Wheels Up Form 4: CAO withholds 3,396 shares for taxes; retains 504,066 shares

Rhea-AI Filing Summary

Alexander Chatkewitz, Chief Accounting Officer of Wheels Up Experience Inc. (ticker UP), reported a transaction dated 09/05/2025 on a Form 4 filed 09/09/2025. The filing shows a disposition of 3,396 shares of Class A common stock under transaction code F at a price of $2.00 per share. The form states these shares were withheld to satisfy tax liability arising from the vesting of restricted stock units originally reported in a Form 3 on September 11, 2024. After the transaction the reporting person beneficially owned 504,066 shares. The Form 4 was signed by an attorney-in-fact.

Positive

• Continued significant ownership of 504,066 shares after the transaction, indicating retained stake in Wheels Up Experience Inc.
• Transaction tied to tax withholding from RSU vesting, which is a routine, non-dispositive reason for share reduction.

Negative

• Disposition of 3,396 shares reduces the reporting person's holdings, though the filing indicates this was for tax purposes.

Insights

Financial Analyst

TL;DR: Small, routine tax-withholding disposition from RSU vesting; no clear material impact on ownership or company capital structure.

The 3,396-share disposal at $2 appears to be a tax withholding event tied to RSU vesting, not an open-market sale for cash needs or signal of reduced conviction. The remaining beneficial ownership of 504,066 shares maintains an ongoing equity stake. Transaction size versus total holding is modest (~0.67% of the post-transaction holding), indicating limited dilution or insider exit pressure.

Corporate Governance Expert

TL;DR: Compliance-focused filing documents standard withholding; corporate governance implications are minimal.

The Form 4 discloses an internally consistent reason for the disposition—tax withholding upon RSU vesting—supported by the explanatory note referencing the Form 3. Filing by attorney-in-fact and timely reporting suggest procedural compliance. No indication of unusual trading patterns or governance concerns in this single, described transaction.

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^*

Chatkewitz Alexander

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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	09/05/2025		F		3,396(1)	D	$2	504,066	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 3 filed with the United States Securities and Exchange Commission on September 11, 2024.

	/s/ Mark Sorensen as attorney-in-fact for Alexander Chatkewitz	09/09/2025
	** 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 did Alexander Chatkewitz report on Form 4 for Wheels Up (UP)?

The filing reports a disposition of 3,396 Class A shares on 09/05/2025, at a price of $2.00 per share, with a post-transaction beneficial ownership of 504,066 shares.

Why were the 3,396 shares disposed according to the Form 4?

The form explains the shares were withheld to satisfy tax liability arising from the vesting of restricted stock units previously reported in a Form 3.

What is Alexander Chatkewitz's role at Wheels Up?

The filing identifies him as an Officer, specifically the Chief Accounting Officer.

When was the Form 4 for this transaction signed and by whom?

The signature block shows the form was signed on 09/09/2025 by Mark Sorensen as attorney-in-fact for Alexander Chatkewitz.

Does the Form 4 indicate any derivative transactions or additional securities?

No. The filing lists only a non-derivative disposition of Class A common stock and contains no reported derivative transactions.