Wheels Up exec has 492 shares withheld for taxes

Wheels Up Experience Inc. (UP) reported that Chief Digital Officer David Godsman had shares of Class A common stock withheld on August 26, 2026 to cover tax liabilities from vesting restricted stock units.

Rhea-AI Filing Summary

Wheels Up Experience Inc. (UP) reported that Chief Digital Officer David Godsman had shares of Class A common stock withheld on August 26, 2026 to cover tax liabilities from vesting restricted stock units. Two Form 4 transactions show a total of 492 shares withheld at $5.06 per share in connection with RSU awards under the company’s amended and restated 2021 Long-Term Incentive Plan. These are non-open-market dispositions for tax payment, and no post-transaction share balance is stated.

Insider Trade Summary

Tax Withholding: 492 shares

Tax Withholding 2 txns

Insider Godsman David

Role Chief Digital Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock, par value $0.0001 per share F1	130	$5.06	$657.80
Tax Withholding	Class A Common Stock, par value $0.0001 per share F2	362	$5.06	$2K

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 79,324 shares (Direct)

Footnotes (2)

1. F1. Represents shares of Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") 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, Amendment No. 2 thereto, effective March 26, 2025, and Amendment No. 3 thereto, effective March 31, 2026, 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.
2. F2. Represents shares of Common Stock of the Issuer 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.

Key Figures

Tax-withholding shares (transaction 1): 130 shares Tax-withholding shares (transaction 2): 362 shares Total shares withheld for tax liability: 492 shares +1 more

4 metrics

Tax-withholding shares (transaction 1) 130 shares Class A Common Stock withheld on August 26, 2026 for tax liability from RSU vesting (footnote F1)

Tax-withholding shares (transaction 2) 362 shares Class A Common Stock withheld on August 26, 2026 for tax liability from RSU vesting (footnote F2)

Total shares withheld for tax liability 492 shares Sum of two code F transactions reported for August 26, 2026

Reported price per share $5.06 per share Applied to both tax-withholding transactions on August 26, 2026

Key Terms

restricted stock units ("RSUs"), A&R 2021 LTIP, withheld for the payment of tax liability, Form 4

4 terms

restricted stock units ("RSUs") financial

"arising as a result of the vesting of restricted stock units ("RSUs") granted"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

A&R 2021 LTIP financial

"under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated"

withheld for the payment of tax liability financial

"shares of Common Stock of the Issuer that were withheld for the payment of tax liability"

Form 4 regulatory

"originally reported by the Reporting Person in a Form 4 filed with"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

What insider transactions did UP Chief Digital Officer David Godsman report on August 26, 2026?

He reported two code F transactions where a total of 492 shares of Class A common stock were withheld to pay tax liabilities arising from RSU vesting on August 26, 2026, at a reported price of $5.06 per share.

Were David Godsman’s August 26, 2026 UP share transactions open-market sales?

No. Both transactions are coded F and described as shares withheld for the payment of tax liability related to the vesting of RSUs under Wheels Up’s 2021 Long-Term Incentive Plan, not open-market sales or purchases.

How many UP shares were withheld in each tax-withholding transaction for David Godsman?

One transaction withheld 130 shares of Class A common stock and the other withheld 362 shares, for a combined total of 492 shares, each at a reported price of $5.06 per share.

What compensation plan are David Godsman’s RSUs in UP tied to?

The RSUs are granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 and subsequently amended in 2024, 2025, and 2026, referred to as the A&R 2021 LTIP.

Is David Godsman’s August 26, 2026 Form 4 for UP tied to a Rule 10b5-1 trading plan?

The Rule 10b5-1 checkbox is not checked for this filing, and the footnotes describe the transactions solely as tax-withholding events related to RSU vesting under the A&R 2021 LTIP.

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Available on EDGAR 08/28/2026 - 08:03 PM Accepted by SEC EDGAR 08/28/2026 - 08:02 PM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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^*

Godsman David

(Last) (First) (Middle)

C/O WHEELS UP EXPERIENCE INC.

2135 AMERICAN WAY

(Street)

CHAMBLEE GEORGIA 30341

(City) (State) (Zip)

UNITED STATES

(Country)

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 Digital Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/26/2026		F		130(1)	D	$5.06	79,686	D
Class A Common Stock, par value $0.0001 per share	08/26/2026		F		362(2)	D	$5.06	79,324	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, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") 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, Amendment No. 2 thereto, effective March 26, 2025, and Amendment No. 3 thereto, effective March 31, 2026, 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.

2. Represents shares of Common Stock of the Issuer 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 Godsman	08/28/2026
	** 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.
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* Form 4: SEC 1474 (03-26)