Kristen Lauria Withholds 2,901 UP Shares to Cover RSU Taxes

Rhea-AI Filing Summary

Kristen Lauria, Chief Marketing Officer of Wheels Up Experience Inc. (UP), reported a withholding of 2,901 shares of Class A common stock on 08/26/2025 at a price of $3.00 per share to satisfy tax liability from the vesting of restricted stock units originally reported on June 7, 2024. Following this withholding, Lauria beneficially owned 1,031,817 shares. The Form 4 was signed on behalf of Lauria by attorney-in-fact Mark Sorensen on 08/28/2025. The filing lists Lauria's address as C/O Wheels Up Experience Inc., 2135 American Way, Chamblee, GA 30341.

Positive

• Reporting compliance maintained via timely Form 4 filing disclosing the tax-withholding transaction
• Transaction linked to previously disclosed RSU vesting, providing transparency about reason for disposition

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale related to RSU vesting; no material change to ownership stake.

The Form 4 shows a disposition code 'F' for 2,901 shares withheld to satisfy tax obligations from previously reported restricted stock unit vesting. The reported per-share price is $3.00 and post-transaction beneficial ownership remains 1,031,817 shares, indicating this was an administrative withholding rather than an open-market sale. Such transactions typically have negligible market impact and do not indicate a change in executive conviction.

Corporate Governance Expert

TL;DR: Disclosure demonstrates compliance with Section 16 reporting; transaction is administrative, not indicative of governance concerns.

The filing documents the withholding of shares to cover tax liabilities tied to RSU vesting originally disclosed on June 7, 2024, and is signed by an attorney-in-fact. The clear linkage to prior RSU vesting and the limited share amount suggest routine administrative activity. There are no red flags in disclosure timing or signature that would imply governance issues.

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)
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		2,901(1)	D	$3	1,031,817	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 on June 7, 2024.

	/s/ Mark Sorensen as attorney-in-fact for Kristen Lauria	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.
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.

FAQ

What transaction did Kristen Lauria report on Form 4 for Wheels Up (UP)?

Lauria reported a disposition of 2,901 shares of Class A common stock on 08/26/2025 with a reported price of $3.00 per share to satisfy tax withholding from RSU vesting.

How many shares does Kristen Lauria own after the reported transaction?

After the withholding, Lauria beneficially owned 1,031,817 shares of Class A common stock.

Why were the 2,901 shares disposed of according to the Form 4?

The Form 4 explains the shares were withheld for payment of tax liability arising from the vesting of restricted stock units originally reported on June 7, 2024.

Who signed the Form 4 and when was it signed?

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

What is Kristen Lauria's role at Wheels Up as stated in the filing?

The filing lists Kristen Lauria as Chief Marketing Officer and an officer of the issuer.