Kedzior Brian Joseph 4

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.