Knopf Matthew J. 4

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.