Wheels Up CPO has 410 shares withheld for taxes

Wheels Up Experience Inc. Chief People Officer Brian Joseph Kedzior reported routine administrative share dispositions related to tax withholding.

Accepted by SEC EDGAR 05/28/2026 - 08:03 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief People Officer Brian Joseph Kedzior reported routine administrative share dispositions related to tax withholding. A total of 410 shares of Class A common stock were withheld on May 26, 2026 to cover tax liabilities arising from the vesting of restricted stock units granted under the company’s A&R 2021 Long-Term Incentive Plan. The transactions were priced at $8.66 per share and are coded as tax-withholding dispositions, not open-market sales. Following these entries, Kedzior directly holds about 70,015 shares of Class A common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 410 shares

Exercise Price or Tax Liability 2 txns

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	105	$8.66	$909.30
Exercise Price or Tax Liability	Class A Common Stock, par value $0.0001 per share	305	$8.66	$3K

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 70,015 shares (Direct)

Footnotes (3)

1. F1. Represents shares of Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") 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 Amendment No. 2 thereto, effective March 26, 2025, 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.
2. F2. Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026.
3. F3. Represents shares of Common Stock of the Issuer 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.

Key Figures

Tax-withheld shares: 410 shares First tax-withholding lot: 305 shares Second tax-withholding lot: 105 shares +3 more

6 metrics

Tax-withheld shares 410 shares Shares withheld for RSU tax liabilities on May 26, 2026

First tax-withholding lot 305 shares Non-derivative F-code disposition on May 26, 2026

Second tax-withholding lot 105 shares Non-derivative F-code disposition on May 26, 2026

Price per share $8.66 per share Valuation used for tax-withheld Class A common stock

Shares held after transactions 70,320 shares Direct Class A holdings following reported dispositions

Reverse stock split ratio 1-for-20 Issuer reverse stock split effective April 24, 2026

Key Terms

restricted stock units, A&R 2021 LTIP, reverse stock split, tax liability, +1 more

5 terms

restricted stock units financial

"arising as a result of the vesting of restricted stock units ("RSUs") granted under"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

A&R 2021 LTIP financial

"granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023"

reverse stock split financial

"Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

tax liability financial

"shares of Common Stock of the Issuer that were withheld for the payment of tax liability arising as a result of the vesting of RSUs"

Form 4 regulatory

"originally reported by the Reporting Person in a Form 4 filed with the United States Securities and Exchange Commission"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Wheels Up reported that Chief People Officer Brian Joseph Kedzior had 410 Class A shares withheld to pay tax liabilities from vesting RSUs. These entries are routine tax-withholding dispositions, not open-market share sales, and reflect compensation-related administration.

How many Wheels Up (UP) shares were withheld for Brian Kedzior’s taxes?

In total, 410 Wheels Up Class A shares were withheld for Brian Kedzior’s tax liabilities. The Form 4 shows two tax-withholding dispositions, covering RSU vesting events previously reported in earlier Form 4 and Form 4/A filings.

At what price were the Wheels Up (UP) tax-withheld shares valued?

The tax-withheld Wheels Up shares for Brian Kedzior were valued at $8.66 per share. This per-share value is used to calculate the value of the 410 shares withheld to satisfy tax obligations arising from restricted stock unit vesting.

Does the Brian Kedzior Form 4 indicate open-market buying or selling of UP stock?

The Form 4 for Brian Kedzior does not show open-market buying or selling. Both transactions are coded “F,” indicating shares were withheld by the issuer to cover tax liabilities from RSU vesting, a non-market, compensation-related disposition.

How many Wheels Up (UP) shares does Brian Kedzior hold after these transactions?

After the reported tax-withholding dispositions, Brian Kedzior holds about 70,320 Wheels Up Class A common shares directly. This post-transaction balance in the Form 4 shows the position remaining after 410 shares were applied toward tax obligations.

What plan governed the RSUs in Brian Kedzior’s Wheels Up (UP) filing?

The RSUs in Brian Kedzior’s filing were granted under Wheels Up’s A&R 2021 Long-Term Incentive Plan. Footnotes state this plan was amended and restated April 1, 2023, with further amendments effective April 15, 2024 and March 26, 2025.

How did a reverse stock split affect Brian Kedzior’s reported UP share amounts?

Footnotes explain that the reported security amounts were adjusted for a 1-for-20 reverse stock split. This reverse split for Wheels Up occurred on April 24, 2026, and the share figures in the Form 4 reflect that adjusted capital structure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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
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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 GEORGIA 30341

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/26/2026		F		105(1)	D	$8.66	70,320(2)	D
Class A Common Stock, par value $0.0001 per share	05/26/2026		F		305(3)	D	$8.66	70,015	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, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") 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 Amendment No. 2 thereto, effective March 26, 2025, 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.

2. Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026.

3. Represents shares of Common Stock of the Issuer 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 Brian Joseph Kedzior	05/28/2026
	** 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.
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* Form 4: SEC 1474 (03-26)