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

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) filed a Form 144 notifying the proposed sale of 5,000 shares of common stock held after a stock option exercise. The shares have an aggregate market value of $343,059.50 based on the filing and represent a small fraction of the 96,217,742 shares outstanding. The filing states the shares were acquired by exercise on 09/02/2025 from Upstart Holdings, Inc. and that payment was made by wire on the same date. No other sales in the past three months were reported and the notice affirms the seller is not aware of undisclosed material adverse information.

Insights

Securities Analyst

TL;DR: Routine insider sale following option exercise; size is immaterial to capitalization and unlikely to affect valuation.

The Form 144 documents a proposed sale of 5,000 shares after exercising options on 09/02/2025 with proceeds wired the same day. With ~96.2 million shares outstanding, the position equals roughly 0.005% of the float, so the economic impact on share supply and price is negligible. The filing complies with disclosure requirements and indicates no undisclosed material information; there are no reported sales in the prior three months, suggesting this is an isolated liquidity event rather than a pattern of disposals.

Corporate Governance Expert

TL;DR: Compliance-focused filing; demonstrates procedural adherence to Rule 144 after option exercise.

The notice follows Rule 144 reporting conventions by providing acquisition details, sale intent, and seller representations about material information. The immediacy of acquisition and proposed sale on 09/02/2025 is disclosed, and the absence of other recent sales is noted. From a governance perspective, this transparent filing reduces regulatory risk and helps maintain market integrity, but it does not signal substantive insider sentiment given the small size relative to outstanding shares.

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

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 Stock	Fidelity Brokerage Services LLC 245 Summer Street Boston MA 02110	5000	343059.50	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 Stock	09/02/2025	Stock Option Exercise	Upstart Holdings, Inc.			5000	09/02/2025	Wire

* 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

Nothing to Report

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 did Upstart Holdings (UPST) disclose on Form 144?

The filer notified a proposed sale of 5,000 common shares acquired by option exercise on 09/02/2025 with payment by wire.

How large is the proposed sale relative to UPST's outstanding shares?

The 5,000 shares represent a very small portion of the 96,217,742 shares outstanding (approximately 0.005%).

What is the aggregate market value reported for the shares?

The filing lists an aggregate market value of $343,059.50 for the 5,000 shares.

Did the filer report other sales in the past three months?

No; the form states "Nothing to Report" for securities sold during the past three months.

Does the Form 144 indicate any undisclosed material information?

The signer represents that they do not know any material adverse information that has not been publicly disclosed.