Form 4: Wheels Up CMO Lauria Reports RSU Grant, Tax Withholding

Wheels Up Experience Inc.'s Chief Marketing Officer, Kristen Lauria, reported the grant of 721,154 restricted stock units and subsequent tax-related dispositions of 39,708 shares.

Summary

• Kristen Lauria, Chief Marketing Officer of Wheels Up Experience Inc. (UP), reported transactions involving Class A Common Stock.
• On February 25, 2026, Lauria was granted 721,154 Restricted Stock Units (RSUs) under the company's 2021 Long-Term Incentive Plan. These RSUs have a par value of $0.0001 per share and were acquired at a price of $0.
• The RSUs will vest in a staggered schedule: 25% on February 25, 2027, and the remaining 75% in 12 equal quarterly installments starting May 25, 2027, contingent on continued service.
• On February 26, 2026, Lauria disposed of a total of 39,708 shares (3,438 shares and 36,270 shares) of Class A Common Stock at a price of $0.66 per share.
• These dispositions were for the payment of tax liabilities arising from the vesting of previously granted RSUs.
• Following these transactions, Lauria's direct beneficial ownership stands at 1,667,177 shares of Class A Common Stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing routine executive compensation and tax-related transactions that do not indicate a material change in the company's operational or financial performance.

Positives

• The grant of 721,154 Restricted Stock Units (RSUs) to the Chief Marketing Officer indicates continued executive incentive and retention aligned with long-term company performance.
• The RSUs are granted under an established long-term incentive plan (A&R 2021 LTIP), reflecting a structured approach to executive compensation.

Negatives

• The disposition of 39,708 shares for tax withholding purposes reduces the direct beneficial ownership of the Chief Marketing Officer, though this is a standard practice for RSU vesting.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that the grant of Restricted Stock Units (RSUs) is a common form of executive compensation across various industries, designed to align management's interests with long-term shareholder value by tying compensation to future stock performance and continued service. The subsequent withholding of shares for tax purposes upon vesting is also a standard and expected practice.

Comparison to Industry Standards

• RSU grants with vesting schedules are a standard component of executive compensation packages in publicly traded companies, particularly in the technology and service sectors.
• This practice is consistent with global benchmarks for incentivizing key personnel and promoting long-term retention, similar to practices observed at companies like NetJets or fractional ownership programs in the private aviation sector, though specific comparable RSU grant sizes would depend on company size and executive role.

Corporate Governance

Stakeholder Impact

• Shareholders: Minor dilution potential from RSU vesting over time, offset by executive incentive alignment.
• Management: Increased equity stake and long-term incentive for the Chief Marketing Officer.

Next Steps

• Vesting of 1/4th of the granted RSUs on February 25, 2027.
• Commencement of 12 equal quarterly vesting installments for the remaining RSUs starting May 25, 2027.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation and tax-related share dispositions, which are standard operational events and do not provide new fundamental information that would warrant a change in investment recommendation. The transactions reflect ongoing incentive alignment rather than a shift in company prospects.

Keywords

Wheels Up Experience Inc., UP, Kristen Lauria, Chief Marketing Officer, Form 4, insider transaction, RSU grant, restricted stock units, executive compensation, stock withholding, tax liability