Wheels Up Insider Sale: 23,959 Shares Disposed, 507,462 Remain

Rhea-AI Filing Summary

Alexander Chatkewitz, Chief Accounting Officer of Wheels Up Experience Inc. (UP), reported a sale of 23,959 shares of Class A common stock on 08/15/2025 at a weighted-average price of $1.46 per share. After the transactions, the reporting person beneficially owned 507,462 shares, held directly. The filing notes the shares were sold in multiple transactions at prices ranging from $1.39 to $1.51 and that the reported price is a weighted average; the reporting person offers to provide details on the number of shares sold at each separate price upon request. The form identifies the reporting person as an officer (Chief Accounting Officer) and reports the sale as a standard non-derivative disposition.

Positive

• Transparent disclosure: Sale reported on Form 4 with price range and offer to supply per-trade details
• Significant continued holding: Reporting person still beneficially owns 507,462 shares after the sale

Negative

• Insider disposition: Officer sold 23,959 shares, reducing direct holdings
• Market impact potential: Shares sold in the open market at prices between $1.39 and $1.51, which could exert downward pressure in low-liquidity situations

Insights

Securities Analyst

TL;DR: An officer sold a small portion of holdings—transaction appears routine and not clearly material.

The report shows a non-derivative sale of 23,959 Class A shares at a weighted-average price of $1.46, leaving 507,462 shares beneficially owned by the reporting person. The sale price band ($1.39–$1.51) is narrow and the disclosure of a weighted-average price with an offer to provide per-trade details is standard practice. This transaction reduces direct ownership but does not, on its face, indicate a change in control or a large-scale divestiture.

Corporate Governance Expert

TL;DR: Insider sale disclosed properly; governance implications appear limited given remaining stake.

The filing identifies the reporting person as the Chief Accounting Officer and reports a post-transaction direct holding of 507,462 shares. From a governance perspective, the filing meets Section 16 transparency requirements by reporting the disposition and providing supplemental price-range disclosure. The remaining ownership suggests continued alignment with shareholders, and there is no indication in the filing of any related-party transaction or plan that would warrant heightened concern.

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

OMB Number:			3235-0287
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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^*

Chatkewitz Alexander

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		S		23,959	D	$1.46(1)	507,462	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. The price reported in this box in Column 4 is a weighted average price. These shares were sold on August 15, 2025 in multiple transactions at prices ranging from $1.39 to $1.51 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 United States Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

	/s/ Mark Sorensen as attorney-in-fact for Alexander Chatkewitz	08/19/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Alexander Chatkewitz report on Form 4 for Wheels Up (UP)?

He reported a non-derivative sale of 23,959 Class A common shares on 08/15/2025.

At what price were the shares sold in the Form 4 filing for UP?

The filing reports a weighted-average price of $1.46 and states individual sale prices ranged from $1.39 to $1.51.

How many Wheels Up (UP) shares does the reporting person own after the reported sale?

The reporting person beneficially owns 507,462 shares following the disposition.

What role does the reporting person hold at Wheels Up (UP)?

The reporting person is identified as an Officer with the title Chief Accounting Officer.

Does the Form 4 provide details on the number of shares sold at each price?

The filing states shares were sold in multiple transactions at prices between $1.39 and $1.51 and offers to provide per-trade details upon request.