UP Form 4: Chief Sales Officer withholds 8,784 shares for taxes, later sells 9,904

Rhea-AI Filing Summary

Mark Briffa, Chief Sales Officer of Wheels Up Experience Inc. (UP), reported two transactions in September 2025. On 09/09/2025 8,784 shares of Class A common stock were disposed under Code F as shares were withheld to satisfy tax obligations arising from the vesting of restricted stock units, at a reported price of $2.22 per share, leaving 1,060,373 shares owned after that transaction. On 09/11/2025 he reported a sale of 9,904 shares in one transaction at $2.18 per share, resulting in 1,050,469 shares beneficially owned following the sale.

The Form 4 was signed by an attorney-in-fact, Mark Sorensen, on behalf of Mr. Briffa on 09/11/2025. The filing includes an explanation that the 8,784-share disposition was withholding to cover taxes from RSU vesting originally reported on April 4, 2023, and that the reporter will provide details on the numbers sold at the stated price upon request.

Positive

• Transparent disclosure of tax-withholding and subsequent sale under Section 16 requirements
• Explanation provided that the 8,784-share disposition was for tax withholding from RSU vesting reported previously

Negative

• Insider sale of 9,904 shares on 09/11/2025 at $2.18 per share reduces direct ownership
• Form signed by attorney-in-fact rather than the reporting person (signed by Mark Sorensen on behalf of Mark Briffa)

Insights

Securities Analyst

TL;DR: Routine insider tax-withholding and a small open-market sale reduced holdings modestly; not clearly material to company valuation.

The transactions disclosed are typical for executive compensation events. The 8,784-share disposition on 09/09/2025 is explicitly described as tax withholding from RSU vesting, and the 09/11/2025 entry is a sale of 9,904 shares at $2.18 per share. Combined, these moves reduce direct beneficial ownership from 1,060,373 to 1,050,469 shares, a small percentage change relative to the reported stake. No additional derivative activity or unusual transfer mechanisms are reported. Impact on market or governance appears limited based on the transactions shown.

Corporate Governance Expert

TL;DR: Filing meets Section 16 disclosure norms: tax-related withholding and an open-market sale are properly reported and signed by an attorney-in-fact.

The Form 4 provides required transparency about insider activity. The explanation links the withholding to RSU vesting previously reported, which supports compliance with insider reporting expectations. The sale is reported with a commitment to supply details about the number of shares sold at the stated price if requested, which helps fulfill disclosure obligations. There is no indication in the filing of any Rule 10b5-1 plan or other exceptional arrangements.

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)
09/09/2025

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	09/09/2025		F		8,784(1)	D	$2.22	1,060,373	D
Class A Common Stock, par value $0.0001 per share	09/11/2025		S		9,904	D	$2.18(2)	1,050,469	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 on April 4, 2023.

2. The price reported in this box in Column 4 reflects the sale of shares on September 11, 2025 in one transaction at $2.18 per share. 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 the stated price.

	/s/ Mark Sorensen as attorney-in-fact for Mark Briffa	09/11/2025
	** 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).
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FAQ

What transactions did Mark Briffa report on Form 4 for Wheels Up (UP)?

He reported a tax-withholding disposition of 8,784 shares on 09/09/2025 at $2.22 per share and a sale of 9,904 shares on 09/11/2025 at $2.18 per share.

How many Wheels Up shares does Mark Briffa beneficially own after these transactions?

Following the reported transactions, he beneficially owned 1,050,469 shares of Class A common stock.

Why were 8,784 shares disposed on 09/09/2025?

The filing explains those shares were withheld to satisfy tax liability from the vesting of restricted stock units originally reported on April 4, 2023.

At what price were the 9,904 shares sold on 09/11/2025?

The sale on 09/11/2025 was reported at a price of $2.18 per share; the reporter offers to provide full information on the number of shares sold at that price upon request.

Who signed the Form 4 filing for Mark Briffa?

The Form 4 was signed by Mark Sorensen as attorney-in-fact for Mark Briffa on 09/11/2025.