Briffa Mark 4
4 · Wheels Up Experience Inc. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Wheels Up (UP) Chief Sales Officer Mark Briffa Receives Stock Awards
What Happened
- Mark Briffa, Chief Sales Officer of Wheels Up Experience Inc. (UP), received stock awards on Feb 25, 2026. The Form 4 shows two award issuances totaling 896,992 shares (1,319 shares and 895,673 shares) issued at $0.00 per share (awards/vesting).
- Simultaneously, a total of 57,388 shares were disposed of (withheld) to satisfy tax liabilities: 620, 5,127 and 51,641 shares at a reported value of $0.66 per share, totaling $37,876. Net new shares issued to Briffa = 896,992 issued − 57,388 withheld = 839,604 shares.
Key Details
- Transaction dates: awards issued 2026-02-25; tax-withholding dispositions on 2026-02-25 and 2026-02-26.
- Prices reported: awards at $0.00 (A = Award/Grant); withheld shares reported at $0.66 each (F = tax withholding/disposition). Cash value of withheld shares ≈ $37,876.
- Shares owned after the transaction: not provided on the Form 4; net increase from these events ≈ +839,604 shares.
- Footnotes: Awards include vested performance-based restricted stock units (PSUs) granted in Feb 2023 (vesting certified 02/25/2026) and a grant of restricted stock units (RSUs) with future vesting schedules. Withheld shares represent tax withholding for PSU/RSU vesting (see footnotes F1–F6).
- Filing timeliness: Form filed 2026-02-27 covering 02/25–02/26 transactions — filed within the standard Form 4 reporting window.
Context
- These transactions reflect issuance/vesting of equity awards (not an open-market buy or sell). The withheld/disposed shares were used to cover tax obligations arising from the vesting (a common, routine practice), not necessarily a market sale.
- PSUs were performance-based (Adjusted EBITDA and relative TSR performance periods for 2023–2025) and vested only after Certification by the Compensation Committee. The large award and subsequent withholding are administrative results of vesting and tax settlement.
Insider Transaction Report
Form 4
Briffa Mark
Chief Sales Officer
Transactions
- Award
Class A Common Stock, par value $0.0001 per share
[F1][F2]2026-02-25+1,319→ 857,904 total - Tax Payment
Class A Common Stock, par value $0.0001 per share
[F3]2026-02-25$0.66/sh−620$409→ 857,284 total - Award
Class A Common Stock, par value $0.0001 per share
[F4]2026-02-25+895,673→ 1,752,957 total - Tax Payment
Class A Common Stock, par value $0.0001 per share
[F5]2026-02-26$0.66/sh−5,127$3,384→ 1,747,830 total - Tax Payment
Class A Common Stock, par value $0.0001 per share
[F6]2026-02-26$0.66/sh−51,641$34,083→ 1,696,189 total
Footnotes (6)
- [F1]Represents shares of Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") issued upon vesting of performance-based restricted stock units ("PSUs") 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"), pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended ("Rule 16b-3(d)"), on February 23, 2023. Such PSUs contained separate performance conditions based on Adjusted EBITDA (a non-GAAP financial measure) and total stockholder return compared to our selected compensation peer group thresholds that were pre-determined and approved by the Issuer's Compensation Committee for the following performance periods: (i) the one-year performance for 2023;
- [F2](ii) the two-year cumulative performance for 2023-2024; and (iii) the three-year cumulative performance for 2023-2025. Vesting of such PSUs was also contingent upon the Reporting Person's continued service to the Issuer through December 31, 2025. A portion of such PSUs vested as of December 31, 2025 following certification of the level of achievement of the applicable performance conditions by the Issuer's Compensation Committee on February 25, 2026, and the shares of Common Stock underlying such vested PSUs reflected in Table I above were issued on February 25, 2026.
- [F3]Represents shares of Common Stock withheld for the payment of tax liability arising as a result of the vesting of the PSUs described in Footnote 1 above.
- [F4]Represents a grant of restricted stock units ("RSUs") under the A&R 2021 LTIP pursuant to Rule 16b-3(d). The RSUs will be settled in shares of Common Stock upon vesting, if at all. The RSUs will vest as follows: (i) 1/4th of the RSUs will vest on February 25, 2027; and (ii) the remaining RSUs will vest in 12 equal quarterly installments commencing May 25, 2027, in each case subject to the Reporting Person's continued service to the Issuer.
- [F5]Represents shares of Common Stock 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 filed with the United States Securities and Exchange Commission ("SEC") on June 7, 2024.
- [F6]Represents shares of Common Stock 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.
Signature
/s/ Mark Sorensen as attorney-in-fact for Mark Briffa|2026-02-27