Form 4: Wheels Up CPO Reports Equity Vesting and New Grant
Insider Transaction Report
Wheels Up Experience Inc.'s Chief People Officer, Brian Joseph Kedzior, reported the vesting of performance-based restricted stock units and a new grant of restricted stock units, alongside tax-related share disposals.
Summary
- Brian Joseph Kedzior, Chief People Officer of Wheels Up Experience Inc., reported several transactions involving Class A Common Stock.
- On February 25, 2026, 726 shares of Class A Common Stock were acquired upon the vesting of performance-based restricted stock units (PSUs). These PSUs were granted in February 2023 and vested based on achievement of Adjusted EBITDA and total stockholder return targets for performance periods ending December 31, 2025, and the reporting person's continued service.
- On February 25, 2026, 252 shares of Class A Common Stock were disposed of at $0.66 per share to cover tax liabilities related to the PSU vesting.
- On February 25, 2026, a new grant of 649,039 restricted stock units (RSUs) was made. These RSUs will vest 1/4th on February 25, 2027, and the remainder in 12 equal quarterly installments starting May 25, 2027, subject to continued service.
- On February 26, 2026, 2,477 shares and 28,721 shares of Class A Common Stock were disposed of at $0.66 per share to cover tax liabilities arising from the vesting of previously granted RSUs.
- Following these transactions, Brian Joseph Kedzior beneficially owns 1,408,557 shares of Class A Common Stock.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a moderately positive signal, reflecting the successful achievement of performance targets for PSUs and the ongoing alignment of executive incentives with company performance through new RSU grants.
Positives
- Vesting of performance-based restricted stock units (PSUs) indicates that the company met specific Adjusted EBITDA and total stockholder return performance conditions for the 2023-2025 period.
- A new grant of 649,039 restricted stock units (RSUs) aligns management's long-term interests with shareholder value.
Negatives
- Shares were disposed of to cover tax liabilities, which is a standard practice but reduces the direct share count held by the officer.
Risks
- The vesting of the newly granted restricted stock units (RSUs) is contingent upon the reporting person's continued service to Wheels Up Experience Inc. through the specified vesting dates.
Future Outlook
The Chief People Officer's newly granted restricted stock units are scheduled to vest in installments, with 1/4th vesting on February 25, 2027, and the remainder vesting quarterly starting May 25, 2027, contingent on continued service.
Industry Context
StockSavvy.ai notes that the use of performance-based and time-based equity awards is a common and effective strategy in the aviation services industry, and across publicly traded companies, to incentivize executive performance and align management's long-term interests with shareholder value creation.
Comparison to Industry Standards
- Performance-based restricted stock units (PSUs) tied to financial metrics like Adjusted EBITDA and Total Stockholder Return are standard executive compensation practices, comparable to programs at companies like Delta Air Lines (DAL) or United Airlines (UAL) which also use performance metrics for executive incentives.
- Time-based restricted stock units (RSUs) with multi-year vesting schedules are a widely adopted mechanism for executive retention and long-term alignment, consistent with compensation structures observed in various sectors, including technology and transportation.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Plan Amendment | The Wheels Up Experience Inc. 2021 Long-Term Incentive Plan was amended and restated on April 1, 2023, with further amendments effective April 15, 2024, and March 26, 2025. | April 1, 2023 | These amendments likely updated the terms and conditions for equity awards, potentially impacting future grants and vesting criteria for executives. |
Stakeholder Impact
- Shareholders: The vesting of performance-based awards indicates management achieved certain financial and stock performance targets, potentially benefiting shareholders. New RSU grants align management's long-term interests with shareholder value, but also represent potential future dilution.
- Employees (specifically the reporting person): The transactions represent a significant component of the Chief People Officer's compensation, incentivizing continued service and performance.
Next Steps
- Vesting of 1/4th of the newly granted RSUs on February 25, 2027.
- Commencement of 12 equal quarterly vesting installments for the remaining RSUs starting May 25, 2027.
Key Dates
| Date | Description |
|---|---|
| 02/23/2023 | Grant date of performance-based restricted stock units (PSUs). |
| 04/01/2023 | Effective date of the amended and restated 2021 Long-Term Incentive Plan. |
| 06/07/2024 | Date of a previous Form 4 filing reporting RSU vesting. |
| 04/15/2024 | Effective date of Amendment No. 1 to the A&R 2021 LTIP. |
| 03/14/2025 | Date of a previous Form 4/A filing reporting RSU vesting. |
| 03/26/2025 | Effective date of Amendment No. 2 to the A&R 2021 LTIP. |
| 12/31/2025 | End date for the performance periods for PSUs and required continued service for PSU vesting. |
| 02/25/2026 | Certification date of PSU performance achievement by Compensation Committee; issuance of shares from PSU vesting; grant date of new RSUs; tax withholding for PSU vesting. |
| 02/26/2026 | Tax withholdings for previously vested RSUs. |
| 02/27/2026 | Signature date of the Form 4 filing. |
| 02/25/2027 | Vesting date for 1/4th of the newly granted RSUs. |
| 05/25/2027 | Commencement date for quarterly vesting installments of the remaining newly granted RSUs. |
Keywords
Wheels Up Experience Inc., UP, Form 4, Insider Trading, Equity Compensation, Restricted Stock Units, Performance Stock Units, Executive Compensation, Brian Joseph Kedzior, Chief People Officer
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