Wheels Up (NYSE: UP) CLO receives 757,211 RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Legal Officer Matthew J. Knopf reported equity compensation changes in the company’s Class A common stock. He received a grant of 757,211 restricted stock units (RSUs) under the 2021 long‑term incentive plan, which will settle in shares upon vesting if conditions are met.

According to the vesting schedule, one quarter of these RSUs will vest on February 25, 2027, with the remaining units vesting in 12 equal quarterly installments starting May 25, 2027, subject to his continued service. Separately, 35,728 shares were withheld at a price of $0.66 per share to cover tax liabilities from earlier RSU vesting, leaving him with 1,932,493 shares of Class A common stock held directly after these transactions.

Insights

Equity Compensation Analyst

Routine equity award and tax withholding with a net increase in reported holdings.

The filing shows Matthew J. Knopf, Chief Legal Officer of Wheels Up Experience Inc., receiving a grant of 757,211 RSUs under the amended 2021 long‑term incentive plan. These RSUs are scheduled to settle in Class A common stock upon vesting.

The vesting structure is extended: 25% vests on February 25, 2027, with the balance vesting in 12 equal quarterly installments starting May 25, 2027, contingent on continued service. This ties a substantial portion of compensation to long‑term tenure and future company performance.

In a separate transaction coded “F,” 35,728 shares were withheld at $0.66 per share to cover tax liabilities from previously granted RSUs. This is a tax-withholding disposition, not an open‑market sale, and leaves him with 1,932,493 directly held shares after the reported transactions.

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^*

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)
02/25/2026

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	02/25/2026		A		757,211(1)	A	$0	1,968,221	D
Class A Common Stock, par value $0.0001 per share	02/26/2026		F		35,728(2)	D	$0.66	1,932,493	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 a grant of restricted stock units ("RSUs") 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 Amendment No. 2 thereto, effective March 26, 2025, the "A&R 2021 LTIP"), pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended. The RSUs will be settled in shares of Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") upon vesting, if at all. The RSUs will vest as follows: (i) 1/4th of the RSUs will vest on February 25, 2027; and (ii) the remaining RSUs will vest in 12 equal quarterly installments commencing May 25, 2027, in each case subject to the Reporting Person's continued service to the Issuer.

2. Represents shares of Common Stock 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 United States Securities and Exchange Commission on March 14, 2025.

	/s/ Oliver Fankhauser as attorney-in-fact for Matthew J. Knopf	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What did Wheels Up (UP) Chief Legal Officer Matthew Knopf report in this Form 4?

He reported a large equity compensation grant and a tax-related share withholding. Knopf received 757,211 restricted stock units and had 35,728 shares withheld at $0.66 per share to cover tax liabilities from prior RSU vesting.

How many RSUs did Matthew Knopf receive from Wheels Up (UP)?

He received a grant of 757,211 restricted stock units under Wheels Up’s amended 2021 long-term incentive plan. These RSUs will settle in Class A common stock when they vest, aligning a significant portion of his compensation with future company performance and tenure.

What is the vesting schedule for Matthew Knopf’s new RSUs at Wheels Up (UP)?

The RSUs vest over several years. One quarter vests on February 25, 2027, and the remaining units vest in 12 equal quarterly installments beginning May 25, 2027, all conditioned on his continued service with Wheels Up Experience Inc.

Why were 35,728 Wheels Up (UP) shares disposed of in Matthew Knopf’s Form 4?

The 35,728 shares were withheld to satisfy tax liabilities from the vesting of previously granted RSUs. This disposition, coded “F,” represents tax withholding by delivering shares, not an open-market sale initiated for investment reasons.

How many Wheels Up (UP) shares does Matthew Knopf hold after these transactions?

After the reported transactions, Knopf directly holds 1,932,493 shares of Wheels Up Class A common stock. This figure reflects the impact of the new RSU grant and the shares withheld for taxes related to earlier RSU vesting events.

What plan governs Matthew Knopf’s RSU grant at Wheels Up (UP)?

The RSU grant was made under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated. The plan, including subsequent amendments, governs the terms, vesting conditions, and settlement of his restricted stock unit awards.