Wheels Up (NYSE: UP) CAO RSU vesting triggers 274-share tax withholding

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Accounting Officer Alexander Chatkewitz reported a small, routine share disposition tied to equity compensation. On the RSU vesting date, 274 shares of Class A common stock were withheld at $8.66 per share to cover tax liability from previously granted restricted stock units.

After this tax-withholding event, Chatkewitz directly held 43,000 shares of Class A common stock. The filing also notes that amounts have been adjusted for the company’s 1-for-20 reverse stock split that occurred on April 24, 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Chatkewitz Alexander

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock, par value $0.0001 per share	274	$8.66	$2K

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 43,000 shares (Direct, null)

Footnotes (1)

1. Represents shares of Class A common stock, par value $0.0001 per share, 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 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 Amendment No. 2 thereto, effective March 26, 2025), which were originally reported by the Reporting Person in a Form 4/A filed with the United States Securities and Exchange Commission on March 14, 2025. Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026.

Key Figures

Shares withheld for taxes: 274 shares Withholding price per share: $8.66 per share Shares held after transaction: 43,000 shares +3 more

6 metrics

Shares withheld for taxes 274 shares Withheld to cover tax liability on RSU vesting

Withholding price per share $8.66 per share Value used for tax-withholding disposition

Shares held after transaction 43,000 shares Direct Class A common stock holdings following disposition

Reverse stock split ratio 1-for-20 Reverse split effective April 24, 2026

Transaction code Code F Payment of tax liability by delivering securities

Tax-withholding shares total 274 shares TaxWithholdingShares in transaction summary

Key Terms

tax liability, restricted stock units, reverse stock split, Long-Term Incentive Plan

4 terms

tax liability financial

"were withheld for the payment of tax liability arising as a result of the vesting"

restricted stock units financial

"arising as a result of the vesting of restricted stock units granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

reverse stock split financial

"Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Long-Term Incentive Plan financial

"granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

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

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^*

Chatkewitz Alexander

(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 Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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	05/26/2026		F		274(1)	D	$8.66	43,000(2)	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, 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 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 Amendment No. 2 thereto, effective March 26, 2025), which were originally reported by the Reporting Person in a Form 4/A filed with the United States Securities and Exchange Commission on March 14, 2025.

2. Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026.

	/s/ Oliver Fankhauser as attorney-in-fact for Alexander Chatkewitz	05/28/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Wheels Up (UP) report for Alexander Chatkewitz?

Alexander Chatkewitz reported a tax-withholding disposition of 274 shares of Wheels Up Class A common stock. These shares were withheld to satisfy tax obligations arising from the vesting of previously granted restricted stock units.

Was the Wheels Up (UP) insider transaction an open-market sale?

No, the transaction was not an open-market sale. The 274 shares were withheld by the company to pay tax liability on RSU vesting, a standard administrative step in equity compensation, rather than a discretionary sale on the market.

How many Wheels Up (UP) shares does Alexander Chatkewitz hold after this filing?

Following the tax-withholding disposition, Alexander Chatkewitz directly holds 43,000 shares of Wheels Up Class A common stock. This figure reflects adjustments for the company’s 1-for-20 reverse stock split that occurred on April 24, 2026.

What caused the tax liability leading to the 274-share withholding at Wheels Up (UP)?

The tax liability arose from the vesting of restricted stock units granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan. When RSUs vest, their value is taxable, and companies often withhold shares to cover those taxes.

How did Wheels Up (UP) adjust the reported share amounts in this Form 4?

The reported share amounts were adjusted for Wheels Up’s 1-for-20 reverse stock split that occurred on April 24, 2026. This corporate action consolidated every 20 shares into one, increasing the per-share price while reducing the share count proportionally.

What plan governs the RSUs involved in the Wheels Up (UP) insider filing?

The restricted stock units are granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023, with further amendments effective April 15, 2024 and March 26, 2025, governing the company’s equity compensation awards.