David Godsman - 25 Feb 2026 Form 4 Insider Report for Wheels Up Experience Inc. (UP)

Role: Chief Digital Officer
Signature: /s/ Mark Sorensen as attorney-in-fact for David Godsman
Issuer symbol: UP
Transactions as of: 25 Feb 2026
Net transactions value: -$24,637
Form type: 4
Filing time: 27 Feb 2026, 20:03:32 UTC
Previous filing: 01 Dec 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Godsman David	Chief Digital Officer	C/O WHEELS UP EXPERIENCE INC., 2135 AMERICAN WAY, CHAMBLEE	/s/ Mark Sorensen as attorney-in-fact for David Godsman	27 Feb 2026	0001979642

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	+721,154	+77%	$0.000000	1,655,375	25 Feb 2026	Direct	F1
transaction	UP	Class A Common Stock, par value $0.0001 per share	Tax liability	$2,019	-3,059	-0.18%	$0.6600	1,652,316	26 Feb 2026	Direct	F2
transaction	UP	Class A Common Stock, par value $0.0001 per share	Tax liability	$22,618	-34,270	-2.1%	$0.6600	1,618,046	26 Feb 2026	Direct	F3

* 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") 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"), pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended. The RSUs will be settled in shares of the Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") upon vesting, if at all. The RSUs will vest as follows: (i) 1/4th of the RSUs will vest on February 25, 2027; and (ii) the remaining RSUs will vest in 12 equal quarterly installments commencing May 25, 2027, in each case subject to the Reporting Person's continued service to the Issuer.
F2	Represents shares of Common Stock 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 filed with the United States Securities and Exchange Commission ("SEC") on June 7, 2024.
F3	Represents shares of Common Stock 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.