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

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) Form 144 notifies the proposed sale of 4,000 common shares on 09/03/2025 through Charles Schwab & Co., Inc., with an aggregate market value of $277,654.00. The filer acquired these shares the same day via an employee stock option exercise and used a broker payment for cashless exercise. The filing lists the seller as Scott Darling and shows multiple prior sales by the same person between 06/03/2025 and 08/25/2025, with individual gross proceeds reported for each transaction. The filing reports 96,217,742 shares outstanding.

Insights

Securities Analyst

TL;DR: Routine insider sale following a cashless option exercise; sizes reported are small relative to shares outstanding.

The filing documents a proposed sale of 4,000 shares acquired and to be sold on 09/03/2025 by an insider via cashless exercise, reported through Charles Schwab. The disclosure also lists multiple recent sales by the same individual from June to August 2025 with reported gross proceeds totals per transaction. For investors tracking insider activity, this is a transparent disclosure of routine option exercises and subsequent sales rather than an explicit indication of company-level material events.

Corporate Governance Expert

TL;DR: Compliance-focused filing documenting insider liquidity; procedural and rule-based disclosure appears complete.

The Form 144 includes required details: acquisition date, nature of acquisition (employee stock option exercise), payment method (broker payment for cashless exercise), broker name and address, proposed sale date, and outstanding shares. It also enumerates prior sales by the same person in the last three months with gross proceeds. The filing meets Rule 144 disclosure elements and contains the signature representation about absence of undisclosed material information.

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	4000	277654.00	96217742	09/03/2025	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	09/03/2025	Employee Stock Option Exercise	Upstart Holdings, Inc.			4000	09/03/2025	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
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
SCOTT DARLING 950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc	08/20/2025	6853	419159.00
SCOTT DARLING 950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc	08/25/2025	6402	435336.00

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 is the proposed sale reported in the UPST Form 144?

The filer proposes to sell 4,000 common shares of Upstart (UPST) on 09/03/2025 through Charles Schwab, with an aggregate market value of $277,654.00.

How were the 4,000 shares acquired according to the filing?

The shares were acquired on 09/03/2025 via an employee stock option exercise, with payment handled as a broker payment for cashless exercise.

Who is the seller named in the filing and have they sold shares recently?

The filing identifies Scott Darling as the seller and lists multiple prior sales by him between 06/03/2025 and 08/25/2025, with reported gross proceeds for each sale.

What broker will handle the proposed sale for UPST shares?

The proposed sale will be handled by Charles Schwab & Co., Inc. located at 3000 Schwab Way, Westlake, TX 76262.

How many Upstart shares are outstanding as reported in the Form 144?

The filing reports 96,217,742 shares outstanding.

Does the filing state whether the seller knows of any undisclosed material information?

Yes. By signing the notice the person represents they do not know any material adverse information about the issuer that has not been publicly disclosed.