Wheels Up (UP) CDO awarded 721,154 RSUs, withholds shares for tax

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Digital Officer David Godsman reported a mix of stock awards and tax-related share dispositions. He received a grant of 721,154 restricted stock units under the company’s 2021 long-term incentive plan, which will settle in Class A common shares as they vest.

The RSUs vest over time, with one quarter vesting on February 25, 2027 and the rest in 12 equal quarterly installments starting May 25, 2027, contingent on continued service. On February 26, 2026, the company withheld 3,059 and 34,270 shares of Class A common stock at $0.66 per share to cover tax liabilities from earlier RSU vesting. After these transactions, Godsman directly owned over 1.6 million Class A shares.

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

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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^*

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)
02/25/2026

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	02/25/2026		A		721,154(1)	A	$0	1,655,375	D
Class A Common Stock, par value $0.0001 per share	02/26/2026		F		3,059(2)	D	$0.66	1,652,316	D
Class A Common Stock, par value $0.0001 per share	02/26/2026		F		34,270(3)	D	$0.66	1,618,046	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 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, and Amendment No. 2 thereto, effective March 26, 2025, the "A&R 2021 LTIP"), pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended. The RSUs will be settled in shares of the Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") upon vesting, if at all. The RSUs will vest as follows: (i) 1/4th of the RSUs will vest on February 25, 2027; and (ii) the remaining RSUs will vest in 12 equal quarterly installments commencing May 25, 2027, in each case subject to the Reporting Person's continued service to the Issuer.

2. Represents shares of Common Stock 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 filed with the United States Securities and Exchange Commission ("SEC") on June 7, 2024.

3. Represents shares of Common Stock 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	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Wheels Up (UP) report for David Godsman?

Wheels Up reported that Chief Digital Officer David Godsman received 721,154 RSUs and had 37,329 shares of Class A common stock withheld to cover tax liabilities from prior RSU vesting events under the company’s long-term incentive plan.

How many restricted stock units did Wheels Up (UP) grant to its Chief Digital Officer?

Wheels Up granted Chief Digital Officer David Godsman 721,154 restricted stock units under its amended 2021 Long-Term Incentive Plan. These RSUs will settle in Class A common stock upon vesting and are subject to his continued service with the company over several years.

What is the vesting schedule for David Godsman’s RSUs at Wheels Up (UP)?

Godsman’s 721,154 RSUs vest with 25% on February 25, 2027, and the remaining units vesting in 12 equal quarterly installments beginning May 25, 2027, provided he continues serving Wheels Up throughout the vesting period.

Why were shares of Wheels Up (UP) withheld from David Godsman on February 26, 2026?

On February 26, 2026, Wheels Up withheld 3,059 and 34,270 shares of Class A common stock at $0.66 per share to pay tax liabilities triggered by vesting of previously granted RSUs originally reported in earlier Form 4 filings.

What was the share price used for Wheels Up (UP) tax-withholding dispositions?

For the tax-withholding dispositions on February 26, 2026, Wheels Up used a share price of $0.66 for the withheld Class A common stock. These shares were applied solely to satisfy tax obligations from RSU vesting, not as open-market sales.

How many Wheels Up (UP) shares does David Godsman hold after these Form 4 transactions?

Following the reported RSU grant and tax-withholding share dispositions, David Godsman directly held more than 1.6 million shares of Wheels Up Class A common stock, reflecting his ongoing equity stake as Chief Digital Officer under the incentive plan.