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

Rhea-AI Filing Summary

Dave Girouard, CEO and director of Upstart Holdings, Inc. (UPST), reported transactions on 08/15/2025 executed pursuant to a Rule 10b5-1 trading plan adopted August 29, 2024. He exercised an employee stock option to acquire 41,667 shares at an exercise price of $0.83 per share and immediately sold those shares in multiple transactions. The Form 4 reports sales of 38,777 shares at a weighted-average price of $63.2267 and 2,890 shares at a weighted-average price of $63.9072. Following these transactions Girouard beneficially owns 52,614 shares directly and holds additional shares indirectly through trusts and entities as disclosed on the form.

Positive

• Transactions executed under a Rule 10b5-1 trading plan, adopted August 29, 2024, which can provide an affirmative defense to insider trading claims.
• Exercise of fully vested options (41,667 shares at $0.83), indicating option terms were satisfied before exercise.
• Transparent reporting of weighted-average sale prices and an undertaking to provide per-trade price details upon request.

Negative

• Reduction in direct beneficial ownership to 52,614 shares following reported sales on 08/15/2025.

Insights

Financial Analyst

TL;DR: CEO exercised vested options and sold the acquired shares under a 10b5-1 plan; transaction appears routine.

The Form 4 shows an exercise of an employee option for 41,667 shares at $0.83 and contemporaneous sales that generated proceeds at weighted-average prices of $63.2267 and $63.9072. The sales were effected under a pre-established Rule 10b5-1 plan, which provides an affirmative defense to insider trading claims when properly adopted. The transactions reduced Girouard's reported direct holdings to 52,614 shares while numerous larger indirect holdings remain in trusts and LLCs as disclosed.

Corporate Governance Expert

TL;DR: Governance practices observed include use of a documented 10b5-1 plan and timely Form 4 reporting.

The filing explicitly states the trades were executed pursuant to a 10b5-1 plan adopted on August 29, 2024, and provides weighted-average sale prices with an offer to disclose per-transaction price details on request. The form discloses multiple indirect ownership interests through trusts and a GRAT, and notes the option shares were fully vested and exercisable as of the transaction date—consistent with standard executive equity management and disclosure protocols.

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^*

Girouard Dave

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M(1)		41,667	A	$0.83	94,281	D
Common Stock	08/15/2025		S(1)		38,777	D	$63.2267(2)	55,504	D
Common Stock	08/15/2025		S(1)		2,890	D	$63.9072(3)	52,614	D
Common Stock								8,342,701	I	See Footnote(4)
Common Stock								1,000,000	I	See Footnote(5)
Common Stock								546,501	I	See Footnote(6)
Common Stock								546,501	I	See Footnote(7)
Common Stock								126,057	I	See Footnote(8)
Common Stock								126,057	I	See Footnote(9)

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)	$0.83	08/15/2025		M(1)			41,667	(10)	09/20/2026	Common Stock	41,667	$0.83	876,742	D

Explanation of Responses:

1. The option exercise and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 29, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.725 to $63.625. 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.83 to $63.91. 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. These shares are held by 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee.

5. These shares are held by David J Girouard, as trustee of the DTG GRAT LLC, dated May 23,2023.

6. These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.

7. These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.

8. These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020

9. These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020.

10. All of the shares subject to this option are fully vested and exercisable as of the date hereof.

Remarks:

	/s/ Steven Madrid, by power of attorney	08/19/2025
	** 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 insider Dave Girouard do on 08/15/2025?

He exercised an employee stock option for 41,667 shares at $0.83 and sold those shares in multiple transactions under a Rule 10b5-1 plan.

At what prices were the UPST shares sold?

Sales were reported at weighted-average prices of $63.2267 (range $62.725–$63.625) and $63.9072 (range $63.83–$63.91); per-trade details are available upon request.

Did Girouard use a 10b5-1 trading plan for these transactions?

Yes. The Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on August 29, 2024.

How many UPST shares does Girouard directly own after the transactions?

The Form 4 reports 52,614 shares beneficially owned directly following the reported transactions.

Are there indirect holdings disclosed for Girouard?

Yes. The filing discloses indirect holdings including 8,342,701 shares held by a revocable trust and additional holdings through a GRAT and other trusts/vehicles as listed in the form.