Wheels Up (UP) Chief Digital Officer reports 2,603-share tax withholding on RSU vesting

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Digital Officer David Godsman reported a routine equity transaction involving company stock. On November 26, 2025, 2,603 shares of Class A common stock were withheld at a price of $0.78 per share to cover tax liabilities arising from the vesting of previously granted restricted stock units. After this withholding, Godsman beneficially owned 934,221 shares of Wheels Up Class A common stock in direct ownership form.

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^*

Godsman David

(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 Digital 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		2,603(1)	D	$0.78	934,221	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 Godsman	12/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Wheels Up (UP) report for David Godsman?

The filing shows that 2,603 shares of Wheels Up Class A common stock were withheld on November 26, 2025 to satisfy tax obligations related to vesting restricted stock units.

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

The 2,603 withheld shares were valued at $0.78 per share in connection with the tax withholding transaction.

How many Wheels Up (UP) shares does David Godsman own after this transaction?

Following the tax withholding, David Godsman beneficially owned 934,221 shares of Wheels Up Class A common stock in direct ownership.

What was the purpose of the share withholding reported for Wheels Up (UP)?

The shares were withheld to pay the tax liability triggered by the vesting of restricted stock units that had been previously reported on June 7, 2024.

What is David Godsman’s role at Wheels Up (UP)?

David Godsman is identified in the filing as an Officer of Wheels Up Experience Inc., serving as the company’s Chief Digital Officer.

Is the reported Wheels Up (UP) transaction a sale on the open market?

No. The filing describes shares withheld for payment of tax liability upon RSU vesting, rather than an open-market sale initiated by the reporting person.