Chatkewitz Alexander 4

4 · Wheels Up Experience Inc. · Filed Feb 27, 2026

AI-generated summary of this filing

Updated Feb 28, 2026

Wheels Up (UP) Chief Accounting Officer Alexander Chatkewitz Receives RSU Award

What Happened

Alexander Chatkewitz, Chief Accounting Officer of Wheels Up Experience Inc. (UP), received a grant of 415,385 restricted stock units (RSUs) on 2026-02-25 (reported as an "A" — award). The RSUs are valued at $0.00 on grant (they are a promise to deliver shares upon vesting).
On 2026-02-26, 25,048 shares were disposed/withheld (transaction code "F") at $0.66 per share to satisfy tax withholding obligations, totaling $16,532. This withholding relates to RSU vesting and is a tax payment, not an open-market sale.

Key Details

Grant date / award: 2026-02-25 — 415,385 RSUs (no cash paid on grant).
Tax withholding: 2026-02-26 — 25,048 shares withheld at $0.66 each; total $16,532.
Shares owned after transaction: Not specified in the filing.
Footnotes: F1 — RSUs granted under the 2021 Long-Term Incentive Plan; settle into Class A common stock upon vesting. Vesting schedule: 1/4 on 2027-02-25, then remaining RSUs in 12 equal quarterly installments beginning 2027-05-25, subject to continued service. F2 — the withheld shares were used to satisfy tax liability from RSU vesting originally reported in a Form 4/A filed 2025-03-14.
Filing timeliness: Report filed 2026-02-27 for transactions on 2026-02-25/02-26; appears timely.

Context

RSU grants are compensation awards that convert into shares only when they vest; they are not the same as an open-market purchase and are a common form of employee compensation.
The 25,048-share disposition was a tax-withholding action (code F), not a discretionary sale — it reduces issued shares outstanding delivered to the insider and covers tax obligations.
For retail investors, awards signal company compensation practices and potential future share issuance upon vesting; they are less direct signals of the insider's personal market view than outright purchases or sales.

Form 4

Period: 2026-02-25

Chief Accounting Officer

Transactions

Award
Class A Common Stock, par value $0.0001 per share
[F1]
2026-02-25+415,385→ 894,827 total
Tax Payment
Class A Common Stock, par value $0.0001 per share
[F2]
2026-02-26$0.66/sh−25,048$16,532→ 869,779 total

Footnotes (2)

[F1]Represents a grant of restricted stock units ("RSUs") 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. The RSUs will be settled in shares of Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") 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.
[F2]Represents shares of Common Stock 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 United States Securities and Exchange Commission on March 14, 2025.

Signature

/s/ Oliver Fankhauser as attorney-in-fact for Alexander Chatkewitz|2026-02-27

1 file