UP Insider Mark Briffa Discloses RSU Tax Withholding and August Sales

Rhea-AI Filing Summary

Mark Briffa, Chief Sales Officer of Wheels Up Experience Inc. (UP), reported multiple transactions in Class A common stock in late August 2025. On 08/26/2025 5,127 shares were withheld to satisfy tax obligations from previously reported restricted stock unit vesting. Also on 08/26/2025 he sold 5,780 shares at a weighted average price of $3.00 (individual trade prices ranged $3.00–$3.03), and on 08/28/2025 he sold another 5,780 shares at a weighted average price of $2.96 (trade prices ranged $2.95–$2.99). Following these transactions, the Form 4 reports 1,069,157 shares beneficially owned directly by the reporting person.

Positive

• Full disclosure of price ranges for the sales and an undertaking to provide detailed per-trade information upon request
• Tax withholding from RSU vesting is clearly identified and tied to a prior Form 4 filing

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider reported small tax-withholding and two modest open-market sales totaling 11,560 shares, leaving 1,069,157 shares held.

The transactions include a tax-withholding of 5,127 shares tied to prior RSU vesting and two sales of 5,780 shares each on 08/26/2025 and 08/28/2025 at weighted average prices of $3.00 and $2.96, respectively. These are executed open-market dispositions rather than derivative exercises. The filings provide precise per-trade price ranges and commit to furnish details on specific prices if requested.

Corporate Governance Expert

TL;DR: Form 4 discloses routine insider withholding for taxes and subsequent sales; documentation includes price ranges and a pledge to provide trade breakdowns on request.

The Form 4 is complete in disclosing the nature of the withholding (tax payment from RSU vesting originally reported 06/07/2024) and shows direct ownership. The reporting signature is by an attorney-in-fact, with dates provided. No amendments or additional arrangements (e.g., 10b5-1 plan) are indicated on the form.

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

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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^*

Briffa Mark

(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 Sales 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		5,127(1)	D	$3	1,080,717	D
Class A Common Stock, par value $0.0001 per share	08/26/2025		S		5,780	D	$3(2)	1,074,937	D
Class A Common Stock, par value $0.0001 per share	08/28/2025		S		5,780	D	$2.96(3)	1,069,157	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 $3.00 to $3.03 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.

3. The price reported in this box in Column 4 is a weighted average price. These shares were sold on August 28, 2025 in multiple transactions at prices ranging from $2.95 to $2.99 per share, inclusive. The Reporting Person undertakes to provide to 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 Mark Briffa	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.
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FAQ

What transactions did Mark Briffa report on the Form 4 for UP?

The Form 4 reports a 5,127-share tax withholding from RSU vesting on 08/26/2025 and two sales of 5,780 shares each on 08/26/2025 and 08/28/2025.

At what prices were the UP shares sold by the reporting person?

The 08/26/2025 sales had a weighted average price of $3.00 (range $3.00–$3.03). The 08/28/2025 sales had a weighted average price of $2.96 (range $2.95–$2.99).

How many UP shares does the reporting person own after these transactions?

Following the reported transactions, the Form 4 shows the reporting person beneficially owns 1,069,157 shares of Class A common stock.

Were the withheld shares related to a prior award?

Yes. The 5,127 shares withheld were to satisfy 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 and when?

The Form 4 is signed /s/ Mark Sorensen as attorney-in-fact for Mark Briffa with a signature date of 08/28/2025.