Wheels Up COO has 507 shares withheld for taxes

Rhea-AI Filing Summary

Wheels Up Experience Inc. (UP) reported that Chief Operating Officer David L. Holtz had a total of 507 shares of Class A common stock withheld on August 26, 2026, to cover tax liabilities arising from the vesting of restricted stock units under the company’s A&R 2021 Long-Term Incentive Plan.

The tax-withholding dispositions were reported in two entries: 134 shares and 373 shares, each priced at $5.06 per share. The filing indicates these transactions were for tax payment purposes rather than open-market sales and were not made under a Rule 10b5-1 trading plan.

Insider Trade Summary

Tax Withholding: 507 shares

Tax Withholding 2 txns

Insider Holtz David L

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock, par value $0.0001 per share F1	134	$5.06	$678.04
Tax Withholding	Class A Common Stock, par value $0.0001 per share F2	373	$5.06	$2K

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 78,438 shares (Direct)

Footnotes (2)

1. F1. Represents shares of Class A common stock, par value $0.0001 per share ("Common Stock"), 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 ("RSUs") 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, the "A&R 2021 LTIP"), which were originally reported by the Reporting Person in a Form 4 filed with the United States Securities and Exchange Commission ("SEC") on June 7, 2024.
2. F2. Represents shares of Common Stock of the Issuer that were withheld for the payment of tax liability arising as a result of the vesting of RSUs granted under the A&R 2021 LTIP, which were originally reported by the Reporting Person in a Form 4/A filed with the SEC on March 14, 2025.

Key Figures

Shares withheld for tax liability (first transaction): 134 shares Shares withheld for tax liability (second transaction): 373 shares Total shares withheld for tax liability: 507 shares +2 more

5 metrics

Shares withheld for tax liability (first transaction) 134 shares Class A Common Stock withheld on August 26, 2026 for tax liability from RSU vesting under A&R 2021 LTIP

Shares withheld for tax liability (second transaction) 373 shares Class A Common Stock withheld on August 26, 2026 for tax liability from RSU vesting under A&R 2021 LTIP

Total shares withheld for tax liability 507 shares Sum of two Form 4 code F transactions for David L. Holtz

Per-share value used for withholding $5.06 per share Price per share reported for both tax-withholding transactions on August 26, 2026

A&R 2021 LTIP amendment dates April 1, 2023; April 15, 2024; March 26, 2025; March 31, 2026 Amendment and restatement history for the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan

Key Terms

restricted stock units, A&R 2021 LTIP, tax liability, Form 4, +1 more

5 terms

restricted stock units financial

"arising as a result of the vesting of restricted stock units ("RSUs") granted under"

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.

A&R 2021 LTIP financial

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

tax liability financial

"shares ... that were withheld for the payment of tax liability arising as a result"

Form 4 regulatory

"originally reported by the Reporting Person in a Form 4 filed with the United States"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Rule 10b5-1 regulatory

"The filing indicates these transactions were not made under a Rule 10b5-1 trading"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

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

What insider transaction did UP report for David L. Holtz on this Form 4?

UP reported that COO David L. Holtz had 507 shares of Class A common stock withheld on August 26, 2026, to pay tax liabilities triggered by the vesting of restricted stock units granted under the company’s A&R 2021 Long-Term Incentive Plan.

Was the UP insider transaction by David L. Holtz an open-market sale?

No. The Form 4 states the transactions (code F) represent shares of Class A common stock withheld for the payment of tax liability upon RSU vesting under the A&R 2021 Long-Term Incentive Plan, not open-market sales.

How many UP shares were withheld in each tax transaction for David L. Holtz?

Two withholding transactions were reported: one for 134 shares and another for 373 shares of UP Class A common stock, totaling 507 shares, all dated August 26, 2026.

At what price per share were the UP tax-withholding shares valued on the Form 4?

Both tax-withholding transactions for David L. Holtz used a value of $5.06 per share for the Class A common stock, as disclosed in the Form 4 for the transactions dated August 26, 2026.

Were David L. Holtz’s UP transactions under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not marked, and the footnotes describe the transactions as shares withheld to pay tax liabilities from RSU vesting, not trades under a pre-arranged trading plan.

Which UP equity plan is referenced in David L. Holtz’s Form 4?

The transactions relate to RSUs granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023, and further amended on April 15, 2024, March 26, 2025, and March 31, 2026.

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

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Available on EDGAR 08/28/2026 - 08:03 PM EDT Accepted by SEC EDGAR 08/28/2026 - 08:02 PM EDT 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^*

Holtz David L

(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 Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026

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	08/26/2026		F		134(1)	D	$5.06	78,811	D
Class A Common Stock, par value $0.0001 per share	08/26/2026		F		373(2)	D	$5.06	78,438	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 ("Common Stock"), 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 ("RSUs") 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, the "A&R 2021 LTIP"), which were originally reported by the Reporting Person in a Form 4 filed with the United States Securities and Exchange Commission ("SEC") on June 7, 2024.

2. Represents shares of Common Stock of the Issuer that were withheld for the payment of tax liability arising as a result of the vesting of RSUs granted under the A&R 2021 LTIP, which were originally reported by the Reporting Person in a Form 4/A filed with the SEC on March 14, 2025.

	/s/ Mark Sorensen as attorney-in-fact for David L Holtz	08/28/2026
	** 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)