Holtz David L 4

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.