Wheels Up COO reports 511 shares for tax withholding

Wheels Up Experience Inc. Chief Operating Officer David L. Holtz reported routine tax-related share dispositions tied to restricted stock unit vesting.

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Operating Officer David L. Holtz reported routine tax-related share dispositions tied to restricted stock unit vesting. On May 26, 2026, a total of 511 shares of Class A common stock were withheld at $8.66 per share to cover tax liabilities.

These shares were not sold in the open market; they were retained by the issuer to satisfy tax obligations triggered by RSUs granted under the company’s amended and restated 2021 long-term incentive plan, with amounts adjusted for a 1-for-20 reverse stock split effective April 24, 2026. After these transactions, Holtz directly held 78,945 shares of Class A common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 511 shares

Exercise Price or Tax Liability 2 txns

Insider Holtz David L

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock, par value $0.0001 per share	135	$8.66	$1K
Exercise Price or Tax Liability	Class A Common Stock, par value $0.0001 per share	376	$8.66	$3K

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 78,945 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: 511 shares First tax-withholding block: 376 shares at $8.66/share Second tax-withholding block: 135 shares at $8.66/share +2 more

5 metrics

Tax-withheld shares 511 shares Total F-code tax-withholding dispositions on May 26, 2026

First tax-withholding block 376 shares at $8.66/share Class A common stock withheld for tax liability

Second tax-withholding block 135 shares at $8.66/share Additional Class A shares withheld for tax liability

Shares held after transaction 79,321 shares Direct Class A common stock holding after tax withholding

Reverse stock split ratio 1-for-20 Effective April 24, 2026, used to adjust share amounts

Key Terms

restricted stock units ("RSUs"), 1-for-20 reverse stock split, tax liability, Long-Term Incentive Plan, +1 more

5 terms

restricted stock units ("RSUs") financial

"arising as a result of the vesting of restricted stock units ("RSUs") granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

1-for-20 reverse stock split financial

"adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026"

tax liability financial

"were withheld for the payment of tax liability arising as a result of the vesting of restricted stock units"

Long-Term Incentive Plan financial

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

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

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 David L. Holtz?

Wheels Up reported that COO David L. Holtz had 511 shares of Class A common stock withheld to cover tax liabilities from vesting RSUs. These were coded as tax-withholding dispositions, not open-market sales, and relate to prior equity awards under the company’s long-term incentive plan.

How many Wheels Up (UP) shares were withheld for taxes in this Form 4?

A total of 511 Class A common shares were withheld for tax obligations. The Form 4 shows two F-code transactions for 376 and 135 shares at $8.66 per share, representing payment of tax liability arising from restricted stock unit vesting.

Did Wheels Up (UP) COO David L. Holtz sell shares in the open market?

The filing does not show any open-market sales by David L. Holtz. Instead, it reports tax-withholding dispositions coded F, where 511 shares were retained by the issuer to satisfy tax liabilities triggered by the vesting of restricted stock units under the incentive plan.

How many Wheels Up (UP) shares does David L. Holtz hold after these transactions?

After the reported tax-withholding transactions, David L. Holtz directly holds 79,321 shares of Wheels Up Class A common stock. The Form 4 lists total shares following transaction as 79,321 for one entry, reflecting his continuing equity position after settling related tax obligations.

What equity awards caused the tax withholding in Wheels Up (UP) COO’s Form 4?

The tax withholding resulted from vesting restricted stock units granted under Wheels Up’s amended and restated 2021 Long-Term Incentive Plan. Footnotes explain these RSUs were originally reported in prior Form 4 and Form 4/A filings and are now adjusted for a 1-for-20 reverse stock split.

How does the recent reverse stock split affect this Wheels Up (UP) Form 4?

The Form 4 states the amounts were adjusted for a 1-for-20 reverse stock split effective April 24, 2026. This means the reported share counts, including the 511 tax-withheld shares and post-transaction holdings, already reflect the consolidated share structure after the reverse split.

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

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

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^*

Holtz David L

(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 Operating 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		135(1)	D	$8.66	79,321(2)	D
Class A Common Stock, par value $0.0001 per share	05/26/2026		F		376(3)	D	$8.66	78,945	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 David L Holtz	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)