Upstart Tech Chief Increases Stake to 1.1M Shares Amid AI Lending Push

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Upstart Holdings (UPST) Chief Technology Officer and Director Paul Gu reported significant insider trading activity on June 17, 2025. The transaction involved the exercise of employee stock options and acquisition of common stock:

Exercised 25,000 employee stock options at $3.80 per share
Acquired 25,000 shares of common stock at $3.80 per share
Following the transaction, Gu owns 1,147,156 shares directly
Retains 45,000 unexercised stock options expiring March 29, 2029

The exercised options were fully vested at the time of execution. The transaction was executed under Form 4 filing requirements for corporate insiders. Some of Gu's holdings include restricted stock units (RSUs) subject to vesting schedules. The filing was signed by Jessica Jeong via power of attorney on June 20, 2025.

Insider Trade Summary

25,000 shares exercised/converted

Mixed 2 txns

Insider Gu Paul

Role Chief Technology Offier

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to buy)	25,000	$3.80	$95K
Exercise	Common Stock	25,000	$3.80	$95K

Holdings After Transaction: Employee Stock Option (Right to buy) — 45,000 shares (Direct); Common Stock — 1,147,156 shares (Direct)

Footnotes (1)

Certain of these securities 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. All of the shares subject to this option are fully vested and exercisable as of the date hereof.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/20/2025 - 04:53 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^*

Gu Paul

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Offier

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		M		25,000	A	$3.8	1,147,156⁽¹⁾	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)
Employee Stock Option (Right to buy)	$3.8	06/17/2025		M			25,000	⁽²⁾	03/29/2029	Common Stock	25,000	$3.8	45,000	D

Explanation of Responses:

1. Certain of these securities 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.

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

Remarks:

EX-24 POA

	/s/ Jessica Jeong, by power of attorney	06/20/2025
	** 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

How many UPST shares did CTO Paul Gu exercise through stock options on June 17, 2025?

Paul Gu exercised 25,000 shares of UPST common stock through employee stock options at an exercise price of $3.80 per share on June 17, 2025.

What is Paul Gu's total UPST stock ownership after the June 2025 transaction?

Following the reported transaction, Paul Gu beneficially owns 1,147,156 shares of UPST common stock directly. Some of these securities are in the form of restricted stock units (RSUs).

What positions does Paul Gu hold at Upstart Holdings (UPST)?

Paul Gu serves as both a Director and the Chief Technology Officer (CTO) of Upstart Holdings, Inc.

What is the expiration date of Paul Gu's remaining UPST stock options?

The reported employee stock options expire on March 29, 2029. After this transaction, Paul Gu still holds 45,000 options that are fully vested and exercisable.

Are Paul Gu's remaining UPST stock options currently exercisable?

Yes, according to the filing footnotes, all of the remaining stock options are fully vested and exercisable as of the filing date.