Equity awards and tax-share withholding for Wheels Up (NYSE: UP) CSO

Rhea-AI Filing Summary

Wheels Up Experience Inc. chief sales officer Mark Briffa reported equity compensation activity involving the company’s Class A common stock. On February 25, 2026, he acquired 895,673 shares through vesting of performance-based PSUs and 1,319 shares through a separate grant of restricted stock units under the company’s long‑term incentive plan.

To cover related tax liabilities, the filing shows tax-withholding dispositions of 51,641, 5,127, and 620 shares at a reference price of $0.66 per share on February 25 and 26, 2026. These transactions reflect compensation vesting and share withholding rather than open‑market buying or selling.

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^*

Briffa Mark

(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 Sales 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		1,319(1)(2)	A	$0	857,904	D
Class A Common Stock, par value $0.0001 per share	02/25/2026		F		620(3)	D	$0.66	857,284	D
Class A Common Stock, par value $0.0001 per share	02/25/2026		A		895,673(4)	A	$0	1,752,957	D
Class A Common Stock, par value $0.0001 per share	02/26/2026		F		5,127(5)	D	$0.66	1,747,830	D
Class A Common Stock, par value $0.0001 per share	02/26/2026		F		51,641(6)	D	$0.66	1,696,189	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 of Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") issued upon vesting of performance-based restricted stock units ("PSUs") 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, 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 ("Rule 16b-3(d)"), on February 23, 2023. Such PSUs contained separate performance conditions based on Adjusted EBITDA (a non-GAAP financial measure) and total stockholder return compared to our selected compensation peer group thresholds that were pre-determined and approved by the Issuer's Compensation Committee for the following performance periods: (i) the one-year performance for 2023;

2. (ii) the two-year cumulative performance for 2023-2024; and (iii) the three-year cumulative performance for 2023-2025. Vesting of such PSUs was also contingent upon the Reporting Person's continued service to the Issuer through December 31, 2025. A portion of such PSUs vested as of December 31, 2025 following certification of the level of achievement of the applicable performance conditions by the Issuer's Compensation Committee on February 25, 2026, and the shares of Common Stock underlying such vested PSUs reflected in Table I above were issued on February 25, 2026.

3. Represents shares of Common Stock withheld for the payment of tax liability arising as a result of the vesting of the PSUs described in Footnote 1 above.

4. Represents a grant of restricted stock units ("RSUs") under the A&R 2021 LTIP pursuant to Rule 16b-3(d). The RSUs will be settled in shares of Common Stock 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.

5. Represents shares of Common Stock 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.

6. Represents shares of Common Stock 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 Mark Briffa	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Wheels Up (UP) report for Mark Briffa?

Wheels Up reported equity compensation activity for chief sales officer Mark Briffa, including PSU vesting, an RSU grant, and related tax-withholding share dispositions. These movements reflect stock-based compensation mechanics rather than open-market purchases or sales.

How many Wheels Up (UP) shares did Mark Briffa acquire in awards?

Mark Briffa acquired 895,673 shares through vesting of performance-based PSUs and 1,319 shares through a separate RSU grant. Both awards were issued under Wheels Up’s amended 2021 long-term incentive plan as part of his equity compensation.

Why were Wheels Up (UP) shares disposed of in Mark Briffa’s Form 4?

The disposals reflect shares withheld to pay tax liabilities from vesting awards, not open-market sales. A total of 51,641, 5,127, and 620 shares were withheld at a reference price of $0.66 per share for those tax obligations.

What performance conditions governed Mark Briffa’s Wheels Up PSUs?

The PSUs were tied to Adjusted EBITDA and total shareholder return versus a peer group over specified one-, two-, and three-year performance periods from 2023 to 2025. Vesting also required Briffa’s continued service through December 31, 2025.

How do Mark Briffa’s new RSUs at Wheels Up (UP) vest over time?

The RSUs vest over several years: one quarter vests on February 25, 2027, and the remaining units vest in 12 equal quarterly installments starting May 25, 2027, subject to his continued service with Wheels Up.

What is the role of Wheels Up’s A&R 2021 LTIP in these Form 4 transactions?

All reported PSUs and RSUs were granted under Wheels Up’s amended and restated 2021 Long-Term Incentive Plan. This plan governs performance conditions, service-based vesting schedules, and the share issuances underlying Briffa’s reported equity awards.