UP Form 4: Matthew Knopf Disposes 87,471 Shares to Cover RSU Taxes

Rhea-AI Filing Summary

Insider reported tax-withholding sale tied to RSU vesting. Matthew J. Knopf, identified as Chief Legal Officer and a director of Wheels Up Experience Inc. (UP), reported a transaction dated 09/09/2025 in which 87,471 shares of Class A common stock were disposed at a price of $2.22 per share. After the reported disposition, Mr. Knopf beneficially owned 1,211,010 shares.

The filing explains the shares were withheld to pay tax liabilities arising from the vesting of restricted stock units originally reported in a Form 4 filed on September 11, 2024. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Knopf on 09/11/2025.

Positive

• Transaction is explicitly described as tax-withholding for vested RSUs, indicating an administrative, non-discretionary disposition
• Reporting remains compliant with Section 16; form includes explanation and attorney-in-fact signature

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider tax-withholding sale; not a directional vote on company prospects.

The reported disposition of 87,471 shares at $2.22 is explicitly described as tax withholding for vested RSUs, which is a common administrative transaction that does not necessarily indicate a change in insider sentiment. The remaining beneficial ownership of 1,211,010 shares is sizable and remains on the books. There is no indication of additional open-market sales or acquisitions in this filing.

Corporate Governance Expert

TL;DR: Filing documents compliant, shows appropriate disclosure of RSU withholding.

The Form 4 discloses the nature of the disposition and references the original RSU grant reported on September 11, 2024, satisfying Section 16 reporting requirements. The signature by an attorney-in-fact is noted and the explanation clarifies the administrative purpose of the transfer rather than a voluntary cash sale for investment reasons.

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

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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^*

Knopf Matthew J.

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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	09/09/2025		F		87,471(1)	D	$2.22	1,211,010	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 withheld for payment of tax liability arising as a result of the vesting of restricted stock units originally reported by the Reporting Person in a Form 4 filed with the United States Securities and Exchange Commission on September 11, 2024.

	/s/ Mark Sorensen as attorney-in-fact for Matthew J. Knopf	09/11/2025
	** 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 did Matthew J. Knopf report in the Form 4 for Wheels Up Experience Inc. (UP)?

Mr. Knopf reported disposing of 87,471 Class A shares on 09/09/2025 at $2.22 per share; beneficial ownership after the transaction was 1,211,010 shares.

Why were 87,471 shares disposed according to the filing?

The filing states the shares were withheld to pay tax liability arising from the vesting of restricted stock units originally reported on September 11, 2024.

What is Matthew J. Knopf's role at Wheels Up (UP)?

The Form 4 identifies him as a Director and an Officer with the title Chief Legal Officer.

When was the Form 4 signed and by whom?

The form was signed on behalf of Matthew J. Knopf by Mark Sorensen as attorney-in-fact on 09/11/2025.

Does the filing show any derivative transactions or other sales?

No. Table II for derivatives contains no reported transactions; only the non-derivative disposition of 87,471 shares is reported.