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  4. [Form 4] Wheels Up Experience Inc. Insider Trading Activity

Tax withholding on RSU vesting for Wheels Up (UP) Chief Marketing Officer

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wheels Up Experience Inc. Chief Marketing Officer Kristen Lauria reported routine tax-withholding transactions related to equity compensation. A total of 529 shares of Class A common stock were withheld at $8.66 per share to cover tax liabilities triggered by the vesting of previously granted restricted stock units under the A&R 2021 Long-Term Incentive Plan. These Form 4 entries reflect shares delivered to satisfy taxes rather than any open-market purchases or sales by Lauria.

Positive

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Negative

  • None.
Insider Lauria Kristen
Role Chief Marketing Officer
Type Security Shares Price Value
Tax Withholding Class A Common Stock, par value $0.0001 per share 146 $8.66 $1K
Tax Withholding Class A Common Stock, par value $0.0001 per share 383 $8.66 $3K
Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 82,557 shares (Direct, null)
Footnotes (1)
  1. Represents shares of Class A common stock, par value $0.0001 per share ("Common Stock"), 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 ("RSUs") 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"), 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. Represents shares of Common Stock of the Issuer that were 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.
Tax-withholding transaction 1 383 shares at $8.66 Class A common stock withheld for tax liability on RSU vesting
Tax-withholding transaction 2 146 shares at $8.66 Additional Class A common stock withheld for RSU-related tax liability
Total shares withheld for taxes 529 shares Sum of tax-withholding dispositions reported in this Form 4
Transaction price per share $8.66 per share Price used for both tax-withholding share dispositions
restricted stock units ("RSUs") financial
"arising as a result of the vesting of restricted stock units ("RSUs") granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
tax liability financial
"shares ... that were withheld for the payment of tax liability arising as a result of the vesting of restricted stock units"
A&R 2021 LTIP financial
"granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 ... the "A&R 2021 LTIP""
Form 4 regulatory
"originally reported by the Reporting Person in a Form 4 filed with the United States Securities and Exchange Commission"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" with transaction code "F""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Lauria Kristen
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Marketing 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)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock, par value $0.0001 per share05/26/2026F146(1)D$8.6682,557D
Class A Common Stock, par value $0.0001 per share05/26/2026F383(2)D$8.6682,174D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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") that were withheld for the payment of tax liability arising as a result of the vesting of restricted stock units ("RSUs") 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"), 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.
2. Represents shares of Common Stock of the Issuer that were 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 Kristen Lauria05/28/2026
** Signature of Reporting PersonDate
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) executive Kristen Lauria report in this Form 4?

Kristen Lauria reported routine tax-withholding dispositions of company stock. A total of 529 Class A common shares were withheld at $8.66 per share to pay taxes arising from the vesting of restricted stock units granted under Wheels Up’s A&R 2021 Long-Term Incentive Plan.

How many Wheels Up (UP) shares were withheld for taxes in this filing?

In total, 529 Wheels Up Class A common shares were withheld for taxes. The Form 4 shows two tax-withholding transactions, one for 383 shares and another for 146 shares, both tied to the vesting of restricted stock units under the company’s long-term incentive plan.

Were these Wheels Up (UP) transactions open-market sales by Kristen Lauria?

No, these transactions were not open-market sales. Both entries are coded “F,” indicating shares were withheld by the issuer to cover tax liabilities from restricted stock unit vesting, rather than discretionary buying or selling activity in the open market by Kristen Lauria.

What price per share was used for the Wheels Up (UP) tax-withholding entries?

The tax-withholding dispositions used a price of $8.66 per Wheels Up Class A common share. This price was applied to both the 383-share and 146-share transactions that satisfied tax obligations triggered by vesting restricted stock units granted under the A&R 2021 LTIP.

What is the source of the restricted stock units involved for Wheels Up (UP)?

The restricted stock units came from grants under Wheels Up’s A&R 2021 Long-Term Incentive Plan. Footnotes explain the RSUs were originally reported in earlier Forms 4 and 4/A, and that the current share withholdings relate to tax liabilities from those RSU vesting events.

Does this Wheels Up (UP) Form 4 indicate any new option exercises by Kristen Lauria?

The Form 4 does not show any new option exercises. All reported transactions are non-derivative Class A common stock entries coded as tax-withholding dispositions related to vested restricted stock units, with no derivative securities or option exercises listed in the derivative transaction summary.