Wheels Up (NYSE: UP) CPO has 2,007 shares withheld for RSU taxes

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief People Officer Brian Joseph Kedzior reported a Form 4 transaction showing a tax-withholding disposition of 2,007 shares of Class A common stock at $0.6200 per share on February 23, 2026. These shares were withheld to cover taxes on vesting RSUs, leaving him with 790,242 shares held directly.

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^*

Kedzior Brian Joseph

(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 People Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		F		2,007(1)	D	$0.62	790,242	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, $0.0001 par value per share, of Wheels Up Experience Inc. that were withheld for the payment of tax liability arising as a result of the vesting of restricted stock units ("RSUs") 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, and as further amended Amendment No. 2 thereto, effective March 26, 2025), which were originally reported by the Reporting Person in a Form 3 filed with the United States Securities and Exchange Commission on March 26, 2024.

	/s/ Mark Sorensen as attorney-in-fact for Brian Joseph Kedzior	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Wheels Up (UP) report for Brian Joseph Kedzior?

Wheels Up Chief People Officer Brian Joseph Kedzior reported a tax-withholding disposition of 2,007 Class A common shares. The shares were withheld to satisfy tax liabilities triggered by vesting restricted stock units granted under the company’s 2021 Long-Term Incentive Plan.

Was the Wheels Up (UP) Form 4 transaction an open-market sale?

No, the Form 4 reports a tax-withholding disposition coded “F,” not an open-market sale. Shares were withheld by Wheels Up to cover tax obligations arising from the vesting of previously granted restricted stock units under the 2021 Long-Term Incentive Plan.

How many Wheels Up (UP) shares were disposed of for tax withholding and at what price?

The filing shows 2,007 shares of Wheels Up Class A common stock disposed of for tax withholding at $0.6200 per share. This reflects shares withheld to satisfy tax liabilities associated with vesting restricted stock units, rather than a discretionary stock sale in the market.

How many Wheels Up (UP) shares does Brian Joseph Kedzior hold after this Form 4 transaction?

After the tax-withholding disposition, Brian Joseph Kedzior directly holds 790,242 shares of Wheels Up Class A common stock. This balance reflects his ownership following the withholding of 2,007 shares to cover tax liabilities from vesting restricted stock units granted under the company incentive plan.

What plan governed the RSUs involved in the Wheels Up (UP) Form 4 filing?

The restricted stock units came from the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated on April 1, 2023 and further amended in 2024 and 2025. The RSU vesting triggered tax liabilities settled through share withholding.