Knopf Matthew J. 4
4 · Wheels Up Experience Inc. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Wheels Up (UP) Chief Legal Officer Knopf Receives RSU Award
What Happened
Matthew J. Knopf, Chief Legal Officer of Wheels Up Experience Inc. (UP), was granted 757,211 restricted stock units (RSUs) on Feb 25, 2026 (reported on a Form 4 filed Feb 27, 2026). These RSUs are awards (transaction code A) with a $0.00 grant price and will settle into Class A common stock upon vesting. On Feb 26, 2026, 35,728 shares were disposed (transaction code F) as shares withheld to satisfy tax withholding obligations related to prior RSU vesting, reported value $0.66 per share for a total of $23,580.
Key Details
- Transaction dates and prices:
- 2026-02-25: Award of 757,211 RSUs at $0.00 (A).
- 2026-02-26: 35,728 shares withheld at $0.66/share to pay taxes (F); total $23,580.
- Shares owned after transaction: Not specified in the provided filing.
- Footnotes:
- F1: RSUs granted under the A&R 2021 LTIP; will settle in common stock upon vesting. Vesting: 1/4 on Feb 25, 2027; remaining vests in 12 equal quarterly installments starting May 25, 2027, subject to continued service.
- F2: The 35,728-share withholding relates to tax liability from previously vested RSUs originally reported in a Form 4/A on Mar 14, 2025.
- Filing timeliness: Reported on Feb 27, 2026 for transactions occurring Feb 25–26, 2026 — within standard Form 4 reporting window (not flagged as late).
Context
RSU grants are compensation, not open-market purchases, and indicate future potential share issuance when vested rather than an immediate bullish purchase. The withheld shares are a routine tax-withholding action (code F), not a voluntary sale. The award is subject to a multi-period vesting schedule and continued employment.
Insider Transaction Report
- Award
Class A Common Stock, par value $0.0001 per share
[F1]2026-02-25+757,211→ 1,968,221 total - Tax Payment
Class A Common Stock, par value $0.0001 per share
[F2]2026-02-26$0.66/sh−35,728$23,580→ 1,932,493 total
Footnotes (2)
- [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 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/A filed with the United States Securities and Exchange Commission on March 14, 2025.