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

Rhea-AI Filing Summary

Upstart Holdings insider sale by Chief Legal Officer: Scott Darling sold 6,402 shares of Upstart common stock on 08/25/2025 at $68 per share under a previously adopted Rule 10b5-1 trading plan. After the reported sale, the reporting person beneficially owned 123,898 shares, some of which are restricted stock units that vest according to their schedules. The Form 4 notes the transaction was executed pursuant to a 10b5-1 plan adopted on November 27, 2024, and the sale was reported by power of attorney.

Positive

• Trade executed under a Rule 10b5-1 plan, indicating the sale was prearranged for compliance purposes
• Reporting person retains a sizable holding of 123,898 shares after the sale, including vested and unvested RSUs
• Disclosure identifies RSUs, clarifying that part of the position is subject to vesting conditions

Negative

• Insider liquidity event: sale reduces the officer’s direct share count by 6,402 shares
• No explicit reason provided for the sale beyond the use of the 10b5-1 plan

Insights

Securities Analyst

TL;DR: Officer sale under a 10b5-1 plan appears routine and is not necessarily a negative signal.

The sale of 6,402 shares at $68 was executed under a Rule 10b5-1 plan, indicating the trade was prearranged and intended to provide an affirmative defense to insider trading claims. The reporting person still holds a material stake of 123,898 shares including RSUs, which suggests continued exposure to the company’s equity. For investors, this transaction is a disclosure of insider liquidity rather than a definitive indicator of company fundamentals.

Corporate Governance Expert

TL;DR: Use of a documented 10b5-1 plan aligns with governance best practices for predictable insider trading.

Documenting the trade under a 10b5-1 plan adopted in November 2024 demonstrates adherence to structured insider trading policies. The filing also discloses that some holdings are RSUs, clarifying that part of the position is subject to vesting conditions. This transparency supports governance standards but does not by itself change the company’s operational or financial outlook.

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)
08/25/2025

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	08/25/2025		S(1)		6,402	D	$68	123,898(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 November 27, 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.

Remarks:

	/s/ Steven Madrid, by power of attorney	08/27/2025
	** 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 Scott Darling sell?

Scott Darling sold 6,402 shares of Upstart common stock as reported on the Form 4.

At what price were the UPST shares sold?

The shares were sold at $68 per share according to the Form 4.

Was the UPST sale part of a 10b5-1 plan?

Yes, the sale was effected pursuant to a Rule 10b5-1 trading plan adopted on November 27, 2024.

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

123,898 shares beneficially owned following the reported transaction, some of which are RSUs.

Are any of the UPST holdings restricted or unvested?

Yes, certain securities listed are restricted stock units (RSUs) that vest according to their schedules.