Wheels Up (UP) CMO granted 721,154 RSUs, withholds shares for tax

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Marketing Officer Kristen Lauria reported equity compensation activity and related tax share withholdings. On February 25, 2026, she received a grant of 721,154 restricted stock units (RSUs) under the A&R 2021 Long-Term Incentive Plan, which will settle in Class A common stock upon vesting.

The RSUs vest with 1/4 on February 25, 2027, and the remainder in 12 equal quarterly installments starting May 25, 2027, subject to continued service. On February 26, 2026, 3,438 and 36,270 shares of Class A common stock were withheld to cover tax liabilities from prior RSU vestings at $0.66 per share, leaving her with 1,667,177 shares owned directly after these dispositions.

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^*

Lauria Kristen

(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 Marketing 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		721,154(1)	A	$0	1,706,885	D
Class A Common Stock, par value $0.0001 per share	02/26/2026		F		3,438(2)	D	$0.66	1,703,447	D
Class A Common Stock, par value $0.0001 per share	02/26/2026		F		36,270(3)	D	$0.66	1,667,177	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 the 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 filed with the United States Securities and Exchange Commission ("SEC") on June 7, 2024.

3. 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 SEC on March 14, 2025.

	/s/ Mark Sorensen as attorney-in-fact for Kristen Lauria	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What equity award did Wheels Up (UP) CMO Kristen Lauria receive?

Kristen Lauria received a grant of 721,154 restricted stock units (RSUs) under Wheels Up’s A&R 2021 Long-Term Incentive Plan. These RSUs will settle in Class A common stock upon vesting, serving as a long-term, stock-based component of her compensation package.

How will Kristen Lauria’s new RSUs at Wheels Up (UP) vest over time?

The 721,154 RSUs vest with 1/4 on February 25, 2027. The remaining units vest in 12 equal quarterly installments starting May 25, 2027, and each vesting event depends on her continued service with Wheels Up Experience Inc.

Were Kristen Lauria’s recent share dispositions in Wheels Up (UP) open-market sales?

No. The dispositions of 3,438 and 36,270 shares on February 26, 2026 were tax-withholding transactions. Shares were withheld to pay tax liabilities from RSU vesting, rather than being sold in open-market transactions.

What tax-related transactions did the Wheels Up (UP) CMO report?

On February 26, 2026, 3,438 and 36,270 Class A common shares were withheld at $0.66 per share. These withholdings covered tax liabilities arising from the vesting of previously granted RSUs under the A&R 2021 Long-Term Incentive Plan.

How many Wheels Up (UP) shares does Kristen Lauria own after these Form 4 transactions?

After the grant and subsequent tax-withholding dispositions, Kristen Lauria directly owns 1,667,177 shares of Wheels Up Experience Inc. Class A common stock. The ownership amounts are reported as direct holdings following the February 2026 transactions.

What plan governs Kristen Lauria’s RSU grant at Wheels Up (UP)?

The RSU grant of 721,154 units was made under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated. The plan provides for equity-based awards, including RSUs that settle in Class A common stock upon vesting.