Godsman David 4

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

AI-generated summary of this filing

Updated Feb 28, 2026

Wheels Up (UP) CDO David Godsman Receives 721,154 RSUs

What Happened

David Godsman, Chief Digital Officer of Wheels Up Experience Inc. (UP), was granted 721,154 restricted stock units (RSUs) on Feb 25, 2026 (reported as an award at $0.00). Separately, on Feb 26, 2026, a total of 37,329 shares were disposed/withheld to cover tax liabilities (3,059 shares and 34,270 shares) at $0.66 per share, producing cash proceeds of about $2,019 and $22,618 respectively (combined ≈ $24,637). The RSU grant itself is an award (not a purchase) and vests over time per the plan.

Key Details

Transaction dates and prices: RSU grant on 2026-02-25 (A) at $0.00; tax-withholding disposals on 2026-02-26 (F) at $0.66 per share.
Shares withheld/disposed for taxes: 3,059 and 34,270 (total 37,329) — combined proceeds ≈ $24,637.
Shares owned after transaction: Not disclosed in this Form 4.
Footnotes: F1 — the 721,154 RSUs were granted under the A&R 2021 LTIP and vest 1/4 on Feb 25, 2027, with the remainder in 12 equal quarterly installments beginning May 25, 2027 (subject to continued service). F2 and F3 — the withheld shares reflect tax withholding related to prior RSU vestings originally reported on June 7, 2024 and March 14, 2025.
Filing timeliness: Form 4 was filed on 2026-02-27 and appears timely (covers transactions on Feb 25–26, 2026).

Context

The primary action is an equity award (RSUs), which are settled in shares upon vesting; this is not an open-market purchase or sale. The Feb 26 disposals are tax-withholding actions (common when RSUs vest), not necessarily a voluntary sell for liquidity. The RSU vesting schedule means these shares will be delivered over future dates if Godsman remains employed.

Form 4

Period: 2026-02-25

Chief Digital Officer

Transactions

Award
Class A Common Stock, par value $0.0001 per share
[F1]
2026-02-25+721,154→ 1,655,375 total
Tax Payment
Class A Common Stock, par value $0.0001 per share
[F2]
2026-02-26$0.66/sh−3,059$2,019→ 1,652,316 total
Tax Payment
Class A Common Stock, par value $0.0001 per share
[F3]
2026-02-26$0.66/sh−34,270$22,618→ 1,618,046 total

Footnotes (3)

[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 the 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 filed with the United States Securities and Exchange Commission ("SEC") on June 7, 2024.
[F3]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 SEC on March 14, 2025.

Signature

/s/ Mark Sorensen as attorney-in-fact for David Godsman|2026-02-27

1 file