Wheels Up (UP) CSO Mark Briffa Withholds 903 Shares for Taxes

What Happened
Mark Briffa, Chief Sales Officer of Wheels Up Experience Inc. (UP), had shares of Class A common stock withheld to cover tax liabilities from vested restricted stock units (RSUs). On 2026-08-26, 257 shares were withheld at $5.06/share (≈ $1,300) and 646 shares were withheld at $5.06/share (≈ $3,269), for a total of 903 shares and roughly $4,569. These withholdings are reported as disposals (transaction code F) and represent tax withholding from RSU vesting rather than an open-market sale.

Key Details

• Transaction date: August 26, 2026. Form 4 filed August 28, 2026 (timely filing).
• Prices: $5.06 per share for both entries. Shares withheld: 257 and 646 (total 903). Total value ≈ $4,569.
• Shares owned after the transaction: not specified in the provided filing excerpt; see the full Form 4 for total holdings.
• Footnotes: F1/F3 — shares were withheld to satisfy tax obligations from RSU vesting (grants under the company’s A&R 2021 LTIP). F2 — separate from the withholding, Mr. Briffa forfeited 1,090 + 8,190 + 8,238 + 27,990 = 45,508 unvested RSUs under a Settlement Agreement; he is expected to end his service as CSO effective September 1, 2026.
• Transaction code meaning: F = shares withheld to cover tax liability (routine, not a market sale for investment purposes).

Context
Tax-withholding dispositions are common when RSUs vest; they reduce an executive’s outstanding vested shares but are not typically read as a directional trading signal. The filing also discloses a large forfeiture of unvested RSUs under a Settlement Agreement and an upcoming departure from the company (effective Sept 1, 2026), which are material context for investors to consider alongside routine withholding. For full details, review the Form 4 (Accession 0001104659-26-103395).