UPST Form 144: Proposed Sale of 500 Shares ($34,605) by Insider

Upstart Holdings, Inc. (UPST) Form 144 notice reports a proposed sale of 500 shares of common stock through Charles Schwab & Co., Inc. for an aggregate market value of $34,605.00 with an approximate sale date of 09/02/2025 on NASDAQ.

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) Form 144 notice reports a proposed sale of 500 shares of common stock through Charles Schwab & Co., Inc. for an aggregate market value of $34,605.00 with an approximate sale date of 09/02/2025 on NASDAQ. The 500 shares were acquired on 05/18/2023 from Upstart Holdings, Inc. upon a restricted stock lapse and were received as equity compensation. The filer previously sold 500 shares on 06/02/2025 for $23,460.00. The filing shows 96,217,742 shares outstanding for the issuer, indicating the proposed sale is a very small fraction of total shares outstanding. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.

Positive

• Transaction is immaterial in size relative to 96,217,742 shares outstanding, reducing market-impact risk
• Securities were acquired via restricted stock lapse, indicating standard equity-compensation vesting rather than open-market purchase timing

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider/Form 144 notice for a small equity-compensation share sale; immaterial to market capitalization.

The filing documents a proposed sale of 500 common shares acquired via restricted stock lapse on 05/18/2023 and recorded as equity compensation. At an aggregate market value of $34,605 and versus 96,217,742 shares outstanding, the transaction is immaterial in size. The prior sale of 500 shares on 06/02/2025 for $23,460 is disclosed, indicating recent modest disposition activity. This is a compliance disclosure under Rule 144 rather than a material corporate event.

Corporate Governance Expert

TL;DR: Disclosure aligns with Rule 144 requirements; no governance red flags evident from this notice alone.

The notice specifies source of shares as a restricted stock lapse and lists brokerage execution via Charles Schwab & Co. It includes the seller's attestation about lack of undisclosed material information and shows standard signature/attestation language. There are no indications of accelerated insider selling or plan-based 10b5-1 language included in the remarks, and the transaction size is negligible relative to outstanding shares.

FAQ

What does the Form 144 for UPST report?

The filing reports a proposed sale of 500 common shares of Upstart Holdings with an aggregate market value of $34,605.00, to be sold on or about 09/02/2025 on NASDAQ.

How were the 500 UPST shares acquired?

The shares were acquired on 05/18/2023 by a restricted stock lapse from Upstart Holdings, received as equity compensation.

Has the filer sold any UPST shares recently?

Yes; the filer sold 500 shares on 06/02/2025 for gross proceeds of $23,460.00.

Through which broker will the sale be executed?

The proposed sale lists Charles Schwab & Co., Inc. (address in Westlake, TX) as the broker-dealer.

Is this sale material to Upstart's share count?

No; 500 shares represent a very small fraction of the reported 96,217,742 shares outstanding, so the sale is immaterial to total share count.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/02/2025 - 04:11 PM Learn about SEC filing dates

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	0001817263
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Upstart Holdings, Inc.
SEC File Number	001-39797
Address of Issuer	2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CALIFORNIA 94403
Phone	(650) 204-1000
Name of Person for Whose Account the Securities are To Be Sold	Cooper Kerry Whorton
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	Director

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	500	34605.00	96217742	09/02/2025	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	05/18/2023	Restricted Stock Lapse	Upstart Holdings, Inc.			500	05/18/2023	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
Kerry Whorton Cooper TTEE 2950 S. DELAWARE STREET, SUITE 300 SAN MATEO CA 94403	Upstart Holdings, Inc.	06/02/2025	500	23460.00

144: Remarks and Signature

Remarks	Shares sold in EDWARD AND KERRY COOPER LIVING TRUST.
Date of Notice	09/02/2025
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	08/29/2024
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	Kerry Whorton Cooper TTEE
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)