Wheels Up Experience Inc. (UP) CSO in 4,958-share tax disposition

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Sales Officer Mark Briffa reported a small tax-related share disposition. On February 23, 2026, 4,958 shares of Class A common stock at $0.62 per share were withheld to cover tax liabilities from vesting restricted stock units granted under the company’s long-term incentive plan. After this tax-withholding disposition, Briffa directly owned 856,585 Class A shares.

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)
02/23/2026

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	02/23/2026		F		4,958(1)	D	$0.62	856,585	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, $0.0001 par value 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 ("RSUs") 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 as further amended by Amendment No. 2 thereto, effective March 26, 2025), which were originally reported by the Reporting Person in a Form 4 filed with the United States Securities and Exchange Commission on June 2, 2023.

	/s/ Mark Sorensen as attorney-in-fact for Mark Briffa	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Wheels Up (UP) report for Mark Briffa?

Wheels Up reported a tax-related share disposition by Chief Sales Officer Mark Briffa. On February 23, 2026, 4,958 Class A shares were withheld to satisfy tax liabilities from vesting RSUs granted under the company’s 2021 Long-Term Incentive Plan.

Was Mark Briffa’s Wheels Up (UP) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld to cover tax due when previously granted restricted stock units vested under Wheels Up’s long-term incentive plan, rather than being sold on the open market.

How many Wheels Up (UP) shares were involved in Mark Briffa’s tax withholding?

The transaction involved 4,958 shares of Wheels Up Class A common stock. These shares were withheld at $0.62 per share to pay tax liabilities triggered by the vesting of restricted stock units previously reported in an earlier Form 4 filing.

How many Wheels Up (UP) shares does Mark Briffa own after this Form 4?

After the tax-withholding disposition, Mark Briffa directly owned 856,585 shares of Wheels Up Class A common stock. This figure reflects his direct holdings following the withholding of 4,958 shares for tax obligations tied to vesting restricted stock units.

What plan governed the RSUs in Mark Briffa’s Wheels Up (UP) filing?

The restricted stock units came from the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan. The plan has been amended several times, and the RSUs related to this tax-withholding event were originally reported in a Form 4 filed on June 2, 2023.

What does transaction code F mean in the Wheels Up (UP) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, Wheels Up withheld 4,958 Class A shares from Mark Briffa to cover tax due when his restricted stock units vested under the company’s incentive plan.