Wheels Up (NYSE: UP) CDO sees 593 shares withheld to cover RSU tax

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Digital Officer David Godsman reported a small, routine tax-related share disposition. 593 shares of Class A common stock were withheld at $9.85 per share to cover taxes triggered by the vesting of restricted stock units under the company’s long-term incentive plan. After this withholding, he directly holds 79,816 shares of Class A common stock, so the transaction represents a minor adjustment to his overall equity position rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Godsman David

Role Chief Digital Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock, par value $0.0001 per share	593	$9.85	$6K

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 79,816 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Tax-withheld shares: 593 shares Withholding price: $9.85 per share Post-transaction holdings: 79,816 shares

3 metrics

Tax-withheld shares 593 shares Class A common stock withheld for tax liability on RSU vesting

Withholding price $9.85 per share Valuation used for the 593 withheld shares

Post-transaction holdings 79,816 shares Class A shares directly held by David Godsman after transaction

Key Terms

restricted stock units, tax liability, long-term incentive plan, tax-withholding disposition

4 terms

restricted stock units financial

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

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.

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.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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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^*

Godsman David

(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 Digital Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		F		593(1)	D	$9.85	79,816	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, of Wheels Up Experience Inc. that were withheld for the payment of tax liability arising as a result of the vesting of restricted stock units 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 5, 2023.

	/s/ Mark Sorensen as attorney-in-fact for David Godsman	06/03/2026
	** 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 David Godsman?

Wheels Up reported that Chief Digital Officer David Godsman had 593 Class A shares withheld to cover tax liabilities from RSU vesting. This was a tax-withholding disposition, not an open-market purchase or sale, and reflects routine equity compensation mechanics.

How many Wheels Up (UP) shares were involved in David Godsman’s Form 4?

The Form 4 shows 593 shares of Class A common stock were withheld. These shares covered tax liabilities from vested restricted stock units, rather than being bought or sold on the open market, making the transaction administrative in nature.

At what price were the withheld Wheels Up (UP) shares valued in the Form 4?

The withheld 593 Class A shares were valued at $9.85 per share. This value is used for the tax-withholding calculation related to the vesting of restricted stock units granted under the company’s 2021 Long-Term Incentive Plan.

How many Wheels Up (UP) shares does David Godsman hold after this transaction?

After the tax-withholding disposition, David Godsman directly holds 79,816 shares of Wheels Up Class A common stock. This indicates the 593 withheld shares are small relative to his total holdings and represent a minor adjustment tied to equity compensation.

What caused the tax-withholding share disposition reported for Wheels Up (UP)?

The disposition resulted from the vesting of restricted stock units previously granted to David Godsman under Wheels Up’s 2021 Long-Term Incentive Plan. When RSUs vest, shares can be withheld to pay related tax liabilities instead of the insider paying cash.

Was David Godsman’s Wheels Up (UP) Form 4 an open-market sale?

No. The Form 4 describes a tax-withholding disposition, coded “F,” where 593 shares were withheld to cover taxes from RSU vesting. There was no reported open-market sale or purchase of Wheels Up shares by David Godsman in this transaction.