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

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) filing a Form 144 notifies a proposed sale of 6,714 common shares with an aggregate market value of $410,359, to be executed through Charles Schwab on 08/20/2025. The filing shows these shares were acquired the same day as a restricted stock lapse and are tied to equity compensation. The issuer has 96,217,742 shares outstanding. The filing also lists recent sales by the same account totaling 33,115 shares sold across seven transactions in May–August 2025 for combined gross proceeds of $2,056,726. The filer certifies no undisclosed material adverse information.

Positive

• Full disclosure of broker, sale date, and acquisition details consistent with Rule 144 requirements
• Shares originated from equity compensation, indicating vesting rather than third-party transfer

Negative

• Insider sales totaling $2,056,726 over the past three months could be perceived negatively by some investors
• Sale reduces insider ownership, albeit by a small amount relative to total shares outstanding

Insights

Securities Analyst

TL;DR: Routine insider disposition from equity compensation; transaction size is small relative to outstanding shares.

The proposed sale of 6,714 shares valued at $410,359 represents a minor liquidity event for the insider and for the company given the 96.2 million shares outstanding. The shares were acquired by restricted stock lapse and flagged as equity compensation, indicating compensation vesting rather than third-party transfer. Recent aggregated insider sales of 33,115 shares for $2.06M over the past three months provide context that this filing continues a pattern of scheduled or opportunistic sales rather than a single large divestiture.

Corporate Governance Expert

TL;DR: Disclosure is standard and complies with Rule 144 mechanics; certifications mitigate disclosure risk.

The Form 144 discloses the broker, sale date, and the nature of acquisition as a restricted stock lapse, which aligns with typical post-vesting sale notifications. The filer’s representation that no material non-public information exists is required and present. From a governance perspective, the filing signals normal executive/shareholder monetization of vested equity rather than an event implying operational or governance concerns.

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

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	6714	410359.00	96217742	08/20/2025	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	08/20/2025	Restricted Stock Lapse - See Remarks	Upstart Holdings, Inc.			6714	08/20/2025	Equity Compensation

* 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
SCOTT DARLING 950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	05/20/2025	6732	316247.00
SCOTT DARLING 950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	06/03/2025	7383	369166.00
SCOTT DARLING 950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	06/11/2025	3000	180000.00
SCOTT DARLING 950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	07/01/2025	2000	127120.00
SCOTT DARLING 950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	07/02/2025	5000	350176.00
SCOTT DARLING 950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	07/08/2025	5000	400210.00
SCOTT DARLING 950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	08/01/2025	4000	313807.00

144: Remarks and Signature

Remarks

Date of Notice

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 shares is UPST proposing to sell under this Form 144?

The filing proposes sale of 6,714 common shares with an aggregate market value of $410,359.

When is the proposed sale date for the UPST shares?

The approximate date of sale listed is 08/20/2025.

How were the 6,714 UPST shares acquired?

The shares were acquired on 08/20/2025 by restricted stock lapse and are classified as equity compensation.

Who is the broker handling the proposed UPST sale?

The broker named is Charles Schwab & Co., Inc., 3000 Schwab Way, Westlake TX 76262.

What insider sales by the same account occurred in the past three months?

Seven sales between 05/20/2025 and 08/01/2025 totaling 33,115 shares for combined gross proceeds of $2,056,726.