Timothy M. Armstrong - 10 Jun 2025 Form 4 Insider Report for Wheels Up Experience Inc. (UP)

Role: Director
Signature: /s/ Mark Sorensen as attorney-in-fact for Timothy M. Armstrong
Issuer symbol: UP
Transactions as of: 10 Jun 2025
Net transactions value: $0
Form type: 4
Filing time: 11 Jun 2025, 20:00:09 UTC
Previous filing: 07 Jun 2024
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Armstrong Timothy M	Director	C/O WHEELS UP EXPERIENCE INC., 2135 AMERICAN WAY, CHAMBLEE	/s/ Mark Sorensen as attorney-in-fact for Timothy M. Armstrong	11 Jun 2025	0001476604

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UP	Class A Common Stock, par value $0.0001 per share	Award	$0	+115,132	+61%	$0.000000	302,835	10 Jun 2025	Direct	F1
holding	UP	Class A Common Stock, par value $0.0001 per share						900	10 Jun 2025	Held by Armstrong Family Investment, LLC	F2
holding	UP	Class A Common Stock, par value $0.0001 per share						100,771	10 Jun 2025	Held by Polar Capital Group, LLC	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents a grant of restricted stock units ("RSUs") on June 10, 2025 pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended, which will be settled in shares of the Class A common stock, par value $0.0001 per share, of Wheels Up Experience Inc. (the "Issuer") upon vesting. The RSUs will vest in four equal quarterly installments on each of (i) September 10, 2026, (ii) December 10, 2025, (iii) March 10, 2026, and (iv) upon the earlier to occur of (a) June 10, 2026 or (b) the date of the next annual meeting of stockholders of the Issuer following June 10, 2025, in each case subject to the Reporting Person's continued service to the Issuer.
F2	The shares are held indirectly by an entity controlled by the Reporting Person.

Content

Represents a grant of restricted stock units ("RSUs") on June 10, 2025 pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended, which will be settled in shares of the Class A common stock, par value $0.0001 per share, of Wheels Up Experience Inc. (the "Issuer") upon vesting. The RSUs will vest in four equal quarterly installments on each of (i) September 10, 2026, (ii) December 10, 2025, (iii) March 10, 2026, and (iv) upon the earlier to occur of (a) June 10, 2026 or (b) the date of the next annual meeting of stockholders of the Issuer following June 10, 2025, in each case subject to the Reporting Person's continued service to the Issuer.

The shares are held indirectly by an entity controlled by the Reporting Person.