Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Kedzior Brian Joseph 2. Issuer Name and Ticker or Trading Symbol Wheels Up Experience Inc. [UP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief People Officer (Last) (First) (Middle) C/O WHEELS UP EXPERIENCE INC., 2135 AMERICAN WAY 3. Date of Earliest Transaction (Month/Day/Year) 02/25/2026 (Street) CHAMBLEE, GA 30341 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, par value $0.0001 per share 02/25/2026 A 726(1)(2) A $ 0 790,968 D Class A Common Stock, par value $0.0001 per share 02/25/2026 F 252(3) D $0.66 790,716 D Class A Common Stock, par value $0.0001 per share 02/25/2026 A 649,039(4) A $ 0 1,439,755 D Class A Common Stock, par value $0.0001 per share 02/26/2026 F 2,477(5) D $0.66 1,437,278 D Class A Common Stock, par value $0.0001 per share 02/26/2026 F 28,721(6) D $0.66 1,408,557 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kedzior Brian Joseph C/O WHEELS UP EXPERIENCE INC. 2135 AMERICAN WAY CHAMBLEE, GA 30341			Chief People Officer

Signatures

/s/ Mark Sorensen as attorney-in-fact for Brian Joseph Kedzior		02/27/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents shares of Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") issued upon vesting of performance-based restricted stock units ("PSUs") granted under the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 (as amended by Amendment No. 1 thereto, effective April 15, 2024, and Amendment No. 2 thereto, effective March 26, 2025, the "A&R 2021 LTIP"), pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended ("Rule 16b-3(d)"), on February 23, 2023.
(2)	Such PSUs contained separate performance conditions based on Adjusted EBITDA (a non-GAAP financial measure) and total stockholder return compared to our selected compensation peer group thresholds that were pre-determined and approved by the Issuer's Compensation Committee for the following performance periods: (i) the one-year performance for 2023; (ii) the two-year cumulative performance for 2023-2024; and (iii) the three-year cumulative performance for 2023-2025. Vesting of such PSUs was also contingent upon the Reporting Person's continued service to the Issuer through December 31, 2025. A portion of such PSUs vested as of December 31, 2025 following certification of the level of achievement of the applicable performance conditions by the Issuer's Compensation Committee on February 25, 2026, and the shares of Common Stock underlying such vested PSUs reflected in Table I above were issued on February 25, 2026.
(3)	Represents shares of Common Stock withheld for the payment of tax liability arising as a result of the vesting of the PSUs described in Footnote 1 above.
(4)	Represents a grant of restricted stock units ("RSUs") under the A&R 2021 LTIP pursuant to Rule 16b-3(d). The RSUs will be settled in shares of Common Stock upon vesting, if at all. 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.
(5)	Represents shares of Common Stock that were withheld for the payment of tax liability arising as a result of the vesting of RSUs granted under the A&R 2021 LTIP, which were originally reported by the Reporting Person in a Form 4 filed with the United States Securities and Exchange Commission ("SEC") on June 7, 2024.
(6)	Represents shares of Common Stock that were withheld for the payment of tax liability arising as a result of the vesting of RSUs granted under the A&R 2021 LTIP, which were originally reported by the Reporting Person in a Form 4/A filed with the SEC on March 14, 2025.

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