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

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) insider activity shows the company's Chief Accounting Officer exercised 365 stock options at an exercise price of $25.90 and then sold those 365 shares at a weighted average price of about $70.00. The reporting person also sold an additional 1,024 shares at $68.00. After these transactions the reporting person beneficially owned 22,520 shares of common stock and holds 2,947 vested employee stock options exercisable through August 31, 2032. Some shares counted in holdings are restricted stock units (RSUs), representing contingent rights to receive shares subject to vesting. The trades were executed pursuant to a Rule 10b5-1 trading plan.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating pre-arranged, compliant trading
• Reporting person retains equity exposure via 2,947 vested options and RSUs, maintaining alignment with shareholders

Negative

• Insider reduced direct ownership to 22,520 shares, a measurable decrease in insider-held common stock
• Large immediate gain realized from exercising at $25.90 and selling near $70.00, which monetizes insider upside

Insights

Securities Analyst

TL;DR Insider exercised options cheaply and monetized a portion of shares under a 10b5-1 plan, modestly reducing holdings.

The Chief Accounting Officer exercised 365 options at $25.90, converting options into shares and immediately selling those shares at ~$70.00, capturing a large spread per share. A separate block of 1,024 shares was sold at $68.00, resulting in total post-transaction beneficial ownership of 22,520 shares. The presence of RSUs and 2,947 vested options remaining indicates continued equity exposure. Because transactions were made under a Rule 10b5-1 plan, they appear pre-planned rather than opportunistic, which is neutral from a governance perspective but does reduce insider share count.

Corporate Governance Expert

TL;DR Use of a documented 10b5-1 plan suggests compliance with insider trading controls; sales reduce insider stake but are pre-arranged.

The reporting person followed a Rule 10b5-1 trading plan, which provides an affirmative defense to insider trading claims when properly adopted. Reporting also discloses that some reported shares are RSUs and that options reported are fully vested and exercisable. These disclosures enhance transparency. The net reduction in direct holdings to 22,520 shares is notable for share-count monitoring but not a governance red flag given the plan-based execution and retained vested options.

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)
08/22/2025

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	08/22/2025		M(1)		365	A	$25.9	23,909(2)	D
Common Stock	08/22/2025		S(1)		365	D	$70.004(3)	23,544	D
Common Stock	08/25/2025		S(1)		1,024	D	$68	22,520	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)	$25.9	08/22/2025		M(1)			365	(4)	08/31/2032	Common Stock	365	$25.9	2,947	D

Explanation of Responses:

1. The option exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 25, 2024.

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 $70.00 to $70.025. 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. All of the shares subject to this option are fully vested and exercisable as of the date hereof.

Remarks:

Chief Accounting Officer and Controller

	/s/ Steven Madrid, by power of attorney	08/26/2025
	** 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 the UPST reporting person execute?

Exercised 365 options at $25.90 and sold 365 shares at ~$70.00; also sold 1,024 shares at $68.00.

Were the trades pre-planned under a Rule 10b5-1 plan for UPST?

Yes. The Form 4 states the option exercises and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

How many shares does the reporting person own after these transactions?

22,520 shares of common stock beneficially owned following the reported transactions.

Does the reporting person still have vested options or RSUs in UPST?

Yes. The Form 4 shows 2,947 options underlying common stock and notes certain holdings are RSUs subject to vesting conditions.

What was the exercise price and remaining option expiration?

Exercise price $25.90 for the options exercised; remaining options show an expiration date through 08/31/2032 as reported.