Transaction Details

Footnotes

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. | 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. | 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. | 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. | 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. | 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.