Form 4: Wheels Up COO Holtz Reports RSU Grant, Tax Withholdings

Wheels Up Experience Inc.'s Chief Operating Officer, David L. Holtz, reported the grant of 721,154 restricted stock units and the withholding of 38,546 shares for tax obligations.

Summary

• David L. Holtz, Chief Operating Officer of Wheels Up Experience Inc., was granted 721,154 restricted stock units (RSUs) on February 25, 2026, under the company's 2021 Long-Term Incentive Plan.
• These RSUs will vest in two tranches: 1/4th on February 25, 2027, and the remaining 3/4ths in 12 equal quarterly installments starting May 25, 2027, contingent on continued service.
• On February 26, 2026, Holtz disposed of 3,159 shares and 35,387 shares of Class A Common Stock, totaling 38,546 shares, at a price of $0.66 per share.
• These dispositions were for the payment of tax liabilities arising from previously vested RSUs.
• Following these transactions, Holtz's direct beneficial ownership of Class A Common Stock is 1,589,149 shares.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting ongoing executive incentive alignment through RSU grants, which is a standard practice. The tax-related dispositions are routine and do not indicate negative operational performance.

Positives

• Grant of 721,154 restricted stock units to the Chief Operating Officer aligns management's interests with long-term shareholder value.
• The RSU grant demonstrates the company's commitment to executive retention and performance incentives.

Negatives

• 38,546 shares of Class A Common Stock were disposed of at $0.66 per share to cover tax liabilities, indicating a reduction in direct beneficial ownership from previous vesting events.

Risks

• The vesting of RSUs is subject to the Reporting Person's continued service to the Issuer, meaning the full benefit is not guaranteed if employment ceases.

Future Outlook

The granted restricted stock units are scheduled to vest in tranches, with the first quarter vesting on February 25, 2027, and the remainder vesting quarterly thereafter, subject to the COO's continued service.

Industry Context

StockSavvy.ai notes that RSU grants are a standard component of executive compensation packages in the aviation and technology sectors, aiming to align executive incentives with long-term company performance and shareholder interests. The withholding of shares for tax purposes is also a routine event upon RSU vesting.

Stakeholder Impact

• Shareholders: The RSU grant aligns executive interests with shareholder value creation over the long term. The tax-related dispositions are routine and have minimal impact on the overall share structure.
• Employees: The RSU grant to the COO may signal the company's commitment to retaining key talent and performance-based compensation.

Next Steps

• 1/4th of the granted RSUs will vest on February 25, 2027.
• The remaining RSUs will vest in 12 equal quarterly installments commencing May 25, 2027.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation, specifically an RSU grant and tax-related share dispositions. While the RSU grant is a positive for executive alignment, these transactions are standard and do not provide new material information to warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate, pending further operational or financial updates.

Keywords

Wheels Up Experience Inc., UP, David L. Holtz, Chief Operating Officer, Restricted Stock Units, RSU, Insider Trading, SEC Form 4, Executive Compensation, Stock Grant, Tax Withholding