Wheels Up (NYSE: UP) officer withholds 2,098 shares to cover RSU taxes

Rhea-AI Filing Summary

Wheels Up Experience Inc. reported an insider equity transaction by its Chief People Officer. On 11/26/2025, the officer had 2,098 shares of Class A common stock withheld at $0.78 per share to cover tax liabilities triggered by the vesting of previously reported restricted stock units. Following this tax withholding, the officer beneficially owns 792,249 shares of Class A common stock held directly. This filing reflects an administrative tax-related event rather than an open-market purchase or sale.

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^*

Kedzior Brian Joseph

(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 People 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		2,098(1)	D	$0.78	792,249	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 Brian Joseph Kedzior	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).
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FAQ

What insider transaction did Wheels Up (UP) report in this Form 4?

The Chief People Officer of Wheels Up Experience Inc. reported a tax-related transaction where 2,098 shares of Class A common stock were withheld on 11/26/2025 in connection with vesting restricted stock units.

Was the Wheels Up (UP) Form 4 transaction an open-market sale?

No. The transaction is coded "F", indicating shares were withheld to satisfy tax obligations from restricted stock unit vesting, not an open-market sale.

How many Wheels Up (UP) shares does the officer own after this transaction?

After the tax withholding of 2,098 shares, the Chief People Officer beneficially owns 792,249 shares of Wheels Up Class A common stock, held directly.

What was the price used for the withheld Wheels Up (UP) shares?

The 2,098 withheld shares were valued at $0.78 per share for purposes of satisfying the tax liability arising from restricted stock unit vesting.

What triggered the tax withholding reported in this Wheels Up (UP) Form 4?

The withholding relates to a tax liability arising from the vesting of restricted stock units that had been previously reported by the officer.