Kedzior Brian Joseph 4
4 · Wheels Up Experience Inc. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Wheels Up (UP) CPO Brian Kedzior Receives 649,039-Share Award
What Happened
- Brian Joseph Kedzior, Chief People Officer of Wheels Up Experience Inc. (UP), received 649,039 shares of Class A common stock upon vesting of performance-based restricted stock units (PSUs) and was granted 726 restricted stock units (RSUs). The PSU shares were issued on Feb 25, 2026 (reported Feb 27, 2026).
- To cover tax liabilities, 31,450 shares were withheld (disposed) across Feb 25–26, 2026 at $0.66 per share, totaling approximately $20,757. All awards were granted/issued at $0.00 (awards), so the net increase to Kedzior’s holdings from these entries is 618,315 shares (649,765 awarded minus 31,450 withheld).
Key Details
- Transaction dates: awards/issuance on 2026-02-25; tax-withholding disposals on 2026-02-25 and 2026-02-26. Form filed 2026-02-27 (appears timely).
- Awards: 649,039 shares issued (PSUs vested) and 726 RSUs granted — both reported as acquisition (code A) at $0.00.
- Tax withholding (code F): 252 shares ($166), 2,477 shares ($1,635), and 28,721 shares ($18,956) withheld at $0.66 per share — total ~31,450 shares withheld, ~$20,757.
- Footnote summary: PSUs were performance-based awards granted Feb 23, 2023 and partially vested following certification of performance by the Compensation Committee; RSU grant vests over 2027 (1/4 on Feb 25, 2027, then quarterly installments). Some withholdings relate to earlier RSU vestings reported in prior Form 4 filings.
- Transaction codes: A = award/grant, F = shares withheld/used to pay tax liability (not open-market sale).
- Shares owned after these transactions are not explicitly shown in this summary filing; net new shares from these entries = +618,315.
Context
- PSUs are performance-based equity that vest only if preset company performance and service conditions are met; the PSU shares here were issued after the Comp. Committee certified results.
- The withheld shares represent a tax-withholding (cashless share retention) to satisfy payroll/tax obligations on vesting — this is a routine administrative action, not an open-market sell.
- These entries reflect equity compensation actions (awards and withholding), not purchases or market sales that would be interpreted as direct bullish/bearish trading by the insider.
Insider Transaction Report
Form 4
Kedzior Brian Joseph
Chief People Officer
Transactions
- Award
Class A Common Stock, par value $0.0001 per share
[F1][F2]2026-02-25+726→ 790,968 total - Tax Payment
Class A Common Stock, par value $0.0001 per share
[F3]2026-02-25$0.66/sh−252$166→ 790,716 total - Award
Class A Common Stock, par value $0.0001 per share
[F4]2026-02-25+649,039→ 1,439,755 total - Tax Payment
Class A Common Stock, par value $0.0001 per share
[F5]2026-02-26$0.66/sh−2,477$1,635→ 1,437,278 total - Tax Payment
Class A Common Stock, par value $0.0001 per share
[F6]2026-02-26$0.66/sh−28,721$18,956→ 1,408,557 total
Footnotes (6)
- [F1]Represents shares of Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") issued upon vesting of performance-based restricted stock units ("PSUs") granted 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 ("Rule 16b-3(d)"), on February 23, 2023.
- [F2]Such PSUs contained separate performance conditions based on Adjusted EBITDA (a non-GAAP financial measure) and total stockholder return compared to our selected compensation peer group thresholds that were pre-determined and approved by the Issuer's Compensation Committee for the following performance periods: (i) the one-year performance for 2023; (ii) the two-year cumulative performance for 2023-2024; and (iii) the three-year cumulative performance for 2023-2025. Vesting of such PSUs was also contingent upon the Reporting Person's continued service to the Issuer through December 31, 2025. A portion of such PSUs vested as of December 31, 2025 following certification of the level of achievement of the applicable performance conditions by the Issuer's Compensation Committee on February 25, 2026, and the shares of Common Stock underlying such vested PSUs reflected in Table I above were issued on February 25, 2026.
- [F3]Represents shares of Common Stock withheld for the payment of tax liability arising as a result of the vesting of the PSUs described in Footnote 1 above.
- [F4]Represents a grant of restricted stock units ("RSUs") under the A&R 2021 LTIP pursuant to Rule 16b-3(d). The RSUs will be settled in shares of Common Stock 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.
- [F5]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.
- [F6]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 Brian Joseph Kedzior|2026-02-27