Wheels Up Insider Filing: David Holtz Withholds 2,678 Shares to Cover Taxes

Rhea-AI Filing Summary

Form 4 summary: This Form 4 reports a transaction by David L. Holtz, Chief Operating Officer of Wheels Up Experience Inc. (UP). On 08/26/2025 Mr. Holtz had 2,678 shares of Class A common stock disposed of under transaction code F at a price of $3 per share. The filing explains these shares were withheld to pay tax liability arising from the vesting of restricted stock units originally reported on June 7, 2024. After the reported disposition, Mr. Holtz beneficially owns 990,572 shares, held directly. The Form 4 is signed by an attorney-in-fact, Mark Sorensen, on 08/28/2025. No other transactions or derivative holdings are reported in this filing.

Positive

• Tax-withholding disposition is routine and explicitly tied to RSU vesting
• Reporting person retains substantial direct ownership: 990,572 shares after the transaction

Negative

• Decrease in direct holdings by 2,678 shares as a result of the withholding

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding from RSU vesting; insider retains substantial direct ownership, suggesting alignment with shareholders.

The reported disposition of 2,678 Class A shares on 08/26/2025 is recorded as a Code F transaction and is explicitly described as shares withheld to satisfy tax obligations from previously vested restricted stock units. This type of transaction is administrative rather than an open-market sale and does not introduce new issuance or third-party transfer risks. The reporting person continues to hold 990,572 shares directly, which remains a material ownership position in nominal terms.

Securities Analyst

TL;DR: Small, routine withholding transaction; limited market impact and no derivatives reported.

The Form 4 shows a single non-derivative disposition of 2,678 shares at $3 per share, coded as F, with no accompanying purchases or derivative activity disclosed. The explanatory note ties the disposition to tax withholding for RSU vesting first reported on June 7, 2024, indicating no change in compensation structure or new equity grants disclosed here. The continued direct beneficial ownership of 990,572 shares is explicitly stated, and the filing is signed by an attorney-in-fact on 08/28/2025.

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^*

Holtz David L

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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	08/26/2025		F		2,678(1)	D	$3	990,572	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 June 7, 2024.

	/s/ Mark Sorensen as attorney-in-fact for David L Holtz	08/28/2025
	** 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.
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FAQ

What did David L. Holtz report on Form 4 for Wheels Up (UP)?

The filing reports a disposition of 2,678 Class A shares on 08/26/2025 at $3 per share, withheld to pay tax liability from RSU vesting.

What is the reporter's role and ownership after the transaction?

The reporting person is the Chief Operating Officer and reports 990,572 Class A shares beneficially owned directly following the transaction.

Why were the shares disposed of according to the Form 4?

The Form 4 states the shares were withheld to satisfy a tax liability arising from the vesting of restricted stock units originally reported on June 7, 2024.

Who signed the Form 4 and when was it signed?

The Form 4 is signed by Mark Sorensen as attorney-in-fact for David L. Holtz on 08/28/2025.

Were any derivative securities reported in this filing?

No derivative securities or option transactions are reported in Table II of this Form 4.