 Long-Term Incentive Plan. Following this tax-withholding disposition, Knopf directly holds 95,866 shares of Class A common stock.

Insider Trade Summary

Tax Withholding: 377 shares

Tax Withholding 1 txn

Insider Knopf Matthew J.

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock, par value $0.0001 per share F1	377	$5.06	$2K

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 95,866 shares (Direct)

Footnotes (1)

1. F1. Represents shares of Class A common stock, par value $0.0001 per share, 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, Amendment No. 2 thereto, effective March 26, 2025, and Amendment No. 3 thereto, effective March 31, 2026), which were originally reported by the Reporting Person in a Form 4/A filed with the United States Securities and Exchange Commission on March 14, 2025.

Key Figures

Shares withheld for taxes: 377 shares Tax-withholding share price: $5.06 per share Shares held after transaction: 95,866 shares

3 metrics

Shares withheld for taxes 377 shares Class A common stock withheld on 2026-08-26 for tax liability on RSU vesting

Tax-withholding share price $5.06 per share Value used for the 377 withheld shares

Shares held after transaction 95,866 shares Direct Class A common stock holdings of Matthew J. Knopf after the transaction

Key Terms

restricted stock units, Long-Term Incentive Plan, tax liability

3 terms

restricted stock units financial

"arising as a result of the vesting of restricted stock units granted"

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.

Long-Term Incentive Plan financial

"granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan"

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.

tax liability financial

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

FAQ

What insider transaction did UP report for Matthew J. Knopf?

UP reported that Chief Legal Officer Matthew J. Knopf had 377 shares of Class A common stock withheld on 2026-08-26 to pay tax liability arising from the vesting of restricted stock units under the company’s 2021 Long-Term Incentive Plan.

How many UP shares were involved in Matthew J. Knopf’s latest Form 4?

The Form 4 reports 377 shares of Wheels Up Experience Inc. Class A common stock withheld to satisfy tax liability in connection with the vesting of previously granted restricted stock units.

What was the price used for the tax-withholding shares in UP’s Form 4?

The tax-withholding disposition used a price of $5.06 per share for the 377 shares of Class A common stock withheld to cover Matthew J. Knopf’s tax liability on RSU vesting.

How many UP shares does Matthew J. Knopf hold after this transaction?

After the tax-withholding transaction, Matthew J. Knopf directly holds 95,866 shares of Wheels Up Experience Inc. Class A common stock, as reported in the Form 4.

Was the UP insider transaction a market sale or tax withholding?

The UP insider transaction was reported under code F and described as shares withheld for the payment of tax liability arising from the vesting of restricted stock units, not an open-market purchase or sale.

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

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Available on EDGAR 08/28/2026 - 08:04 PM Accepted by SEC EDGAR 08/28/2026 - 08:03 PM 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^*

Knopf Matthew J.

(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 Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.0001 per share	08/26/2026		F		377(1)	D	$5.06	95,866	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, 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, Amendment No. 2 thereto, effective March 26, 2025, and Amendment No. 3 thereto, effective March 31, 2026), which were originally reported by the Reporting Person in a Form 4/A filed with the United States Securities and Exchange Commission on March 14, 2025.

	/s/ Oliver Fankhauser as attorney-in-fact for Matthew J. Knopf	08/28/2026
	** 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)