UPST insider amendment updates beneficial ownership to 149,379 shares

Rhea-AI Filing Summary

Upstart Holdings (UPST) filed an amended Form 4 to correct a prior report by adding a previously omitted gift of 750 shares on February 28, 2025 (transaction code G at $0). The reporting person is the company’s Chief Legal Officer.

Following the gift, the filing lists 149,379 shares beneficially owned as of February 28, 2025, with ownership shown as Direct. The amendment states the omission was unintentional and updates total beneficial ownership accordingly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Darling Scott

(Last) (First) (Middle)

C/O UPSTART HOLDINGS, INC.

2950 S. DELAWARE STREET, SUITE 410

(Street)

SAN MATEO CA 94403

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Upstart Holdings, Inc. [ UPST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/04/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/28/2025		G(1)		750	D	$0	149,379(2)(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 4/A is being filed to report a gift of shares that was inadvertently omitted from a previously filed Form 4. The transaction occurred on February 28, 2025, but was not included in the original Form 4 filed on March 4, 2025. The omission was unintentional, and this amendment is being filed to correct the reporting of the total beneficial ownership accordingly.

2. Certain of the securities reported in Column 5 of each row of Table I are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

3. The number of shares beneficially owned was as of February 28, 2025.

Remarks:

	/s/ Steven Madrid, by power of attorney	10/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did UPST disclose in this Form 4/A amendment?

It added a previously omitted gift of 750 shares that occurred on February 28, 2025.

Who is the reporting person in the UPST Form 4/A?

An officer serving as Chief Legal Officer.

What is the transaction code and price for the reported activity?

The filing shows Code G (gift) at a price of $0.

How many UPST shares are beneficially owned after the transaction?

The filing lists 149,379 shares beneficially owned as of February 28, 2025.

What is the ownership form reported?

Ownership is reported as Direct.

Why was the Form 4 amended?

The amendment states the earlier filing inadvertently omitted the gift and is being corrected to update total beneficial ownership.