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

Rhea-AI Filing Summary

Form 144 notice for Upstart Holdings, Inc. (UPST) reports a proposed sale of 1,079 common shares with an aggregate market value of $65,944, to be sold approximately on 08/20/2025 on NASDAQ. The shares were acquired the same day (08/20/2025) through a restricted stock lapse tied to equity compensation from Upstart Holdings, Inc. The filing also discloses prior dispositions by the same seller, Natalia Mirgorodskaya, totaling 13,002 shares sold across May–August 2025 for combined gross proceeds shown in the table. The filer affirms no undisclosed material adverse information and follows Rule 144 disclosure requirements.

Insights

Securities Analyst

TL;DR: Routine insider disposition of equity compensation; small relative to outstanding shares, likely non-material to valuation.

The filing documents a planned sale of 1,079 shares acquired through restricted stock lapse and designated as equity compensation, with an indicated market value of $65,944. Prior sales by the same individual totaled 13,002 shares over recent months. Relative to the reported outstanding share count of 96,217,742, these transactions represent a de minimis percentage of the float and therefore are unlikely to materially affect share liquidity or company valuation. Disclosure appears consistent with Rule 144 timing and aggregation rules.

Corporate Governance Expert

TL;DR: Compliance-focused filing shows standard insider selling; no governance red flags are apparent from the notice alone.

The notice indicates the seller acquired the securities via restricted stock lapse and is selling under Rule 144. The signer certifies absence of undisclosed material adverse information and adherence to trading-plan representations where applicable. The sequence of prior small sales suggests routine monetization of compensation rather than an abrupt governance event. The document provides no evidence of regulatory or governance issues.

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	1079	65944.00	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.			1079	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
NATALIA MIRGORODSKAYA 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	05/20/2025	764	35874.00
NATALIA MIRGORODSKAYA 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	05/23/2025	1340	59215.00
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

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 does the Form 144 for UPST report?

The filing reports a proposed sale of 1,079 Upstart common shares valued at $65,944, expected to be sold on 08/20/2025 on NASDAQ.

How were the 1,079 shares acquired?

The shares were acquired on 08/20/2025 via a restricted stock lapse as equity compensation from Upstart Holdings, Inc.

Who made prior sales and what were the totals?

Prior sales were made by Natalia Mirgorodskaya, totaling 13,002 shares sold between 05/20/2025 and 08/01/2025, with listed gross proceeds in the filing.

How significant is this sale relative to outstanding shares?

The filing lists 96,217,742 shares outstanding; the proposed 1,079-share sale is a de minimis fraction of that total.

Does the filer assert any undisclosed material information?

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