Wheels Up HR chief has 410 shares withheld for taxes

Q: What insider transaction did UP report for Brian Joseph Kedzior on August 26, 2026?

UP reported that Brian Joseph Kedzior had 410 shares of Class A common stock withheld on August 26, 2026 to pay tax liabilities related to the vesting of RSUs granted under the A&R 2021 Long-Term Incentive Plan.

Q: Was the August 26, 2026 UP Form 4 transaction an open-market sale?

No. The Form 4 reports code F transactions, meaning shares were withheld by UP to pay tax liabilities from RSU vesting, rather than shares being sold by Brian Joseph Kedzior in the open market.

Q: How many UP shares were withheld for taxes in the August 26, 2026 Form 4?

A total of 410 shares of UP Class A common stock were withheld: 105 shares tied to RSUs originally reported on June 7, 2024, and 305 shares tied to RSUs originally reported on March 14, 2025.

Q: What plan were the UP RSUs associated with in Brian Kedzior’s Form 4?

The RSUs that vested and triggered the 410-share tax-withholding disposition were granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated (the “A&R 2021 LTIP”).

Q: Does the August 26, 2026 UP Form 4 indicate use of a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not checked, and the footnotes describe the events solely as tax-withholding for RSU vesting, with no mention of a trading plan.

Filing Impact

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

Wheels Up Experience Inc. (UP) reported that Chief People Officer Brian Joseph Kedzior had 410 shares of Class A common stock withheld on August 26, 2026 to cover tax liabilities arising from the vesting of previously granted RSUs under the A&R 2021 Long-Term Incentive Plan. These are non-market dispositions classified as code F transactions for tax withholding, not open-market sales.

Insider Trade Summary

Tax Withholding: 410 shares

Tax Withholding 2 txns

Insider Kedzior Brian Joseph

Role Chief People Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock, par value $0.0001 per share ^F1	105	$5.06	$531.30
Tax Withholding	Class A Common Stock, par value $0.0001 per share ^F2	305	$5.06	$2K

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 69,605 shares (Direct)

Footnotes (2)

F1. Represents shares of Class A common stock, par value $0.0001 per share ("Common Stock"), 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 ("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. Represents shares of Common Stock of the Issuer 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.

Key Figures

Shares withheld for taxes (total): 410 shares Shares withheld for taxes (F1 lot): 105 shares Shares withheld for taxes (F2 lot): 305 shares +1 more

4 metrics

Shares withheld for taxes (total) 410 shares Code F dispositions on August 26, 2026 to pay tax liabilities on RSU vesting

Shares withheld for taxes (F1 lot) 105 shares Tax withholding for RSUs originally reported on June 7, 2024

Shares withheld for taxes (F2 lot) 305 shares Tax withholding for RSUs originally reported on March 14, 2025

Tax withholding reference price $5.06 per share Applied to both code F transactions on August 26, 2026

Key Terms

restricted stock units, withheld for the payment of tax liability, A&R 2021 LTIP, Form 4

4 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.

withheld for the payment of tax liability financial

"Represents shares of Common Stock ... that were withheld for the payment of tax liability"

A&R 2021 LTIP financial

"granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated"

Form 4 regulatory

"originally reported by the Reporting Person in a Form 4 filed"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did UP report for Brian Joseph Kedzior on August 26, 2026?

UP reported that Brian Joseph Kedzior had 410 shares of Class A common stock withheld on August 26, 2026 to pay tax liabilities related to the vesting of RSUs granted under the A&R 2021 Long-Term Incentive Plan.

Was the August 26, 2026 UP Form 4 transaction an open-market sale?

No. The Form 4 reports code F transactions, meaning shares were withheld by UP to pay tax liabilities from RSU vesting, rather than shares being sold by Brian Joseph Kedzior in the open market.

How many UP shares were withheld for taxes in the August 26, 2026 Form 4?

A total of 410 shares of UP Class A common stock were withheld: 105 shares tied to RSUs originally reported on June 7, 2024, and 305 shares tied to RSUs originally reported on March 14, 2025.

What plan were the UP RSUs associated with in Brian Kedzior’s Form 4?

The RSUs that vested and triggered the 410-share tax-withholding disposition were granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated (the “A&R 2021 LTIP”).

Does the August 26, 2026 UP Form 4 indicate use of a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not checked, and the footnotes describe the events solely as tax-withholding for RSU vesting, with no mention of a trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/28/2026 - 08:04 PM EDT Accepted by SEC EDGAR 08/28/2026 - 08:03 PM EDT

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

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^*

Kedzior Brian Joseph

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief People Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.0001 per share	08/26/2026		F		105⁽¹⁾	D	$5.06	69,910	D
Class A Common Stock, par value $0.0001 per share	08/26/2026		F		305⁽²⁾	D	$5.06	69,605	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of Class A common stock, par value $0.0001 per share ("Common Stock"), 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 ("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.

2. Represents shares of Common Stock of the Issuer 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 Brian Joseph Kedzior	08/28/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR