Briffa Mark 4

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.