How did the reverse stock split affect the share numbers in this Wheels Up (UP) filing?

The filing states that amounts were adjusted for a 1-for-20 reverse stock split effective April 24, 2026. This means all referenced share counts, including holdings and withheld shares, reflect the post-split share structure.

Wheels Up Experience (UP) CGO has 298 shares withheld for RSU taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Growth Officer Meaghan Danielle Wells reported a small tax-related share withholding. On the reported date, 298 shares of Class A common stock were withheld at a price of $8.66 per share to cover tax liabilities from vesting restricted stock units.

These shares were not sold in the open market but were retained by the company to satisfy taxes due on equity compensation under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan. After this transaction, Wells directly holds 66,053 shares of Class A common stock.

The reported share amounts reflect the company’s 1-for-20 reverse stock split that took effect on April 24, 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wells Meaghan Danielle

Role Chief Growth Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock, par value $0.0001 per share	298	$8.66	$3K

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 66,053 shares (Direct, null)

Footnotes (1)

Represents shares of Class A common stock, par value $0.0001 per share, 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 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), which were originally reported by the Reporting Person in a Form 3 filed with the United States Securities and Exchange Commission on June 27, 2025. Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026.

Key Figures

Shares withheld for taxes: 298 shares Withholding price: $8.66 per share Shares held after transaction: 66,053 shares +1 more

4 metrics

Shares withheld for taxes 298 shares Withheld to cover RSU-related tax liability

Withholding price $8.66 per share Value used for tax-withholding disposition

Shares held after transaction 66,053 shares Direct Class A common stock holdings post-transaction

Reverse stock split ratio 1-for-20 Effective April 24, 2026; share amounts adjusted

Key Terms

restricted stock units, tax liability, Long-Term Incentive Plan, reverse stock split

4 terms

restricted stock units financial

"arising as a result of the vesting of restricted stock units granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan"

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.

tax liability financial

"were withheld for the payment of tax liability arising as a result of the vesting of restricted stock units"

Long-Term Incentive Plan financial

"granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

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.

Form 4 Insider Transactions: What Each Field Means →

05/28/2026 - 08:07 PM

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^*

Wells Meaghan Danielle

(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 Growth Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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	05/26/2026		F		298⁽¹⁾	D	$8.66	66,053⁽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)
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, 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 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), which were originally reported by the Reporting Person in a Form 3 filed with the United States Securities and Exchange Commission on June 27, 2025.

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/ Oliver Fankhauser as attorney-in-fact for Meaghan Danielle Wells	05/28/2026
	** 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

FAQ

What did Wheels Up (UP) Chief Growth Officer Meaghan Wells report in this Form 4?

Meaghan Wells reported that 298 Wheels Up shares were withheld to pay taxes on vested restricted stock units. This is a compensation-related, non-market transaction where the company kept shares instead of cash to satisfy tax obligations.

Were any Wheels Up (UP) shares bought or sold on the market in this filing?

No open-market trades occurred in this filing. The 298 shares shown were withheld by Wheels Up to cover tax liability from RSU vesting, rather than being bought or sold through market transactions.

How many Wheels Up (UP) shares does Meaghan Wells hold after the reported transaction?

After the tax-withholding transaction, Meaghan Wells directly holds 66,053 shares of Wheels Up Class A common stock. This figure reflects her remaining equity stake after 298 shares were retained by the company to satisfy tax obligations.

What triggered the tax-withholding of Wheels Up (UP) shares in this Form 4?

The withholding was triggered by the vesting of restricted stock units granted under Wheels Up’s 2021 Long-Term Incentive Plan. When RSUs vest, taxes become due, and companies often withhold shares instead of requiring employees to pay cash.