Form 4: Wheels Up CDO Sells Shares, Covers Tax Liability

David Godsman, Chief Digital Officer of Wheels Up Experience Inc., reported the sale of 75,000 shares and the withholding of 2,602 shares for tax obligations.

Summary

• David Godsman, Chief Digital Officer of Wheels Up Experience Inc. (UP), reported transactions involving Class A Common Stock.
• On August 26, 2025, 2,602 shares were withheld for tax liability arising from the vesting of restricted stock units.
• These restricted stock units were originally reported in a Form 4 filed on June 7, 2024.
• Additionally, 75,000 shares of Class A Common Stock were sold on August 26, 2025, at a weighted average price of $2.83 per share.
• The sale price ranged from $2.81 to $2.94 per share.
• Following these transactions, David Godsman beneficially owns 976,715 shares of Class A Common Stock.
• The transactions were made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, including tax-related share withholding and a pre-scheduled sale under a 10b5-1 plan, which are generally considered neutral events for the company's operational outlook.

Negatives

• The sale of 75,000 shares by a Chief Digital Officer, even if pre-planned under a Rule 10b5-1(c) plan, represents a reduction in insider ownership, which some investors may interpret as a minor negative signal.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders may note the reduction in insider ownership, though the transaction was pre-planned under a Rule 10b5-1(c) plan, which mitigates concerns about opportunistic selling.

Next Steps

• The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price to Wheels Up Experience Inc., any security holder, or the SEC staff upon request.

Key Dates

Recommendation

The reported transactions are routine insider activities, including tax-related share withholding and a pre-scheduled sale under a Rule 10b5-1(c) plan. These actions do not provide new fundamental information about Wheels Up Experience Inc. that would alter an existing investment thesis, thus a 'hold' recommendation remains appropriate.

Keywords

Wheels Up Experience Inc., UP, David Godsman, Chief Digital Officer, Insider Trading, Stock Sale, Form 4, Restricted Stock Units, Tax Withholding, 10b5-1 Plan