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

Rhea-AI Filing Summary

Natalia Mirgorodskaya, Chief Accounting Officer and Controller of Upstart Holdings, Inc. (UPST), reported a sale of 1,439 shares of common stock on 09/02/2025 at a price of $69.21 per share. The filing states the sale was made pursuant to a Rule 10b5-1 trading plan adopted May 30, 2025. Following the transaction, the reporting person beneficially owned 21,081 shares, some of which are restricted stock units (RSUs) that convert to common stock upon vesting.

Positive

• Sale executed under a Rule 10b5-1 trading plan, indicating prearranged, compliant insider trading procedures
• Filing discloses RSU holdings, clarifying that part of retained shares are subject to vesting conditions
• Form 4 signed by power of attorney, showing administrative compliance with reporting requirements

Negative

• Insider reduced holdings by 1,439 shares, a decrease that could be monitored though not shown as material on its face

Insights

Securities Analyst

TL;DR: Officer sale under a 10b5-1 plan reduces reported holdings modestly; appears routine and non-material to corporate fundamentals.

The Form 4 documents a controlled disposition of 1,439 shares at $69.21 executed under an established 10b5-1 plan. The disclosure identifies the reporting person as the companys Chief Accounting Officer and Controller and notes 21,081 shares remain beneficially owned, including RSUs subject to vesting. For investors, this is a transparent insider sale under a prearranged plan rather than an unplanned disposition tied to company events. No derivatives or other transactions are reported.

Corporate Governance Expert

TL;DR: Compliance and governance practices appear followed: transaction flagged as Rule 10b5-1 and signed by a power of attorney.

The filing explicitly states the transaction was effected under a Rule 10b5-1 trading plan adopted May 30, 2025, which supports the reporting person's affirmative defense for insider trading. The Form 4 is signed via power of attorney, indicating procedural handling of filings. There is disclosure that some holdings are RSUs, clarifying the nature of retained ownership. No other governance concerns or unexplained transfers are evident from this Form 4 alone.

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^*

Mirgorodskaya Natalia

(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)
	See Remarks

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)		1,439	D	$69.21	21,081(2)	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 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.

Remarks:

Chief Accounting Officer and Controller

	/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 Upstart (UPST) insider Natalia Mirgorodskaya report on Form 4?

The report discloses a sale of 1,439 shares of Upstart common stock on 09/02/2025 at $69.21 per share.

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

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted on May 30, 2025.

How many UPST shares does the reporting person own after the transaction?

Following the sale, the reporting person beneficially owned 21,081 shares, some of which are restricted stock units (RSUs).

What is the reporting person's role at Upstart?

The Form 4 identifies the reporting person as Chief Accounting Officer and Controller.

Was any derivative or option transaction reported in this Form 4 for UPST?

No. The filing lists only a non-derivative sale of common stock and contains no derivative or option transactions.