[144] Upstart Holdings, Inc. Common stock SEC Filing

Rhea-AI Filing Summary

Form 144 filed for Upstart Holdings, Inc. (UPST) reports a proposed sale of 41,667 common shares to be sold through Charles Schwab & Co., with an aggregate market value of $2,636,434.00. The filing lists 96,217,742 shares outstanding and an approximate sale date of 08/15/2025. The table indicates the shares were acquired via an employee stock option exercise and a cashless exercise through the broker on 08/15/2025. The filer also disclosed three prior sales by the same person totaling 125,001 shares on 06/11/2025, 06/20/2025 and 07/15/2025 with gross proceeds of $2,504,524.00, $2,501,984.00, and $3,127,831.00 respectively.

Positive

• Rule 144 disclosure provided, documenting the proposed sale and prior sales by the same person
• Specific transaction details are listed (shares, aggregate value, broker, acquisition method), aiding transparency
• Seller represents no undisclosed material information in the filing

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider sale disclosure; small relative volume versus total shares outstanding, signaling procedural liquidity rather than corporate change.

The Form 144 documents a proposed sale of 41,667 common shares by an insider using a broker-assisted cashless exercise. The filing complies with Rule 144 disclosure requirements and provides specific prior-sale history for the past three months. The quantities sold represent a very small fraction of the company's ~96.2 million outstanding shares, suggesting limited direct market impact. The filing does not state any undisclosed material information per the seller's representation.

Corporate Governance Expert

TL;DR: Proper procedural disclosure of insider share sales; no governance red flags evident in the form itself.

The notice indicates the shares were acquired by an employee stock option exercise and are being disposed of under Rule 144 through a broker. The form includes the seller's representation that no material nonpublic information is known. There is no indication of unusual trading plans, 10b5-1 adoption date, or extraordinary concentrations of insider ownership disclosed in this filing alone. Material governance conclusions cannot be drawn beyond compliance with filing rules.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Charles Schwab & Co., Inc. 3000 Schwab Way Westlake TX 76262	41667	2636434.00	96217742	08/15/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/15/2025	Employee Stock Option Exercise	Upstart Holdings, Inc.			41667	08/15/2025	Broker Payment for Cashless Exercise

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
DAVID GIROUARD 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	06/11/2025	41667	2504524.00
DAVID GIROUARD 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	06/20/2025	41667	2501984.00
DAVID GIROUARD 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	07/15/2025	41667	3127831.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 for Upstart Holdings (UPST) report?

The Form 144 reports a proposed sale of 41,667 common shares through Charles Schwab with an aggregate market value of $2,636,434.00 and an approximate sale date of 08/15/2025.

Who is the seller named in the filing for UPST?

David Girouard is identified as the seller in prior sales listed; the Form 144 lists the person for whose account the securities are to be sold (same individual in prior sales).

How were the shares being sold acquired according to the filing?

The shares were acquired via an employee stock option exercise and the transaction notes a cashless exercise through the broker on 08/15/2025.

Has the seller made other sales recently?

Yes. The filing discloses three sales in the past three months: 06/11/2025 (41,667 shares, $2,504,524.00), 06/20/2025 (41,667 shares, $2,501,984.00), and 07/15/2025 (41,667 shares, $3,127,831.00).

What portion of outstanding shares does this proposed sale represent?

The filing lists 96,217,742 shares outstanding; the proposed sale of 41,667 shares represents a very small fraction of total outstanding shares.