Upstart (UPST) CLO exercises options at $13.22 and sells shares under 10b5-1 plan
Rhea-AI Filing Summary
Scott Darling, Chief Legal Officer of Upstart Holdings, Inc. (UPST), reported contemporaneous option exercise and sale transactions effected under a Rule 10b5-1 trading plan adopted May 30, 2025. On 09/03/2025 he exercised an employee stock option with a $13.22 exercise price for 4,000 shares and immediately sold 4,000 shares in multiple transactions at a weighted average price of $69.4134. Following these transactions the reporting person held 123,898 shares of common stock and beneficial ownership of 200,527 options. The Form 4 notes that some holdings are restricted stock units subject to vesting and that option vesting occurs monthly per the original grant schedule. The filing was signed by Steven Madrid by power of attorney on 09/05/2025.
Positive
- Transaction executed under a Rule 10b5-1 plan, indicating pre-planned and compliance-oriented trading
- Substantial realized spread: exercised at $13.22 and sold at a weighted average of $69.4134
- Transparent reporting with offer to provide per-trade sale prices upon request
Negative
- Reduction in direct holdings: common shares decreased to 123,898 after the sale
- Ongoing dilution potential noted due to RSUs and a large number of outstanding options (200,527)
Insights
TL;DR Insider exercised options cheaply and monetized a portion via a 10b5-1 plan, retaining significant option exposure.
The reporting shows a routine, rule-compliant exercise-and-sale under a pre-established 10b5-1 plan adopted May 30, 2025. Exercising at $13.22 and selling at a weighted average of $69.4134 realizes substantial pre-tax proceeds per share while leaving the filer with material ongoing option and equity exposure: 200,527 options and 123,898 shares outstanding after the transactions. The disclosure of RSUs and the monthly vesting schedule confirms continued future equity dilution potential as vesting occurs. Transaction details are clearly reported and the filer offers to provide per-trade sale prices on request, which supports transparency.
TL;DR Governance appears sound: trades were conducted under a documented 10b5-1 plan and reported promptly via Form 4.
The filing documents compliance with insider trading protocols by indicating a pre-existing 10b5-1 plan and timely reporting. The use of a power of attorney signature is disclosed. The filing also clarifies that a portion of the reported common stock consists of RSUs subject to vesting, which is relevant for assessing the holder's near-term liquidity and alignment with shareholders. No material omissions are evident within the content provided.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Option (Right to buy) | 4,000 | $13.22 | $53K |
| Exercise | Common Stock | 4,000 | $13.22 | $53K |
| Sale | Common Stock | 4,000 | $69.4134 | $278K |
Footnotes (1)
- The option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 30, 2025. Certain of these securities listed in Column 5 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.12 to $69.64. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. 1/48 of the shares subject to the option shall vest on January 20, 2023 and at the end of each successive one-month period thereafter, subject to the Reporting Person continuing as a service provider through each such date.
