UP insider RSU tax withholding: 39,981 shares, post‑holdings 794,347

Q: What did Wheels Up (UP) disclose in this Form 4?

A tax-withholding event for RSU vesting: 39,981 shares were withheld at $1.89 per share on 10/02/2025 (Code F).

Q: Who is the reporting person in the UP Form 4?

Brian Joseph Kedzior , Chief People Officer of Wheels Up Experience Inc.

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

The reporting person beneficially owns 794,347 shares directly after the withholding.

Q: What does Transaction Code F mean on a Form 4 for UP?

Code F indicates shares were withheld to cover taxes upon the vesting of restricted stock units (RSUs) .

Q: Was this an open-market trade for UP shares?

No. The filing describes share withholding for taxes related to RSU vesting, not a market purchase or sale.

Q: What security class was involved in the UP Form 4?

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) reported an insider tax‑withholding transaction. On 10/02/2025, Chief People Officer Brian Joseph Kedzior had 39,981 shares of Class A common stock withheld at $1.89 per share (Transaction Code F) to satisfy taxes from the vesting of previously reported RSUs.

Following this transaction, the reporting person beneficially owns 794,347 shares, held directly. The filing notes the withholding was tied to RSU vesting and does not reflect an open‑market purchase or sale.

Insider Trade Summary

Net Seller: 39,981 shares

Net Sell 1 txn

Insider Kedzior Brian Joseph

Role Chief People Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock, par value $0.0001 per share	39,981	$1.89	$76K

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 794,347 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 - 08:04 PM

FAQ

What did Wheels Up (UP) disclose in this Form 4?

A tax-withholding event for RSU vesting: 39,981 shares were withheld at $1.89 per share on 10/02/2025 (Code F).

Who is the reporting person in the UP Form 4?

Brian Joseph Kedzior, Chief People Officer of Wheels Up Experience Inc.

How many shares does the insider own after the transaction (UP)?

The reporting person beneficially owns 794,347 shares directly after the withholding.

What does Transaction Code F mean on a Form 4 for UP?

Code F indicates shares were withheld to cover taxes upon the vesting of restricted stock units (RSUs).

Was this an open-market trade for UP shares?

No. The filing describes share withholding for taxes related to RSU vesting, not a market purchase or sale.

What security class was involved in the UP Form 4?

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^*

Kedzior Brian Joseph

(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 People 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		39,981⁽¹⁾	D	$1.89	794,347	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 Brian Joseph Kedzior	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