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

Rhea-AI Filing Summary

Kerry Whorton Cooper, a director of Upstart Holdings, Inc. (UPST), reported a sale of common stock on 09/02/2025. The filing shows 500 shares sold at $69.21 per share pursuant to a Rule 10b5-1 trading plan adopted August 29, 2024. After the sale, the reporting person beneficially owns 25,434 shares indirectly through the Edward and Kerry Cooper Living Trust and holds 4,314 restricted stock units (RSUs) that convert to common stock upon vesting. The Form 4 was signed by power of attorney on 09/04/2025.

Positive

• Transaction executed under a Rule 10b5-1 trading plan adopted 08/29/2024
• Filing discloses indirect ownership and RSU holdings, improving transparency
• Form 4 properly signed by power of attorney and includes required details

Negative

• Reporting person disposed of 500 shares, reducing insider share count
• Some shares remain restricted as RSUs and are not yet freely tradable

Insights

Financial Analyst

TL;DR: Insiders sold a small block under a pre-established 10b5-1 plan, indicating routine liquidity rather than a company-specific signal.

The reported sale of 500 shares at $69.21 was executed under a 10b5-1 plan adopted 08/29/2024, which provides an affirmative defense against insider trading claims by setting trades in advance. The remaining reported position is split between 25,434 indirectly held shares via a family trust and 4,314 RSUs that remain unvested. On its face, the transaction appears procedural and compliant; the filing contains no indication of unusual timing or material corporate developments.

Corporate Governance Expert

TL;DR: The disclosure is compliant and appropriately documents beneficial ownership and the use of a 10b5-1 plan.

The Form 4 properly identifies the reporting person, relationship to the issuer (director), the trading plan adoption date, and the nature of indirect ownership via the Edward and Kerry Cooper Living Trust. The inclusion of RSU counts clarifies contingent equity exposure. The signature by power of attorney is noted and dated 09/04/2025, satisfying filing formalities. No governance or disclosure deficiencies are evident from the filing text 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^*

Cooper Kerry Whorton

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S(1)		500	D	$69.21	25,434	I	See Footnote(2)
Common Stock								4,314(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. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 29, 2024.

2. These shares are held by the Edward and Kerry Cooper Living Trust, for which the Reporting Person and her spouse serve as co-trustees.

3. These securities 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.

Remarks:

EX 24 POA

	/s/ Steven Madrid, by power of attorney	09/04/2025
	** 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 Kerry Whorton Cooper sell in the UPST Form 4?

The filing reports the sale of 500 shares of Upstart common stock on 09/02/2025 at $69.21 per share.

Was the sale by the UPST insider part of a prearranged plan?

Yes. The sale was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 08/29/2024.

How many Upstart shares does the reporting person beneficially own after the sale?

After the reported transaction, the reporting person beneficially owns 25,434 shares indirectly and additionally holds 4,314 RSUs representing contingent rights to shares.

How is the indirect ownership held according to the filing?

The indirect shares are held by the Edward and Kerry Cooper Living Trust, for which the reporting person and spouse serve as co-trustees.

When was the Form 4 signed and by whom?

The Form 4 shows a signature by Steven Madrid by power of attorney dated 09/04/2025.