Kedzior Brian Joseph 4
4 · Wheels Up Experience Inc. · Filed May 28, 2026
Research Summary
AI-generated summary of this filing
Wheels Up (UP) Chief People Officer Brian Kedzior Withholds 410 Shares for Taxes
What Happened
Brian Joseph Kedzior, Chief People Officer of Wheels Up Experience Inc. (UP), had a total of 410 shares of Class A common stock withheld to satisfy tax withholding obligations arising from RSU vesting. The transaction is reported as code F (tax withholding) and shows two lots on 2026-05-26: 105 shares at $8.66 ($909) and 305 shares at $8.66 ($2,641), for a combined value of $3,550. This was a withholding to cover taxes on vested restricted stock units — not an open-market sale.
Key Details
- Transaction date: 2026-05-26. Form 4 filed: 2026-05-28 (appears timely; filed two days after the transaction).
- Price used for withholding: $8.66 per share. Total shares withheld: 410; total value: $3,550.
- Shares owned after the transaction: not specified in the provided filing excerpt.
- Footnotes: F1/F3 — shares withheld to pay tax liability from RSU vesting originally reported in prior Form 4 filings (June 7, 2024 and amended March 14, 2025). F2 — amounts reflect the issuer’s 1-for-20 reverse stock split on April 24, 2026.
- Transaction code: F (tax withholding/cashless share-for-tax payment), a routine administrative disposition.
Context
Tax-withholding share dispositions are common when RSUs vest and generally do not signal a deliberate market sale by the insider. Because shares were withheld to pay taxes (not sold on the open market), this transaction is typically considered administrative rather than a directional bet on the company’s stock.
Insider Transaction Report
- Tax Payment
Class A Common Stock, par value $0.0001 per share
[F1][F2]2026-05-26$8.66/sh−105$909→ 70,320 total - Tax Payment
Class A Common Stock, par value $0.0001 per share
[F3]2026-05-26$8.66/sh−305$2,641→ 70,015 total
Footnotes (3)
- [F1]Represents shares of Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") that were withheld for the payment of tax liability arising as a result of the vesting of restricted stock units ("RSUs") 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"), 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.
- [F2]Amount of securities has been adjusted to reflect the Issuer's 1-for-20 reverse stock split that occurred on April 24, 2026.
- [F3]Represents shares of Common Stock of the Issuer 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.