Form 4: Wheels Up CSO Briffa Boosts Stake with RSU Grant

Wheels Up Experience Inc.'s Chief Sales Officer, Mark Briffa, increased his beneficial ownership of Class A Common Stock through a significant RSU grant and PSU vesting, alongside tax-related share dispositions.

Summary

• Mark Briffa, Chief Sales Officer of Wheels Up Experience Inc., reported several transactions involving Class A Common Stock.
• On February 25, 2026, 1,319 shares of Class A Common Stock were acquired due to the vesting of performance-based restricted stock units (PSUs) granted in February 2023.
• These PSUs vested based on achievement of Adjusted EBITDA and total stockholder return performance conditions through December 31, 2025, and continued service.
• Also on February 25, 2026, 620 shares were disposed of to cover tax liabilities related to the PSU vesting, at a price of $0.66 per share.
• A new grant of 895,673 restricted stock units (RSUs) was made on February 25, 2026, which will settle in Class A Common Stock upon vesting.
• These new RSUs will vest 1/4th on February 25, 2027, with the remainder vesting in 12 equal quarterly installments starting May 25, 2027, subject to continued service.
• On February 26, 2026, 5,127 shares and 51,641 shares were disposed of to cover tax liabilities from previously granted RSU vestings, both at a price of $0.66 per share.
• Following these transactions, Briffa's direct beneficial ownership of Class A Common Stock increased to 1,696,189 shares.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing, reflecting the achievement of performance targets for PSUs and a significant new RSU grant, which aligns executive incentives with long-term company performance, despite routine tax-related share dispositions.

Positives

• Chief Sales Officer Mark Briffa acquired 1,319 shares from the vesting of performance-based restricted stock units (PSUs), indicating achievement of performance targets.
• A significant grant of 895,673 restricted stock units (RSUs) was awarded, aligning management's incentives with long-term shareholder value.
• The increase in beneficial ownership to 1,696,189 shares demonstrates continued commitment from a key executive.

Negatives

• Shares were disposed of to cover tax liabilities on multiple occasions (620 shares, 5,127 shares, and 51,641 shares), which is a common practice but represents a reduction in direct holdings.
• The price of shares disposed for tax purposes was $0.66, which is a relatively low share price.

Risks

• Vesting of new RSUs is contingent on the Reporting Person's continued service to the Issuer, posing a risk of forfeiture if employment terminates.
• Performance-based restricted stock units (PSUs) are tied to non-GAAP financial measures (Adjusted EBITDA) and total stockholder return, which introduces variability and potential for non-vesting if targets are not met.

Future Outlook

The newly granted restricted stock units (RSUs) for Mark Briffa are scheduled to vest over a multi-year period, with the first tranche vesting on February 25, 2027, and subsequent quarterly installments commencing May 25, 2027, contingent on his continued service to Wheels Up Experience Inc.

Management Comments

• Vesting of such PSUs was also contingent upon the Reporting Person's continued service to the Issuer through December 31, 2025.
• 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.

Industry Context

StockSavvy.ai notes that executive equity grants, particularly those tied to performance metrics like Adjusted EBITDA and total stockholder return, are standard practice in the aviation and travel technology sectors. These grants aim to align executive incentives with long-term company performance and shareholder interests, a common strategy among peers like NetJets (a Berkshire Hathaway subsidiary) or other private aviation providers, though direct comparisons of specific compensation structures are difficult without their public disclosures.

Comparison to Industry Standards

• The use of performance-based restricted stock units (PSUs) tied to Adjusted EBITDA and total stockholder return is a common executive compensation practice, aligning with benchmarks seen in publicly traded companies across various industries, including technology and transportation.
• The multi-year vesting schedule for RSUs (1/4th in one year, then quarterly over three years) is typical for long-term incentive plans, comparable to structures at companies like Delta Air Lines or American Airlines for their senior executives, designed to promote retention and sustained performance.
• The disposition of shares to cover tax liabilities upon vesting is a standard and expected event for equity compensation, consistent with practices observed at most public companies.

Stakeholder Impact

• Shareholders: The increase in executive ownership and alignment of incentives through equity grants could be viewed positively, suggesting management's commitment to long-term value creation.
• Employees: The long-term incentive plan (A&R 2021 LTIP) indicates a structured approach to executive compensation, which may reflect broader compensation philosophies within the company.

Next Steps

• Continued service by Mark Briffa to Wheels Up Experience Inc. for RSU vesting.
• First tranche of new RSUs to vest on February 25, 2027.
• Remaining new RSUs to vest in 12 equal quarterly installments commencing May 25, 2027.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation activities, including the vesting of performance-based units and the grant of new restricted stock units, alongside tax-related share dispositions. While the increase in beneficial ownership is a positive signal of executive alignment, these transactions are expected and do not provide new fundamental information to warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate as the filing confirms ongoing executive incentives without introducing new catalysts for significant price movement.

Keywords

Wheels Up Experience Inc., UP, Form 4, Insider Trading, Restricted Stock Units, Performance Stock Units, Executive Compensation, Mark Briffa, Chief Sales Officer, Equity Grant, Stock Ownership