Wheels Up (UP) CAO has 4,240 shares withheld for RSU taxes

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Accounting Officer Alexander Chatkewitz reported a tax-withholding disposition of 4,240 shares of Class A common stock on March 5, 2026. The shares, valued at $0.56 each, were withheld to cover taxes from vesting restricted stock units. After this transaction, Chatkewitz directly owns 865,539 shares of Class A common stock.

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

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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)
03/05/2026

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	03/05/2026		F		4,240(1)	D	$0.56	865,539	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. that were withheld for the payment of tax liability arising as a result of the vesting of restricted stock units 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 as further amended by Amendment No. 2 thereto, effective March 26, 2025), which were originally reported by the Reporting Person in a Form 3 filed with the United States Securities and Exchange Commission on September 11, 2024.

	/s/ Oliver Fankhauser as attorney-in-fact for Alexander Chatkewitz	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Wheels Up (UP) Chief Accounting Officer report in this Form 4?

The Chief Accounting Officer reported a tax-withholding disposition of 4,240 shares of Class A common stock. These shares were withheld to pay taxes on vested restricted stock units granted under the company’s long-term incentive plan.

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

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to satisfy tax liabilities arising from the vesting of restricted stock units, rather than sold on the open market.

How many Wheels Up (UP) shares were involved and at what price?

The filing shows 4,240 shares of Class A common stock were withheld at a value of $0.56 per share. This value is used for the tax-withholding calculation tied to the vesting of restricted stock units under the incentive plan.

How many Wheels Up (UP) shares does the insider own after this transaction?

Following the tax-withholding disposition, the Chief Accounting Officer directly owns 865,539 shares of Wheels Up Class A common stock. This figure reflects the updated total beneficial ownership reported after shares were withheld to cover tax obligations.

What plan triggered the Wheels Up (UP) tax-withholding share disposition?

The disposition was tied to vesting restricted stock units under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended through March 26, 2025. Shares were withheld to pay the resulting tax liability from that RSU vesting.