UP insider sale: David Godsman disposes 75,000 shares; RSU tax withholding noted

Rhea-AI Filing Summary

David Godsman, Chief Digital Officer and director of Wheels Up Experience Inc. (UP), reported transactions on 08/26/2025. The filing discloses two non-derivative transactions: 2,602 shares were withheld to satisfy tax obligations arising from the vesting of previously reported restricted stock units; and the Reporting Person sold 75,000 shares in multiple transactions at a weighted average price of $2.83 per share (sales ranged $2.81–$2.94). Ownership following the reported transactions is shown as 976,715 shares beneficially owned. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Godsman on 08/28/2025.

Positive

• Timely disclosure of insider transactions in compliance with Section 16 reporting
• Tax-withholding on RSU vesting is documented, showing succession from prior RSU grant reporting
• Sale price range disclosed with a weighted average and an undertaking to provide per-transaction detail on request

Negative

• Officer sold 75,000 shares, reducing beneficial ownership to 976,715 shares
• No explanation provided in the filing for the sale beyond sale price range and weighted average

Insights

Securities Analyst

TL;DR: Insider sale of 75,000 shares at a $2.83 weighted average; remaining beneficial ownership ~976,715 shares.

The Form 4 shows routine tax withholding tied to RSU vesting and an open-market sale of 75,000 shares at a weighted average price of $2.83 per share with trade prices between $2.81 and $2.94. This is a disclosure of insider liquidity rather than a change in control or a derivative transaction. The filing adheres to Section 16 reporting requirements and includes an undertaking to supply detailed per-transaction pricing if requested.

Corporate Governance Expert

TL;DR: Filing documents standard post-vesting tax withholding and an officer sale; properly executed under Section 16 reporting.

The document indicates compliance with insider reporting rules, including a signed filing by an attorney-in-fact. The withheld shares reflect routine tax-settlement of vested RSUs originally reported on June 7, 2024. The officer sale is material from a disclosure standpoint but the filing provides no indication of related-party transactions, policy breaches, or changes to governance. No derivative exercises or new grants are reported.

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^*

Godsman David

(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 Digital Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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	08/26/2025		F		2,602(1)	D	$3	1,051,715	D
Class A Common Stock, par value $0.0001 per share	08/26/2025		S		75,000	D	$2.83(2)	976,715	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 4 filed with the United States Securities and Exchange Commission ("SEC") on June 7, 2024.

2. The price reported in this box in Column 4 is a weighted average price. These shares were sold on August 26, 2025 in multiple transactions at prices ranging from $2.81 to $2.94 per share, inclusive. The Reporting Person undertakes to provide to Wheels Up Experience Inc. (the "Company"), any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

	/s/ Mark Sorensen as attorney-in-fact for David Godsman	08/28/2025
	** 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 insider activity did Wheels Up (UP) report on 08/26/2025?

The Form 4 shows 2,602 shares withheld for taxes from RSU vesting and a sale of 75,000 shares at a weighted average price of $2.83 per share.

How many shares does David Godsman beneficially own after the transactions?

Following the reported transactions, the filing shows 976,715 shares beneficially owned.

What prices were the 75,000 shares sold at?

The filing reports a weighted average sale price of $2.83 per share with transaction prices ranging from $2.81 to $2.94.

Was the withholding related to a grant or vesting event?

Yes. The 2,602 shares were withheld to pay tax liability from the vesting of restricted stock units originally reported in a Form 4 filed on June 7, 2024.

Who signed the Form 4 for David Godsman?

The Form 4 is signed by Mark Sorensen as attorney-in-fact for David Godsman dated 08/28/2025.