Wheels Up (UP) director Roger Farah awarded 24,305 RSUs vesting through 2027

Rhea-AI Filing Summary

FARAH ROGER N reported acquisition or exercise transactions in this Form 4 filing.

Wheels Up Experience Inc. director Roger N. Farah received an equity award of 24,305 restricted stock units (RSUs) of Class A common stock. The grant was made under the company’s 2021 Long-Term Incentive Plan pursuant to Rule 16b-3(d).

The RSUs will settle in Class A shares upon vesting, if at all. Vesting occurs in four equal quarterly installments on September 9, 2026, December 9, 2026, March 9, 2027, and June 9, 2027 or the date of the next annual stockholder meeting after June 9, 2027, subject to Farah’s continued service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FARAH ROGER N

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock, par value $0.0001 per share	24,305	$0.00	--

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 24,305 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 24,305 units Reported grant price: $0.0000 per share Shares after transaction: 24,305 shares +4 more

7 metrics

RSUs granted 24,305 units Restricted stock units awarded to Roger N. Farah

Reported grant price $0.0000 per share Price per share field for RSU grant

Shares after transaction 24,305 shares Total Class A shares/units reported following grant

First vesting date September 9, 2026 First of four equal quarterly vesting installments

Second vesting date December 9, 2026 Second of four equal quarterly vesting installments

Third vesting date March 9, 2027 Third of four equal quarterly vesting installments

Final vesting reference date June 9, 2027 Final installment on June 9, 2027 or next annual meeting date

Key Terms

restricted stock units ("RSUs"), Long-Term Incentive Plan, Rule 16b-3(d), vesting, +1 more

5 terms

restricted stock units ("RSUs") financial

"Represents a grant of restricted stock units ("RSUs") 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.

Long-Term Incentive Plan financial

"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.

Rule 16b-3(d) regulatory

"pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

vesting financial

"The RSUs will be settled in shares ... upon vesting, if at all. The RSUs will vest in four equal quarterly installments"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

annual meeting of stockholders regulatory

"upon the earlier to occur of June 9, 2027 or the date of the next annual meeting of stockholders of the Issuer"

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Form 4 Insider Transactions: What Each Field Means →

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^*

FARAH ROGER N

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

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	06/09/2026		A		24,305(1)	A	$0	24,305	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 a grant of restricted stock units ("RSUs") 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, Amendment No. 2 thereto, effective March 26, 2025, and Amendment No. 3 thereto, effective March 31, 2026), pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended. The RSUs will be settled in shares of Class A common stock, par value $0.0001 per share, of Wheels Up Experience Inc. (the "Issuer") upon vesting, if at all. The RSUs will vest in four equal quarterly installments on each of (i) September 9, 2026, (ii) December 9, 2026, (iii) March 9, 2027, and (iv) upon the earlier to occur of (a) June 9, 2027 or (b) the date of the next annual meeting of stockholders of the Issuer following June 9, 2027, in each case subject to the Reporting Person's continued service to the Issuer.

	/s/ Oliver Fankhauser as attorney-in-fact for Roger N. Farah	06/10/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Wheels Up (UP) report for Roger N. Farah?

Wheels Up reported that director Roger N. Farah received an award of 24,305 restricted stock units. These RSUs are a form of equity compensation that will convert into Class A common shares only as they vest over time, subject to continued service.

How many RSUs did Roger N. Farah receive from Wheels Up (UP)?

Roger N. Farah received 24,305 restricted stock units of Wheels Up Class A common stock. All 24,305 units were reported as directly owned following the grant, and they will convert into shares only upon meeting the specified vesting schedule and service conditions.

What is the vesting schedule of the new Wheels Up (UP) RSUs for Roger N. Farah?

The RSUs vest in four equal quarterly installments. Vesting dates are September 9, 2026, December 9, 2026, March 9, 2027, and June 9, 2027 or the next annual stockholder meeting after that date, all conditioned on Farah’s continued service to the company.

Are the Wheels Up (UP) RSUs for Roger N. Farah an open-market purchase?

No, the RSUs are a compensation grant, not an open-market purchase. They were issued at a reported price of $0.0000 per unit under the company’s 2021 Long-Term Incentive Plan, pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934.

Under which plan were Roger N. Farah’s Wheels Up (UP) RSUs granted?

The RSUs were granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan. The filing notes the plan has been amended and restated several times, with amendments effective in 2023, 2024, 2025, and 2026, and the grant is structured under Rule 16b-3(d).

When will Roger N. Farah receive Wheels Up (UP) shares from these RSUs?

Shares will be delivered only when the RSUs vest on scheduled dates. Settlement in Class A common stock occurs upon each vesting date from September 9, 2026 through June 9, 2027 or the next annual stockholder meeting thereafter, assuming Farah continues serving the company.