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

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) Form 4 by Scott Darling, Chief Legal Officer. The filing reports transactions dated 08/20/2025 in which the reporting person sold common stock in three transactions: 6,713 shares sold at a weighted average price of $61.1197, 1 share sold at $61.80, and 139 shares sold at $63.31, resulting in beneficial ownership of 130,300 shares following the reported trades. The filing clarifies the 6,713-share sale was to cover tax withholding on vested restricted stock units (RSUs) and that one of the sales was executed under a Rule 10b5-1 trading plan adopted on November 27, 2024. The reporting person also acquired 139 shares on August 15, 2025 under the company’s 2020 Employee Stock Purchase Plan, and some holdings shown are RSUs subject to vesting conditions.

Positive

• Acquisition of 139 shares under the 2020 Employee Stock Purchase Plan, indicating continued participation in company equity programs
• Use of a documented Rule 10b5-1 trading plan for at least one sale, which clarifies non-discretionary intent and timing

Negative

• Sale of a total of 6,853 shares (6,713 + 1 + 139) at prices roughly between $60.77 and $63.31, which reduces the reporting person’s immediate stock holdings
• Portion of holdings are RSUs and some were liquidated to cover tax withholding, indicating vesting-related dilution of contingent holdings

Insights

Corporate Governance Expert

TL;DR: Routine insider tax-related sales and a planned 10b5-1 sale reduce holdings modestly; no unusual signal in isolation.

The transactions are primarily tax-withholding sales tied to RSU vesting and an additional sale effected pursuant to a pre-established 10b5-1 plan. These are common, non-discretionary mechanisms for insiders to satisfy tax obligations and manage holdings. The filing discloses remaining beneficial ownership of 130,300 shares and notes that certain shares are contingent RSUs, which limits immediate liquidity of some holdings. From a governance perspective, documentation of the 10b5-1 plan and the tax-sale rationale are appropriate disclosures that reduce ambiguity around timing and intent of the sales.

Securities Analyst

TL;DR: Insider reduced roughly 6,853 shares via sales around $60.77–$63.31, while acquiring 139 shares through ESPP; net change is small vs. typical insider positions.

The reported weighted-average sale price for the largest tranche is $61.1197, with additional sales at $61.80 and $63.31. The Form 4 shows post-transaction beneficial ownership of 130,300 shares. The acquisition of 139 shares via the Employee Stock Purchase Plan increases long-term alignment modestly. Absent additional context on total outstanding shares or recent insider activity, these trades appear non-material to capital structure but are relevant for short-term insider activity tracking.

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)
08/20/2025

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	08/20/2025		S(1)		6,713	D	$61.1197(2)	130,440(3)(4)	D
Common Stock	08/20/2025		S(1)		1	D	$61.8	130,439	D
Common Stock	08/20/2025		S(5)		139	D	$63.31	130,300	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. These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.77 to $61.47. 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. Includes 139 shares acquired on August 15, 2025 under the Issuer's 2020 Employee Stock Purchase Plan.

4. 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.

5. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 27, 2024.

Remarks:

	/s/ Steven Madrid, by power of attorney	08/22/2025
	** 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

Who filed this Form 4 for UPST?

The Form 4 was filed by Scott Darling, the company's Chief Legal Officer.

What transactions are reported on the UPST Form 4 dated 08/20/2025?

The filing reports sales of 6,713 shares at a weighted average of $61.1197, 1 share at $61.80, and 139 shares at $63.31.

Why were shares sold according to the Form 4?

The filing states the larger sale was to cover tax withholding obligations from RSU vesting, and one sale was effected under a Rule 10b5-1 trading plan adopted on November 27, 2024.

How many shares did the reporting person own after the transactions?

Following the reported transactions, the reporting person beneficially owned 130,300 shares.

Did the reporting person acquire any shares rather than sell?

Yes, the filing notes inclusion of 139 shares acquired on August 15, 2025 under the Issuer’s 2020 Employee Stock Purchase Plan.