Why were Scott Darling’s Upstart (UPST) share sales executed?

A footnote explains that the reported shares were sold to cover tax withholding obligations associated with the vesting of restricted stock units. Such sales are typically mechanical and linked to compensation events rather than discretionary portfolio decisions or changes in outlook.

Upstart (UPST) CLO Scott Darling sells 6,853 shares under 10b5-1 plan

Q: Did Scott Darling acquire any Upstart (UPST) shares before these sales?

A footnote notes that 139 shares included in the reported holdings were acquired on August 15, 2025 under Upstart’s 2020 Employee Stock Purchase Plan , reflecting participation in the company’s employee share purchase program prior to the subsequent sales.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Upstart Holdings, Inc. Chief Legal Officer Scott Darling reported open-market sales of 6,853 shares of Common Stock on August 20, 2025. Sale prices ranged from about $60.77 to $63.31 per share. A footnote states these shares were sold to cover tax withholding obligations tied to vesting restricted stock units and were executed under a Rule 10b5-1 trading plan adopted on November 27, 2024. After the transactions, Darling directly holds 130,300 shares, in addition to restricted stock units referenced in the footnotes.

Insider Trade Summary

Net Seller: 6,853 shares ($419,158)

Net Sell 3 txns

Insider Darling Scott

Role Chief Legal Officer

Sold 6,853 shs ($419K)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,713	$61.1197	$410K
Sale	Common Stock	1	$61.80	$61.80
Sale	Common Stock	139	$63.31	$9K

Holdings After Transaction: Common Stock — 130,440 shares (Direct)

Footnotes (1)

These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs). 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. Includes 139 shares acquired on August 15, 2025 under the Issuer's 2020 Employee Stock Purchase Plan. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

08/22/2025 - 04:38 PM

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).

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Upstart (UPST) report for Scott Darling?

Upstart’s Chief Legal Officer Scott Darling reported selling 6,853 shares of Common Stock on August 20, 2025. The sales were open-market transactions executed primarily to cover tax withholding obligations related to vesting restricted stock units under existing compensation arrangements.

At what prices did Scott Darling sell Upstart (UPST) shares?

Scott Darling’s reported sales occurred at prices ranging from about $60.77 to $63.31 per share. One trade used a weighted-average price, with individual executions between $60.77 and $61.47, while another transaction is reported at $63.31 per share.

How many Upstart (UPST) shares does Scott Darling hold after the sale?

Following the reported transactions, Scott Darling directly holds 130,300 shares of Upstart Common Stock. Footnotes also indicate that some of the securities reflected in his holdings consist of restricted stock units, each representing a contingent right to receive one share upon vesting.

Were Scott Darling’s Upstart (UPST) sales under a Rule 10b5-1 plan?

Yes. A disclosed footnote states the sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on November 27, 2024, indicating the transactions were pre-arranged under a pre-established trading program.

Did Scott Darling acquire any Upstart (UPST) shares before these sales?

A footnote notes that 139 shares included in the reported holdings were acquired on August 15, 2025 under Upstart’s 2020 Employee Stock Purchase Plan, reflecting participation in the company’s employee share purchase program prior to the subsequent sales.