[144] Upstart Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) Rule 144 notice: A holder (David Girouard) reported proposed and recent sales of common stock. The filing shows a proposed sale of 41,667 shares on 09/15/2025 through Charles Schwab, with an aggregate market value of $2,705,545 and 96,217,742 shares outstanding. The same holder completed three prior sales of 41,667 shares each on 06/20/2025, 07/15/2025, and 08/15/2025, generating gross proceeds of $2,501,984, $3,127,831, and $2,636,434, respectively. The acquisition and proposed sale on 09/15/2025 arose from an employee stock option exercise with a cashless exercise through a broker.

Positive

• Transparent disclosure of proposed and recent insider sales with dates and gross proceeds
• Transaction type specified: Employee stock option exercise with broker cashless exercise noted

Negative

• Repeated insider sales by the same person in consecutive months (06/20/2025, 07/15/2025, 08/15/2025) and a proposed sale on 09/15/2025
• Filing lacks a Rule 10b5-1 plan adoption date, so it's not clear whether sales are pursuant to a pre-established trading plan

Insights

Financial Analyst

TL;DR Insider (employee) sales of 41,667-share lots occurred monthly and another identical lot is proposed for 09/15/2025.

The filing documents repetitive, scheduled dispositions by the same person totaling four equal lots of common shares, each 41,667 shares, with proceeds ranging from $2.50 million to $3.13 million. The planned 09/15/2025 sale follows an employee stock option exercise and a cashless exercise mechanism, indicating monetization of exercised equity rather than open-market purchases. For investors, this is a disclosure of insider selling activity rather than a corporate operational development; it has limited standalone implication for company fundamentals.

Corporate Governance Expert

TL;DR Repeated Form 144 filings show a single insider liquidating shares via broker following option exercise.

The notice contains the required representations and a declaration that the filer is not aware of undisclosed material adverse information. The pattern—monthly filings by the same individual and a cashless exercise—suggests routine exercise-and-sell behavior typical for employees seeking liquidity. From a governance perspective, these are standard disclosures; there is no statement of any trading plan (Rule 10b5-1 date is not provided) in the 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

Relationship to Issuer

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	41667	2705545.00	96217742	09/15/2025	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	09/15/2025	Employee Stock Option Exercise	Upstart Holdings, Inc.			41667	09/15/2025	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
DAVID GIROUARD 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	06/20/2025	41667	2501984.00
DAVID GIROUARD 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	07/15/2025	41667	3127831.00
DAVID GIROUARD 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO CA 94403	Upstart Holdings, Inc.	08/15/2025	41667	2636434.00

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 Form 144 discloses a proposed sale of 41,667 common shares on 09/15/2025 valued at $2,705,545, prior sales of 41,667 shares on 06/20/2025, 07/15/2025, and 08/15/2025, and that the acquisition was an employee stock option exercise with a cashless broker payment.

Who is the seller named in this Form 144 for UPST?

The seller is identified as David Girouard with an address listed in San Mateo, California.

How many shares outstanding does the filing report for UPST?

The filing reports 96,217,742 shares outstanding for Upstart Holdings, Inc.

What proceeds were generated by the prior sales disclosed?

Gross proceeds reported were $2,501,984 (06/20/2025), $3,127,831 (07/15/2025), and $2,636,434 (08/15/2025).

Was the proposed 09/15/2025 sale executed via a broker and which one?

Yes. The proposed sale on 09/15/2025 is listed with Charles Schwab & Co., Inc. as the broker.

Does the filing state whether the sales are part of a 10b5-1 plan?

The filing does not provide a date for any Rule 10b5-1 plan adoption, so no explicit 10b5-1 plan is stated.