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Wheels Up (NYSE: UP) CLO has shares withheld to cover RSU tax bill

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Legal Officer Matthew J. Knopf reported a routine tax-withholding disposition of 379 shares of Class A common stock on May 26, 2026. These shares were withheld to cover tax liability from the vesting of restricted stock units granted under the company’s 2021 Long-Term Incentive Plan.

The filing notes that Knopf’s share amounts were adjusted for the issuer’s 1-for-20 reverse stock split that occurred on April 24, 2026. After this tax withholding, he directly holds 96,243 shares of Class A common stock, indicating he retains a substantial equity stake.

Positive

  • None.

Negative

  • None.
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 379 $8.66 $3K
Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 96,243 shares (Direct, null)
Footnotes (1)
  1. Represents shares of Class A common stock, par value $0.0001 per share, 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 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), 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. Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026.
Shares withheld for taxes 379 shares Tax-withholding disposition on May 26, 2026
Withholding price per share $8.66 per share Value used for tax-withholding disposition
Shares held after transaction 96,243 shares Direct Class A holdings following tax withholding
Reverse stock split ratio 1-for-20 Reverse split effective April 24, 2026
restricted stock units financial
"vesting of restricted stock units 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.
tax liability financial
"were withheld for the payment of tax liability arising as a result of the vesting"
reverse stock split financial
"adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Long-Term Incentive Plan financial
"granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated"
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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal 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)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock, par value $0.0001 per share05/26/2026F379(1)D$8.6696,243(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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. (the "Issuer") 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, and Amendment No. 2 thereto, effective March 26, 2025), 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.
2. Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026.
/s/ Oliver Fankhauser as attorney-in-fact for Matthew J. Knopf05/28/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Wheels Up (UP) report for Matthew J. Knopf?

Wheels Up’s Chief Legal Officer Matthew J. Knopf reported a tax-withholding disposition of 379 Class A shares. The shares were withheld by the company to cover taxes triggered by vesting restricted stock units, rather than being sold in the open market.

Why were 379 Wheels Up (UP) shares disposed of in this Form 4?

The 379 shares were withheld to pay Knopf’s tax liability from vesting restricted stock units. This is a common, non-market mechanism where the issuer retains some shares instead of the insider selling shares separately to cover income taxes.

How many Wheels Up (UP) shares does Matthew J. Knopf hold after this transaction?

After the tax-withholding disposition, Knopf directly holds 96,243 shares of Wheels Up Class A common stock. This post-transaction balance reflects adjustments for the company’s 1-for-20 reverse stock split that occurred on April 24, 2026, as noted in the filing.

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

No, the transaction was not an open-market sale. It was a Form 4 code F event in which the issuer withheld 379 vested shares to satisfy Knopf’s tax liability, a routine administrative step rather than a discretionary sale decision by the insider.

How did Wheels Up’s reverse stock split affect Matthew J. Knopf’s reported holdings?

Knopf’s reported share amounts were adjusted for Wheels Up’s 1-for-20 reverse stock split on April 24, 2026. The filing specifies that the number of securities shown incorporates this adjustment, resulting in 96,243 Class A shares reported as directly owned after the transaction.