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

Rhea-AI Filing Summary

Insider sale notice for Upstart Holdings, Inc. common stock filed under Rule 144. The filing shows a proposed sale of 6,402 shares through Charles Schwab & Co., with an aggregate market value of $435,336 and an outstanding share count listed as 96,217,742. The shares to be sold were acquired on 08/20/2025 via restricted stock lapse as equity compensation. The filer, Scott Darling, also reported multiple prior open-market sales over the past three months totaling 33,638 shares for gross proceeds of $2,159,838 across seven transactions. The notice includes the filer’s certification about absence of undisclosed material information.

Positive

• Compliance with Rule 144: The filing follows Rule 144 disclosure requirements and includes the required certification by the filer.
• Source of shares disclosed: The 6,402 shares arise from a restricted stock lapse, clarifying these are equity compensation proceeds rather than purchases.

Negative

• Insider selling activity: Prior sales by the same individual total 33,638 shares over three months, yielding $2,159,838 in gross proceeds, which may be viewed negatively by some market participants.
• Concentration of recent sales: Multiple transactions in a short timeframe (June–August) could prompt investor questions about insider motivations.

Insights

Securities Analyst

TL;DR: Insider executed planned sales totaling 33,638 shares recently; proposed sale of 6,402 shares originates from equity vesting.

The transactions reflect disposal of vested restricted stock rather than open-market purchases, with reported gross proceeds of $2.16 million from prior sales and a proposed sale valued at $435,336. For investors this is a routine Rule 144 disclosure showing compliance with resale restrictions and aggregation of recent insider sales. The amounts represent a modest fraction of the reported outstanding shares, suggesting limited direct dilution or immediate market impact from this single notice.

Corporate Governance Expert

TL;DR: Multiple insider sales disclosed; documentation indicates adherence to Rule 144 and a representation of no undisclosed material information.

The filing documents that the 6,402-share sale stems from a restricted stock lapse and equity compensation, and prior sales by the same individual occurred between June and August. The notice includes the required signer representation about material information and references potential use of a broker. From a governance perspective, the filing meets procedural requirements but highlights concentrated insider selling activity over a short period, which stakeholders may monitor for context.

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	6402	435336.00	96217742	08/25/2025	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	Upstart Holdings, Inc.			6402	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
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

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 for UPST disclose about the proposed sale?

The form shows a proposed sale of 6,402 shares of Upstart common stock valued at $435,336, to be executed through Charles Schwab.

Where did the shares being sold originate?

The shares were acquired by the filer on 08/20/2025 through a restricted stock lapse as equity compensation.

How many shares has the filer sold recently and for how much?

The filer reported seven sales in the past three months totaling 33,638 shares for aggregate gross proceeds of $2,159,838.

Does the filing indicate any undisclosed material information?

The filer certified by signing the notice that they do not know of any material adverse information about the issuer that has not been publicly disclosed.

Through which broker is the proposed sale planned?

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