Holtz David L 4
4 · Wheels Up Experience Inc. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Wheels Up (UP) COO David Holtz Receives 721,154 RSU Award
What Happened David L. Holtz, Chief Operating Officer of Wheels Up Experience Inc. (UP), received a grant of 721,154 restricted stock units (RSUs) on February 25, 2026 (reported as an award, code A). The RSUs were reported at $0.00 per share (they are equity awards, not an open-market purchase). On February 26, 2026, a total of 38,546 shares were withheld (two tax-withholding transactions, code F) to satisfy tax liabilities from prior RSU vesting, at $0.66 per share for total withholding proceeds of $25,440 ($2,085 + $23,355).
Key Details
- Transaction dates and codes: 2026-02-25 — Grant/Award (A) of 721,154 RSUs; 2026-02-26 — Tax withholding (F) of 3,159 shares and 35,387 shares.
- Prices and values: Grant shown at $0.00 per RSU; withholding executed at $0.66 per share (3,159 × $0.66 = $2,085; 35,387 × $0.66 = $23,355; total ~$25,440).
- Vesting (per footnote F1): 1/4 of the RSUs vest on Feb 25, 2027; remaining RSUs vest in 12 equal quarterly installments beginning May 25, 2027, subject to continued service.
- Withholding footnotes: F2 and F3 indicate the withheld shares relate to tax liabilities from RSU vesting originally reported in filings on June 7, 2024 and March 14, 2025.
- Shares owned after the transactions: not disclosed in the provided filing excerpt.
- Timeliness: Form 4 was filed Feb 27, 2026 for transactions on Feb 25–26, which appears timely (Form 4 is generally due within two business days).
Context
- These transactions are predominantly an equity award (RSUs). The withheld shares are a routine tax-withholding action (code F), not a market sale by the insider. RSUs convert to actual shares only upon vesting per the stated schedule; this grant itself does not represent an immediate cash purchase or sale.
Insider Transaction Report
- Award
Class A Common Stock, par value $0.0001 per share
[F1]2026-02-25+721,154→ 1,627,695 total - Tax Payment
Class A Common Stock, par value $0.0001 per share
[F2]2026-02-26$0.66/sh−3,159$2,085→ 1,624,536 total - Tax Payment
Class A Common Stock, par value $0.0001 per share
[F3]2026-02-26$0.66/sh−35,387$23,355→ 1,589,149 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.