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

Rhea-AI Filing Summary

Form 144 notice filed for Upstart Holdings, Inc. (UPST) indicating a proposed sale of 1,439 common shares valued at $99,593 through Charles Schwab & Co., Inc. on 09/02/2025 on NASDAQ. The filer reports three prior Employee Stock Purchase Plan (ESPP) acquisitions: 1 share on 08/15/2023, 755 shares on 02/15/2024, and 683 shares on 02/15/2025, all paid in cash. The filing also discloses recent sales by the same person totaling 13,366 shares for gross proceeds of $967,528 across six transactions between 07/02/2025 and 08/25/2025. The notice includes the required representation that the seller is not aware of undisclosed material adverse information about the issuer.

Positive

• Filing provides transparent disclosure of proposed sale details including broker, shares, aggregate market value, and sale date
• Securities sold originate from ESPP acquisitions and were paid in cash, indicating routine employee liquidity rather than complex transfers
• Recent sales were executed through a registered broker (Charles Schwab & Co., Inc.) on NASDAQ, following standard market channels

Negative

• The filer completed 13,366 shares sold in the past three months for gross proceeds of $967,528, which represents notable insider selling activity
• The Form 144 does not specify any 10b5-1 trading plan adoption date, so sales may not be under an affirmative written plan

Insights

Financial Analyst

TL;DR: Insider has filed to sell a small block of shares after multiple recent disposals totaling $967k; likely routine liquidity, not a company event.

The Form 144 shows a proposed sale of 1,439 shares (~$99.6k) and prior aggregated sales of 13,366 shares (~$967.5k) over two months. Sales originated from ESPP acquisitions, indicating these are employee-originated shares rather than secondary placements by large shareholders. For investors this is a disclosure of insider selling activity; it does not provide information about company operations, revenue, or financial performance. The filing is useful for monitoring insider behavior but lacks context on ownership percentage or holding post-sales.

Corporate Governance Expert

TL;DR: The filing complies with Rule 144 disclosure requirements and documents multiple ESPP-derived sales; no governance red flags in the notice itself.

The document lists acquisition dates, payment method, broker, and market values as required. The filer attests to absence of undisclosed material information, and transactions are processed through a broker on NASDAQ. There is no indication of a trading plan date or 10b5-1 adoption in the remarks. From a governance perspective, repeated insider sales warrant monitoring for trends, but this single Form 144 contains routine, properly disclosed transactions rather than governance breaches.

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	1439	99593.00	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	08/15/2023	ESPP	Upstart Holdings, Inc.			1	08/15/2023	Cash
Common	02/15/2024	ESPP	Upstart Holdings, Inc.			755	02/15/2024	Cash
Common	02/15/2025	ESPP	Upstart Holdings, Inc.			683	02/15/2025	Cash

* 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
NATALIA MIRGORODSKAYA 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	07/02/2025	6533	457674.00
NATALIA MIRGORODSKAYA 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	07/08/2025	4000	320270.00
NATALIA MIRGORODSKAYA 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	08/01/2025	365	28457.00
NATALIA MIRGORODSKAYA 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	08/20/2025	1079	65944.00
NATALIA MIRGORODSKAYA 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	08/22/2025	365	25551.00
NATALIA MIRGORODSKAYA 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	08/25/2025	1024	69632.00

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 filed for UPST disclose?

The notice discloses a proposed sale of 1,439 Upstart (UPST) common shares valued at $99,593 to occur on 09/02/2025, and prior ESPP acquisitions and recent sales.

How many UPST shares were sold by the filer in the past three months?

The filer sold a total of 13,366 shares across six transactions between 07/02/2025 and 08/25/2025.

What were the gross proceeds from recent UPST insider sales?

Gross proceeds reported from the recent sales equal approximately $967,528.

Were the shares being sold acquired from an ESPP?

Yes. The filing shows ESPP acquisitions on 08/15/2023, 02/15/2024, and 02/15/2025, all paid in cash.

Through which broker will the proposed UPST sale be executed?

The proposed sale is to be executed through Charles Schwab & Co., Inc. on NASDAQ.