Wheels Up Experience (NYSE: UP) COO reports 2,678-share tax withholding

Rhea-AI Filing Summary

Wheels Up Experience Inc. reported an insider transaction by Chief Operating Officer David L. Holtz involving the company’s Class A common stock. On 11/26/2025, 2,678 shares were withheld at a price of $0.78 per share to cover tax liabilities arising from the vesting of previously reported restricted stock units. After this tax withholding, Holtz directly beneficially owns 906,541 shares of Wheels Up Class A common stock.

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^*

Holtz David L

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2025

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	11/26/2025		F		2,678(1)	D	$0.78	906,541	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 David L Holtz	12/01/2025
	** 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 type of SEC filing did Wheels Up (UP) submit in this disclosure?

This disclosure is a Form 4, which reports changes in the beneficial ownership of Wheels Up Experience Inc. securities by an insider.

Who is the reporting insider in this Wheels Up (UP) Form 4?

The reporting person is David L. Holtz, who serves as the Chief Operating Officer of Wheels Up Experience Inc.

What transaction did David L. Holtz report for Wheels Up (UP) shares?

Holtz reported a transaction in which 2,678 shares of Wheels Up Class A common stock were withheld to satisfy tax liabilities related to vesting restricted stock units.

On what date did the Wheels Up (UP) insider transaction occur?

The earliest transaction date reported for the tax-related share withholding is 11/26/2025.

At what price were the withheld Wheels Up (UP) shares valued in the Form 4?

The 2,678 withheld shares of Wheels Up Class A common stock were valued at $0.78 per share for the tax withholding transaction.

How many Wheels Up (UP) shares does David L. Holtz own after this transaction?

Following the reported transaction, David L. Holtz directly beneficially owns 906,541 shares of Wheels Up Experience Inc. Class A common stock.

What is the purpose of the share withholding reported in this Wheels Up (UP) Form 4?

The shares were withheld to pay the tax liability triggered by the vesting of restricted stock units that had been previously reported.