Wheels Up Experience (NYSE: UP) COO awarded RSUs, shares withheld for taxes

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Operating Officer David L. Holtz reported an equity award and related tax share withholdings. He received a grant of 721,154 restricted stock units (RSUs) that will settle in Class A common stock upon vesting under the company’s 2021 long‑term incentive plan.

The RSUs vest 25% on February 25, 2027, with the remaining units vesting in 12 equal quarterly installments starting May 25, 2027, subject to his continued service. On February 26, 2026, the company withheld 3,159 and 35,387 shares at $0.66 per share to cover tax liabilities from earlier RSU vestings. After these transactions, he directly holds 1,589,149 shares of Class A common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Holtz David L

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock, par value $0.0001 per share	3,159	$0.66	$2K
Tax Withholding	Class A Common Stock, par value $0.0001 per share	35,387	$0.66	$23K
Grant/Award	Class A Common Stock, par value $0.0001 per share	721,154	$0.00	--

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 1,624,536 shares (Direct)

Footnotes (1)

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, and Amendment No. 2 thereto, effective March 26, 2025, the "A&R 2021 LTIP"), pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended. The RSUs will be settled in shares of the Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") upon vesting, if at all. The RSUs will vest as follows: (i) 1/4th of the RSUs will vest on February 25, 2027; and (ii) the remaining RSUs will vest in 12 equal quarterly installments commencing May 25, 2027, in each case subject to the Reporting Person's continued service to the Issuer. Represents shares of Common Stock 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 filed with the United States Securities and Exchange Commission ("SEC") on June 7, 2024. Represents shares of Common Stock 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.

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

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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^*

Holtz David L

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A		721,154(1)	A	$0	1,627,695	D
Class A Common Stock, par value $0.0001 per share	02/26/2026		F		3,159(2)	D	$0.66	1,624,536	D
Class A Common Stock, par value $0.0001 per share	02/26/2026		F		35,387(3)	D	$0.66	1,589,149	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, and Amendment No. 2 thereto, effective March 26, 2025, the "A&R 2021 LTIP"), pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended. The RSUs will be settled in shares of the Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") upon vesting, if at all. The RSUs will vest as follows: (i) 1/4th of the RSUs will vest on February 25, 2027; and (ii) the remaining RSUs will vest in 12 equal quarterly installments commencing May 25, 2027, in each case subject to the Reporting Person's continued service to the Issuer.

2. Represents shares of Common Stock 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 filed with the United States Securities and Exchange Commission ("SEC") on June 7, 2024.

3. Represents shares of Common Stock 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	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What did Wheels Up (UP) COO David Holtz report in this Form 4?

David Holtz reported a large equity award and related tax share withholdings. He received 721,154 restricted stock units and had 38,546 shares withheld at $0.66 per share to cover tax liabilities tied to previously granted RSUs.

How many RSUs were granted to the Wheels Up (UP) COO and how do they vest?

He received 721,154 restricted stock units under the 2021 long-term incentive plan. One-quarter vests on February 25, 2027, and the remaining units vest in 12 equal quarterly installments beginning May 25, 2027, provided he continues serving the company.

Were any open-market share sales reported by Wheels Up (UP) COO in this filing?

No open-market sales were reported. The filing shows two transactions coded “F” where 3,159 and 35,387 shares were withheld at $0.66 per share exclusively to pay tax liabilities arising from the vesting of previously granted restricted stock units.

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

Following the grant and tax withholdings, he directly owns 1,589,149 shares of Class A common stock. This figure reflects all reported transactions, including the new restricted stock unit award and the shares withheld for tax liabilities on prior RSU vestings.

Under what plan were the Wheels Up (UP) RSUs granted to the COO?

The restricted stock units were granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated. This plan, including subsequent amendments, provides equity-based compensation such as RSUs that settle in Class A common stock upon vesting.

What is the nature of the “F” code tax-withholding transactions for Wheels Up (UP)?

The “F” code indicates shares withheld to pay tax liabilities, not discretionary sales. In this case, 3,159 and 35,387 shares of Class A common stock were withheld to satisfy taxes triggered by the vesting of previously reported restricted stock unit awards.