[Form 4] Upstart Holdings, Inc. Common stock Insider Trading Activity

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

Securities Analyst

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.

Corporate Governance Expert

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.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
09/03/2025

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

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	09/03/2025		M(1)		4,000	A	$13.22	127,898(2)	D
Common Stock	09/03/2025		S(1)		4,000	D	$69.4134(3)	123,898	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
Employee Stock Option (Right to buy)	$13.22	09/03/2025		M(1)			4,000	(4)	12/31/2032	Common Stock	4,000	$13.22	200,527	D

Explanation of Responses:

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.

2. 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.

3. 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.

4. 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.

Remarks:

	/s/ Steven Madrid, by power of attorney	09/05/2025
	** 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 transactions did UPST insider Scott Darling report on Form 4?

The filing reports an exercise of an employee stock option for 4,000 shares at an exercise price of $13.22 and the contemporaneous sale of 4,000 shares at a weighted average price of $69.4134 on 09/03/2025.

Were the trades made under a 10b5-1 plan?

Yes. The Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on May 30, 2025.

How many shares and options does the reporting person hold after the transaction?

After the reported transactions the reporting person beneficially owned 123,898 shares of common stock and 200,527 employee stock options.

Does the Form 4 disclose restricted stock units (RSUs)?

Yes. The filing notes that certain securities listed are RSUs, each representing a contingent right to one share subject to vesting schedules and conditions.

Who signed the Form 4 and when?

The Form 4 was signed by Steven Madrid by power of attorney on 09/05/2025.