UP Form 4: Chief People Officer Withholds 586 Shares to Cover Taxes

Rhea-AI Filing Summary

Brian Joseph Kedzior, Chief People Officer of Wheels Up Experience Inc. (UP), reported a disposition of 586 shares of Class A common stock on 09/09/2025 at a price of $2.22 per share. The filing indicates these shares were withheld to satisfy tax withholding obligations from the vesting of restricted stock units originally reported in a Form 3 on March 26, 2024. After the withholding, Kedzior beneficially owns 834,328 shares of Class A common stock, held directly.

Positive

• Compliance: The reporting person filed a Form 4 documenting the transaction and included an attorney-in-fact signature, demonstrating regulatory compliance
• Small transaction: Only 586 shares were withheld, leaving a substantial direct holding of 834,328 shares, so the disposition is immaterial to insider ownership

Negative

• None.

Insights

Securities Analyst

TL;DR: Small, routine tax-withholding sale by an officer; not material to ownership or control.

The transaction is coded as a tax withholding (Code F) for 586 shares at $2.22, consistent with share retention rules on RSU vesting. The remaining direct beneficial ownership of 834,328 shares indicates this disposition is de minimis relative to total holdings and does not signal a change in the officer's economic alignment with shareholders. No derivative transactions or additional dispositions are reported. Impact on share supply and float is negligible.

Corporate Governance Expert

TL;DR: Procedural compliance filing documenting RSU tax withholding; governance implications are minimal.

The Form 4 documents proper Section 16 reporting of shares withheld for taxes upon RSU vesting. The signature is executed by an attorney-in-fact, which is permissible. There is no indication of atypical trading, planned disposition, or coordinated insider sales. This appears to be routine compliance activity rather than a governance concern.

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)
09/09/2025

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.0001 per share	09/09/2025		F		586(1)	D	$2.22	834,328	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 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 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	09/11/2025
	** 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.

FAQ

What shares did Brian Kedzior sell according to the Form 4 for UP?

The Form 4 reports a disposition of 586 shares of Class A common stock on 09/09/2025 at $2.22 per share.

Why were the 586 shares disposed of in the Form 4 filing for UP?

The filing states the shares were withheld to satisfy tax withholding arising from the vesting of restricted stock units originally reported on a Form 3 filed March 26, 2024.

How many UP shares does Brian Kedzior beneficially own after the transaction?

Following the reported transaction, Kedzior beneficially owns 834,328 shares of Class A common stock, held directly.

Who signed the Form 4 for Brian Kedzior?

The Form 4 was signed by Mark Sorensen as attorney-in-fact for Brian Joseph Kedzior, dated 09/11/2025.

Does the Form 4 report any derivative transactions for UP by Kedzior?

No. Table II for derivative securities contains no reported transactions or holdings.