SEC Form 4 · accession 0001104659-26-103395
Wheels Up Experience Inc. · UP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Briffa
Officer — Chief Sales Officer
Period of report
Aug 26, 2026
Accepted (ET)
Aug 28, 2026 · 8:00 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001819516
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.0001 per shareF1,F2 | Aug 26, 2026 | F | 257 | $5.06 | D | 34,318 | D | |
| Class A Common Stock, par value $0.0001 per shareF3 | Aug 26, 2026 | F | 646 | $5.06 | D | 33,672 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") 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, Amendment No. 2 thereto, effective March 26, 2025, and Amendment No. 3 thereto, effective March 31, 2026, 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.
- F2Reflects the forfeiture of 1,090, 8,190, 8,238 and 27,990 unvested RSUs, for no consideration, pursuant to the Settlement Agreement, dated August 12, 2026, by and between Air Partner Limited (a subsidiary of the Issuer) and Mark Briffa (the "Settlement Agreement"). Such forfeited RSUs were granted under the A&R 2021 LTIP on February 26, 2024, October 2, 2024, February 26, 2025 and February 25, 2026, respectively, in each case pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended, and were reported in Table I of the Form 4 or Form 4/A, as applicable, filed with the U.S. Securities and Exchange Commission on June 7, 2024, October 4, 2024, March 14, 2025 and February 27, 2026, respectively. Pursuant to the Settlement Agreement, Mr. Briffa is expected to conclude his service as the Issuer's Chief Sales Officer effective September 1, 2026.
- F3Represents shares of Common Stock of the Issuer 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.