Wheels Up Insider Files Form 4: 25,000 Shares Sold, 2,097 Withheld for Taxes

Rhea-AI Filing Summary

Brian Joseph Kedzior, Chief People Officer of Wheels Up Experience Inc. (UP), reported transactions dated 08/26/2025. The filing shows 2,097 Class A shares were withheld to satisfy tax liabilities from the vesting of previously reported restricted stock units. On the same date the Reporting Person sold 25,000 shares in multiple transactions at a weighted average price of $2.94 (individual prices ranged $2.92–$3.00). Following these transactions the Reporting Person beneficially owned 834,914 Class A shares. The Form 4 was signed by an attorney-in-fact on behalf of the Reporting Person on 08/28/2025.

Positive

• Timely disclosure of insider transactions consistent with Section 16 reporting requirements
• Specific pricing details provided (weighted average $2.94 and price range $2.92–$3.00) and resulting beneficial ownership reported

Negative

• Insider sale of 25,000 shares, which reduces the Reporting Person's stake to 834,914 shares
• Shares withheld (2,097) to satisfy tax liability from RSU vesting

Insights

Financial Analyst

TL;DR: Routine insider tax-withholding and open-market sale; not a company operational disclosure.

The Form 4 documents a tax-withholding event from RSU vesting (2,097 shares) and an open-market sale of 25,000 shares at a weighted average $2.94. These are personal transactions by the Chief People Officer and reflect equity monetization and tax settlement rather than corporate performance changes. The filing provides specific prices and resulting beneficial ownership (834,914 shares), enabling investors to update insider holdings but contains no operational or financial guidance.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 timing and content requirements; shows insider liquidity and tax settlement.

The report identifies the reporting person, role, and relationship to the issuer, with transactions properly itemized and an attorney-in-fact signature. The withholding of shares for tax on vested RSUs and subsequent sale are typical and are disclosed with price ranges and a weighted average. The document satisfies reporting form requirements but does not indicate governance actions or changes in control.

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

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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^*

Kedzior Brian Joseph

(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 People Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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	08/26/2025		F		2,097(1)	D	$3	859,914	D
Class A Common Stock, par value $0.0001 per share	08/26/2025		S		25,000	D	$2.94(2)	834,914	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 withheld for payment of tax liability arising as a result of the vesting of restricted stock units 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. The price reported in this box in Column 4 is a weighted average price. These shares were sold on August 26, 2025 in multiple transactions at prices ranging from $2.92 to $3.00 per share, inclusive. The Reporting Person undertakes to provide to Wheels Up Experience Inc. (the "Company"), any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

	/s/ Mark Sorensen as attorney-in-fact for Brian Joseph Kedzior	08/28/2025
	** 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.
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FAQ

What transactions did Wheels Up (UP) insider Brian Kedzior report on Form 4?

The Form 4 reports 2,097 shares withheldsale of 25,000 shares

At what price were the 25,000 UP shares sold?

The shares were sold at a weighted average price of $2.94, with individual trade prices ranging from $2.92 to $3.00.

How many UP shares does the reporting person own after these transactions?

Following the reported transactions the Reporting Person beneficially owned 834,914 Class A shares

Who signed the Form 4 on behalf of the Reporting Person?

The Form 4 was signed by Mark Sorensen as attorney-in-fact for Brian Joseph Kedzior on 08/28/2025.

Was the withholding related to a prior RSU vesting event?

Yes. The filing states the 2,097 shares