Kedzior Brian Joseph 4

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.