Wheels Up CLO has 4,345 shares withheld for taxes

Chief Legal Officer Matthew J. Knopf had shares withheld to cover taxes on vested equity, with 91,521 Wheels Up shares held directly after the transaction.

Rhea-AI Filing Summary

Wheels Up Experience Inc. (UP) reported that Chief Legal Officer Matthew J. Knopf had 4,345 shares of Class A common stock withheld on September 9, 2026 to satisfy tax liability from the vesting of restricted stock units. The shares were valued at $4.04 per share for this purpose, leaving him with 91,521 directly held shares afterward.

Insider Trade Summary

Tax Withholding: 4,345 shares

Tax Withholding 1 txn

Insider Knopf Matthew J.

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock, par value $0.0001 per share F1	4,345	$4.04	$18K

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 91,521 shares (Direct)

Footnotes (1)

1. F1. 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 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), which were originally reported by the Reporting Person in a Form 4 filed with the United States Securities and Exchange Commission on September 11, 2024.

Key Figures

Shares withheld for taxes: 4,345 shares Per-share value for withholding: $4.04 per share Shares held after transaction: 91,521 shares +1 more

4 metrics

Shares withheld for taxes 4,345 shares Shares of Class A common stock withheld on September 9, 2026

Per-share value for withholding $4.04 per share Value used for the tax-withholding disposition

Shares held after transaction 91,521 shares Directly held Class A common stock after the September 9, 2026 transaction

Tax-withholding transaction shares 4,345 shares Exercise-price-or-tax-liability category in transaction summary

Key Terms

restricted stock units, withheld for the payment of tax liability, Long-Term Incentive Plan, Class A common stock

4 terms

restricted stock units financial

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

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.

withheld for the payment of tax liability financial

"shares of Class A common stock ... that were withheld for the payment of tax liability"

Long-Term Incentive Plan financial

"granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan"

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.

Class A common stock financial

"Represents shares of Class A common stock, par value $0.0001 per share"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did UP report for Matthew J. Knopf?

UP reported that 4,345 shares of Class A common stock were withheld on September 9, 2026 to pay tax liability arising from the vesting of restricted stock units granted under the 2021 Long-Term Incentive Plan.

Did the UP insider Form 4 involve an open market sale or purchase?

No. The filing shows a Code F transaction, meaning shares were withheld to pay tax liability on vested restricted stock units, rather than an open market buy or sell of Wheels Up shares.

How many UP shares does Matthew J. Knopf hold after this transaction?

After the tax-withholding disposition of 4,345 shares, Matthew J. Knopf directly holds 91,521 shares of Wheels Up Experience Inc. Class A common stock, as reported in the Form 4.

What price per share was used for the UP tax-withholding transaction?

The tax-withholding disposition used a value of $4.04 per share for the 4,345 shares of Class A common stock that were withheld to satisfy the reporting person’s tax liability.

Was a Rule 10b5-1 trading plan involved in this UP Form 4?

No. The filing indicates that no Rule 10b5-1 trading plan was reported in connection with this tax-withholding transaction for Matthew J. Knopf.

What triggered the tax liability that led to share withholding at UP?

The tax liability arose from the vesting of restricted stock units granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended, which led to the withholding of 4,345 shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/11/2026 - 08:00 PM Accepted by SEC EDGAR 09/11/2026 - 08:00 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^*

Knopf Matthew J.

(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 Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2026

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	09/09/2026		F		4,345(1)	D	$4.04	91,521	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 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), which were 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	09/11/2026
	** 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)