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  4. [Form 4] Wheels Up Experience Inc. Insider Trading Activity

Director at Wheels Up (NYSE: UP) granted 24,305 RSUs after reverse split

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wheels Up Experience Inc. director Gregory L. Summe reported an acquisition of 24,305 restricted stock units (RSUs) of Class A common stock under the company’s 2021 Long-Term Incentive Plan, as amended. These RSUs will settle in shares of Class A common stock upon vesting, if at all.

The RSUs vest in four equal quarterly installments on September 9, 2026, December 9, 2026, March 9, 2027, and the earlier of June 9, 2027 or the next annual stockholder meeting after that date, subject to his continued service. Following this grant, Summe holds 36,090 shares. All amounts reflect a 1-for-20 reverse stock split effective April 24, 2026.

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Insider SUMME GREGORY L
Role null
Type Security Shares Price Value
Grant/Award Class A Common Stock, par value $0.0001 per share 24,305 $0.00 --
Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 36,090 shares (Direct, null)
Footnotes (1)
  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, Amendment No. 2 thereto, effective March 26, 2025, and Amendment No. 3 thereto, effective March 31, 2026), pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended. The RSUs will be settled in shares of Class A common stock, par value $0.0001 per share, of Wheels Up Experience Inc. (the "Issuer") upon vesting, if at all. The RSUs will vest in four equal quarterly installments on each of (i) September 9, 2026, (ii) December 9, 2026, (iii) March 9, 2027, and (iv) upon the earlier to occur of (a) June 9, 2027 or (b) the date of the next annual meeting of stockholders of the Issuer following June 9, 2027, in each case subject to the Reporting Person's continued service to the Issuer. Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026.
RSUs granted 24,305 units Restricted stock units of Class A common stock granted June 9, 2026
Shares held after transaction 36,090 shares Total direct Class A common stock following the RSU grant
Reverse stock split ratio 1-for-20 Reverse split effective April 24, 2026 used to adjust amounts
First vesting date September 9, 2026 First of four equal quarterly vesting installments for RSUs
Final vesting event Earlier of June 9, 2027 or next annual meeting Fourth RSU vesting installment timing
restricted stock units ("RSUs") financial
"Represents a grant of restricted stock units ("RSUs") under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
2021 Long-Term Incentive Plan financial
"under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023"
Rule 16b-3(d) regulatory
"pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended"
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.
reverse stock split financial
"Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
annual meeting of stockholders financial
"the date of the next annual meeting of stockholders of the Issuer following June 9, 2027"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
SUMME GREGORY L
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock, par value $0.0001 per share06/09/2026A24,305(1)A$036,090(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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, Amendment No. 2 thereto, effective March 26, 2025, and Amendment No. 3 thereto, effective March 31, 2026), pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended. The RSUs will be settled in shares of Class A common stock, par value $0.0001 per share, of Wheels Up Experience Inc. (the "Issuer") upon vesting, if at all. The RSUs will vest in four equal quarterly installments on each of (i) September 9, 2026, (ii) December 9, 2026, (iii) March 9, 2027, and (iv) upon the earlier to occur of (a) June 9, 2027 or (b) the date of the next annual meeting of stockholders of the Issuer following June 9, 2027, in each case subject to the Reporting Person's continued service to the Issuer.
2. Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026.
/s/ Mark Sorensen as attorney-in-fact for Gregory L. Summe06/10/2026
** Signature of Reporting PersonDate
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

FAQ

What insider transaction did Wheels Up (UP) report for Gregory L. Summe?

Wheels Up reported that director Gregory L. Summe received 24,305 restricted stock units of Class A common stock. The award was made under the 2021 Long-Term Incentive Plan and is structured as equity compensation that will settle in shares when the units vest, if at all.

How and when do Gregory L. Summe’s new RSUs at Wheels Up (UP) vest?

The 24,305 RSUs vest in four equal quarterly installments. Vesting dates are September 9, 2026, December 9, 2026, March 9, 2027, and the earlier of June 9, 2027 or the next annual stockholder meeting thereafter, subject to Summe’s continued service to the company.

What will Gregory L. Summe receive when his Wheels Up (UP) RSUs vest?

Upon vesting, the RSUs will be settled in shares of Wheels Up Class A common stock. Settlement occurs only if vesting conditions are met, meaning Summe generally must remain in service through each vesting date to receive the corresponding shares.

How many Wheels Up (UP) shares does Gregory L. Summe hold after this Form 4 transaction?

After the reported RSU grant, Gregory L. Summe’s total direct holdings are 36,090 shares of Class A common stock. This figure reflects the impact of the company’s 1-for-20 reverse stock split that became effective on April 24, 2026.

How did Wheels Up’s 1-for-20 reverse stock split affect Summe’s reported holdings?

The filing notes that securities amounts were adjusted for a 1-for-20 reverse stock split effective April 24, 2026. This means both the 24,305 RSUs granted and the 36,090 shares reported as held are post-split figures, already reflecting the consolidated share count.