Wheels Up (NYSE: UP) sales chief forfeits RSUs before exit
Rhea-AI Filing Summary
Wheels Up Experience Inc. (UP) reported that Chief Sales Officer Mark Briffa had 903 shares of Class A common stock withheld on August 26, 2026, at $5.06 per share, to pay tax liabilities arising from the vesting of restricted stock units under the A&R 2021 Long-Term Incentive Plan. A related disclosure states that Briffa forfeited multiple blocks of unvested RSUs for no consideration under a Settlement Agreement with Air Partner Limited and is expected to conclude his service as Chief Sales Officer effective September 1, 2026.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 903 shares
Net Sell
2 txns
Insider
Briffa Mark
Role
Chief Sales Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Class A Common Stock, par value $0.0001 per share F1, F2 | 257 | $5.06 | $1K |
| Tax Withholding | Class A Common Stock, par value $0.0001 per share F3 | 646 | $5.06 | $3K |
Holdings After Transaction:
Class A Common Stock, par value $0.0001 per share — 33,672 shares (Direct)
Footnotes (3)
- 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, Amendment No. 2 thereto, effective March 26, 2025, and Amendment No. 3 thereto, effective March 31, 2026, 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.
- F2. Reflects the forfeiture of 1,090, 8,190, 8,238 and 27,990 unvested RSUs, for no consideration, pursuant to the Settlement Agreement, dated August 12, 2026, by and between Air Partner Limited (a subsidiary of the Issuer) and Mark Briffa (the "Settlement Agreement"). Such forfeited RSUs were granted under the A&R 2021 LTIP on February 26, 2024, October 2, 2024, February 26, 2025 and February 25, 2026, respectively, in each case pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended, and were reported in Table I of the Form 4 or Form 4/A, as applicable, filed with the U.S. Securities and Exchange Commission on June 7, 2024, October 4, 2024, March 14, 2025 and February 27, 2026, respectively. Pursuant to the Settlement Agreement, Mr. Briffa is expected to conclude his service as the Issuer's Chief Sales Officer effective September 1, 2026.
- F3. 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
Shares withheld (first transaction): 257 shares
Shares withheld (second transaction): 646 shares
Per-share value for withheld shares: $5.06 per share
+5 more
8 metrics
Shares withheld (first transaction)
257 shares
Class A common stock withheld on August 26, 2026 for tax liability
Shares withheld (second transaction)
646 shares
Class A common stock withheld on August 26, 2026 for tax liability
Per-share value for withheld shares
$5.06 per share
Applied to both August 26, 2026 tax-withholding transactions
Total shares withheld for tax liability
903 shares
Exercise price or tax liability shares across two code F transactions
Unvested RSUs forfeited (block 1)
1,090 RSUs
Forfeited for no consideration under Settlement Agreement
Unvested RSUs forfeited (block 2)
8,190 RSUs
Forfeited for no consideration under Settlement Agreement
Unvested RSUs forfeited (block 3)
8,238 RSUs
Forfeited for no consideration under Settlement Agreement
Unvested RSUs forfeited (block 4)
27,990 RSUs
Forfeited for no consideration under Settlement Agreement
Key Terms
restricted stock units, A&R 2021 LTIP, Settlement Agreement, Rule 16b-3(d), +1 more
5 terms
restricted stock units financial
"arising as a result of the vesting of restricted stock units ("RSUs") granted"
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"
Settlement Agreement financial
"pursuant to the Settlement Agreement, dated August 12, 2026, by and between"
A settlement agreement is a legally binding deal where two sides resolve a dispute—often a lawsuit—by agreeing on terms such as payments, actions, or changes in behavior instead of continuing the case to trial. For investors it matters because settlements can create immediate costs, limit future liabilities or risks, and change a company's cash flow, reputation, or ongoing obligations much like paying a negotiated bill to avoid a lengthy, uncertain fight.
Rule 16b-3(d) regulatory
"in each case pursuant to Rule 16b-3(d) under the Securities Exchange Act"
Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.
payment of tax liability financial
"withheld for the payment of tax liability arising as a result of the vesting"
FAQ
What insider transactions did UP report for Mark Briffa on August 26, 2026?
UP reported that Mark Briffa had 903 shares of Class A common stock withheld on August 26, 2026, in two Form 4 code F transactions, to cover tax liabilities arising from the vesting of restricted stock units under the A&R 2021 Long-Term Incentive Plan.
What RSU forfeitures involving UP were disclosed for Mark Briffa?
A footnote discloses that Mark Briffa forfeited 1,090, 8,190, 8,238 and 27,990 unvested RSUs, for no consideration, under a Settlement Agreement dated August 12, 2026. These RSUs were granted under the A&R 2021 LTIP on several grant dates.
Is Mark Briffa expected to leave his role at Wheels Up Experience Inc. (UP)?
Yes. A footnote states that, pursuant to the Settlement Agreement dated August 12, 2026, Mark Briffa is expected to conclude his service as the Issuer’s Chief Sales Officer effective September 1, 2026.
Were Mark Briffa’s reported UP transactions under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is not checked, and the transactions are identified as code F events, representing shares withheld for payment of tax liability upon RSU vesting under the A&R 2021 Long-Term Incentive Plan.
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