Wheels Up CSO has 646 shares withheld for taxes

Wheels Up Experience Inc. Chief Sales Officer Mark Briffa reported two tax-withholding dispositions of Class A common stock tied to vested restricted stock units.

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Sales Officer Mark Briffa reported two tax-withholding dispositions of Class A common stock tied to vested restricted stock units. A total of 903 shares were withheld at $8.66 per share to cover tax liabilities arising from prior RSU grants under the company’s long-term incentive plan.

Following these non-market transactions, Briffa directly holds 81,100 shares of Class A common stock. The filings reflect routine equity compensation tax handling rather than open-market buying or selling activity.

Insider Trade Summary

Exercise Price or Tax Liability: 903 shares

Exercise Price or Tax Liability 2 txns

Insider Briffa Mark

Role Chief Sales Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock, par value $0.0001 per share	257	$8.66	$2K
Exercise Price or Tax Liability	Class A Common Stock, par value $0.0001 per share	646	$8.66	$6K

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 81,100 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") 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, and Amendment No. 2 thereto, effective March 26, 2025, 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 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

Tax-withholding shares (first entry): 646 shares Tax-withholding shares (second entry): 257 shares Total shares withheld for taxes: 903 shares +2 more

5 metrics

Tax-withholding shares (first entry) 646 shares Class A common stock withheld on May 26, 2026

Tax-withholding shares (second entry) 257 shares Additional Class A shares withheld on May 26, 2026

Total shares withheld for taxes 903 shares Tax liability from RSU vesting

Withholding price per share $8.66 per share Applied to both tax-withholding transactions

Shares held after transactions 81,746 shares Direct Class A holdings following second disposition

Key Terms

restricted stock units, A&R 2021 LTIP, tax-withholding disposition, Form 4, +1 more

5 terms

restricted stock units financial

"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"

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 April 1, 2023 ... the "A&R 2021 LTIP""

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition", "transaction_code_description": "Payment of exercise price or tax liability by delivering securities""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 regulatory

"originally reported by the Reporting Person in a Form 4 filed with the United States Securities and Exchange Commission"

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.

Class A common stock financial

"Represents shares of Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc."

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.

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

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Accepted by SEC EDGAR 05/28/2026 - 08:00 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^*

Briffa Mark

(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 Sales Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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	05/26/2026		F		257(1)	D	$8.66	81,746	D
Class A Common Stock, par value $0.0001 per share	05/26/2026		F		646(2)	D	$8.66	81,100	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") 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, and Amendment No. 2 thereto, effective March 26, 2025, 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 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 Mark Briffa	05/28/2026
	** 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)