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

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) has filed a Form 144 indicating a proposed insider sale under SEC Rule 144.

• Securities to be sold: 10,957 common shares.
• Estimated market value: US $834,683, based on the broker-quoted price at the time of filing.
• Broker: Charles Schwab & Co., Inc., Westlake, TX.
• Planned sale date: 08 July 2025 on the NASDAQ.
• Securities outstanding: 95,144,858 shares; proposed sale represents roughly 0.012 % of total shares.

The shares were recently acquired on 08 July 2025 through a stock-option exercise executed via a cashless, broker-assisted transaction. The same filer sold 1,278 shares on 01 July 2025 for gross proceeds of US $85,639, signalling an ongoing liquidation of option-derived shares within the preceding three-month window.

While Form 144 filings are not binding commitments to sell, they disclose the intent and establish regulatory clearance for a potential transaction within the next 90 days. The modest size relative to Upstart’s float suggests limited direct dilution or price pressure, but investors often monitor continued insider selling for sentiment cues.

Positive

• Sale represents only ~0.012 % of shares outstanding, implying negligible dilution or supply overhang.
• Transparent regulatory filing provides investors with early notice of potential insider activity.

Negative

• Continued insider selling (prior 1,278 shares sold on 07/01/2025) may signal reduced confidence or desire to monetise holdings.
• Proposed sale occurs immediately after option exercise, which some investors view as opportunistic profit-taking.

Insights

Insider-Trading Analyst

TL;DR: Minor insider sale (0.012 % float) suggests limited market impact but extends a recent selling pattern.

The Form 144 reveals an intended disposal of 10,957 shares, worth roughly US $0.83 million, shortly after an option exercise. Because the amount is immaterial to the 95 million-share float, I view direct price impact as negligible. However, the filer also sold 1,278 shares a week earlier, indicating a continuation of share-monetisation. Persistent insider selling—especially soon after option conversion—can be interpreted as a lukewarm view on near-term upside, even if for tax or diversification reasons. Absence of any simultaneous insider purchases keeps the signal skewed slightly negative.

Portfolio Manager

TL;DR: Filing is largely routine; scale too small to alter UPST investment thesis.

The notice merely authorises—but does not obligate—the insider to sell over the next 90 days. With a float-adjusted weight under 0.02 %, the sale should not meaningfully affect liquidity or valuation metrics. From a risk standpoint, I classify this as a low-severity event. Unless a broader trend of insider divestitures emerges or totals escalate, I would not adjust position sizing based solely on this filing.

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	10957	834683.00	95144858	07/08/2025	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	07/08/2025	Stock Option Exercise	Upstart Holdings, Inc.			10957	07/08/2025	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
Sukhinder Singh Cassidy 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	07/01/2025	1278	85639.00

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 UPST Form 144 filing disclose?

It reveals an intent to sell 10,957 common shares of Upstart Holdings, worth about $834,683.

When is the proposed sale of Upstart (UPST) shares?

The approximate sale date listed is July 8, 2025 on the NASDAQ.

How large is the planned insider sale relative to shares outstanding?

The sale equals roughly 0.012 % of the 95.1 million shares outstanding.

Who is selling the shares according to the filing?

The seller named is Sukhinder Singh Cassidy, acting for her own account.

Were there recent sales by the same insider?

Yes, 1,278 shares were sold on July 1, 2025 for $85,639 in gross proceeds.

Does a Form 144 guarantee the shares will be sold?

No. It authorises potential sales within 90 days but does not obligate the insider to complete them.