Wheels Up (NYSE: UP) growth chief gets 829,327 RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Growth Officer Meaghan Danielle Wells reported two equity-related transactions in Class A common stock. On February 25, 2026, she acquired 829,327 restricted stock units (RSUs) at $0.00 per share as a grant under the company’s long-term incentive plan.

The RSUs will be settled in Class A common stock upon vesting, with 1/4 vesting on February 25, 2027 and the remainder vesting in 12 equal quarterly installments starting May 25, 2027, subject to continued service. On February 26, 2026, 28,956 shares at $0.66 per share were disposed of to cover tax liabilities from the vesting of previously granted RSUs. After these transactions, she directly owned 1,327,052 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^*

Wells Meaghan Danielle

(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 Growth 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		829,327(1)	A	$0	1,356,008	D
Class A Common Stock, par value $0.0001 per share	02/26/2026		F		28,956(2)	D	$0.66	1,327,052	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 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 3 filed with the United States Securities and Exchange Commission on June 27, 2025.

	/s/ Oliver Fankhauser as attorney-in-fact for Meaghan Danielle Wells	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Wheels Up (UP) Chief Growth Officer report?

Meaghan Danielle Wells reported an RSU grant and a tax-related share disposition. She received 829,327 restricted stock units and had 28,956 shares withheld to cover taxes from vesting RSUs, both tied to the company’s long-term incentive plan.

How many Wheels Up (UP) RSUs were granted to Meaghan Danielle Wells?

She received a grant of 829,327 restricted stock units. These RSUs were issued under Wheels Up’s amended 2021 long-term incentive plan and will convert into Class A common shares only as they vest over a multi-year schedule, subject to her continued service.

What is the vesting schedule for Meaghan Wells’s 829,327 Wheels Up (UP) RSUs?

The RSUs vest over several years. One quarter vests on February 25, 2027, and the remaining three quarters vest in 12 equal quarterly installments starting May 25, 2027, contingent on her ongoing service with Wheels Up Experience Inc.

Why were 28,956 Wheels Up (UP) shares disposed of at $0.66?

The 28,956 shares were withheld to pay tax liabilities from the vesting of earlier RSU awards. This tax-withholding disposition, at $0.66 per share, is a non-open-market transaction commonly used to satisfy withholding obligations on equity compensation.

How many Wheels Up (UP) shares does Meaghan Wells hold after these transactions?

Following the reported RSU grant and tax-withholding disposition, Meaghan Danielle Wells directly owns 1,327,052 shares of Wheels Up Class A common stock. This figure reflects her holdings after the February 26, 2026 tax-related share withholding transaction.

Under which plan were Meaghan Wells’s Wheels Up (UP) RSUs granted?

The RSUs were granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated. This equity plan, further amended in 2024 and 2025, governs the terms, settlement in Class A shares, and vesting conditions of her award.