Godsman David 4

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.