UP insider RSU tax withholding: 45,035 shares at $1.89; 909,219 held

Q: What insider action did Wheels Up (UP) report?

A Form 4 showing an F code transaction where 45,035 shares were withheld to cover taxes from RSU vesting.

Q: Who is the insider in the UP filing and what is their role?

The insider is David L. Holtz , the company’s Chief Operating Officer .

Q: When did the UP insider transaction occur?

The transaction date is 10/02/2025 .

Q: What was the price used for the withheld shares?

The tax withholding price was $1.89 per share.

Q: How many shares does the insider own after the transaction?

Beneficial ownership after the event is 909,219 shares , held directly.

Q: What does transaction code F mean in this context?

Code F indicates shares were withheld to pay taxes upon RSU vesting , not an open-market sale.

Q: Which security was involved in the UP insider filing?

Class A common stock, par value $0.0001 per share.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Wheels Up Experience Inc. (UP) — insider transaction: Chief Operating Officer David L. Holtz reported a Form 4 transaction on 10/02/2025. The filing shows an F code event for Class A common stock, meaning 45,035 shares were withheld at $1.89 per share to cover taxes triggered by the vesting of restricted stock units. Following this tax withholding, the insider beneficially owns 909,219 shares, held directly.

The explanation confirms the shares were withheld to satisfy tax liability upon RSU vesting originally reported in a prior filing. This reflects administrative equity settlement activity rather than an open-market trade.

Insider Trade Summary

Net Seller: 45,035 shares

Net Sell 1 txn

Insider Holtz David L

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock, par value $0.0001 per share	45,035	$1.89	$85K

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 909,219 shares (Direct)

Footnotes (1)

F1. Represents shares withheld for payment of tax liability arising as a result of the vesting of restricted stock units originally reported by the Reporting Person in a Form 4 filed with the United States Securities and Exchange Commission on October 4, 2024.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/03/2025 - 08:03 PM

FAQ

What insider action did Wheels Up (UP) report?

A Form 4 showing an F code transaction where 45,035 shares were withheld to cover taxes from RSU vesting.

Who is the insider in the UP filing and what is their role?

The insider is David L. Holtz, the company’s Chief Operating Officer.

When did the UP insider transaction occur?

The transaction date is 10/02/2025.

What was the price used for the withheld shares?

The tax withholding price was $1.89 per share.

How many shares does the insider own after the transaction?

Beneficial ownership after the event is 909,219 shares, held directly.

What does transaction code F mean in this context?

Code F indicates shares were withheld to pay taxes upon RSU vesting, not an open-market sale.

Which security was involved in the UP insider filing?

Class A common stock, par value $0.0001 per share.

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^*

Holtz David L

(Last)

(First)

(Middle)

C/O WHEELS UP EXPERIENCE INC.

2135 AMERICAN WAY

(Street)

CHAMBLEE

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)
10/02/2025

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)
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	10/02/2025		F		45,035⁽¹⁾	D	$1.89	909,219	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 withheld for payment of tax liability arising as a result of the vesting of restricted stock units originally reported by the Reporting Person in a Form 4 filed with the United States Securities and Exchange Commission on October 4, 2024.

	/s/ Mark Sorensen as attorney-in-fact for David L Holtz	10/03/2025
	** 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.

Source: View Original Filing on SEC EDGAR