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

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) filing a Form 144 notifies a proposed sale of 365 common shares through Charles Schwab & Co., Inc. on 08/22/2025, with an aggregate market value reported as $25,551.00. The shares were acquired the same day via an employee stock option exercise and the transaction is described as a cashless exercise with broker payment.

The filing also lists five prior sales by the same person, totaling 13,317 shares sold between 05/23/2025 and 08/20/2025 for aggregate gross proceeds of $931,560.00. The filing includes the represenation that the seller has no undisclosed material adverse information.

Positive

• Disclosure completeness: The Form 144 provides required details including broker, acquisition method, share counts, and seller attestation.
• Transaction transparency: Acquisition method is specified as an employee stock option exercise and payment method as broker payment for cashless exercise.

Negative

• Insider sales volume: The filer sold 13,317 shares in the past three months for total gross proceeds of $931,560.00, indicating notable insider liquidity activity.
• Ongoing disposals: The proposed sale on 08/22/2025 continues recent sales activity, which some investors may view as increased insider selling pressure.

Insights

Securities Analyst

TL;DR: Routine insider sale following an employee option exercise; transaction appears administrative rather than strategic.

The Form 144 documents a small proposed sale of 365 shares tied to a same-day employee stock option exercise and cashless broker payment, which is a common mechanism for insiders to satisfy tax/option obligations. The filing provides transparent detail including broker, timing, and acquisition method. The recent three-month history shows larger dispositions totaling 13,317 shares for $931,560, which investors may consider when evaluating insider liquidity but not necessarily as evidence of company-specific negative information.

Compliance/Risk Analyst

TL;DR: Filing meets Rule 144 disclosure requirements; contains explicit seller attestation about lack of undisclosed material information.

The document includes required Rule 144 elements: issuer and broker details, number of shares, acquisition date and method, and a seller attestation regarding material information. The listed cashless exercise and broker payment are properly noted. From a compliance perspective, the form is procedurally complete based on the provided fields; no regulatory exceptions or 10b5-1 plan adoption date is indicated in the filing text provided.

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	365	25551.00	96217742	08/22/2025	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	08/22/2025	Employee Stock Option Exercise	Upstart Holdings, Inc.			365	08/22/2025	Broker Payment for Cashless Exercise

* 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.	05/23/2025	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
NATALIA MIRGORODSKAYA 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	08/20/2025	1079	65944.00

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?

The Form 144 discloses a proposed sale of 365 Upstart Holdings (UPST) shares on 08/22/2025 via Charles Schwab with an aggregate market value of $25,551.00.

How were the 365 UPST shares acquired?

The shares were acquired on 08/22/2025 by an employee stock option exercise, and the filing notes a broker payment for a cashless exercise.

How much insider selling occurred in the past three months?

The filing lists five prior sales totaling 13,317 shares between 05/23/2025 and 08/20/2025, with aggregate gross proceeds of $931,560.00.

Who is the seller named in the filing?

The seller identified in past-sales entries is Natalia Mirgorodskaya, with an address listed in San Mateo, CA.

Does the filing state any undisclosed material information?

The person for whose account the securities are to be sold represents by signing the notice that they do not know any material adverse information about the issuer that is not publicly disclosed.