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

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) Form 4: Sanjay Datta, the company's Chief Financial Officer, reported a sale of 13,473 shares of Upstart common stock on 08/20/2025 at a weighted-average price of $61.1187 per share. The filing states the shares were sold to cover tax-withholding obligations arising from the vesting of restricted stock units (RSUs). After the reported transactions, the reporting person beneficially owns 297,904 shares, which include RSUs and 21 shares acquired on 08/15/2025 under the 2020 Employee Stock Purchase Plan. The sale was signed by a power of attorney on 08/22/2025.

Positive

• Reporting of tax-withholding sale is transparent with price range disclosed and offer to provide per-transaction details
• Significant retained ownership: Reporting person still beneficially owns 297,904 shares including RSUs, indicating continued alignment with shareholders

Negative

• Disposition of 13,473 shares at a weighted-average price of $61.1187 reduced immediate insider holdings
• Some holdings are unvested RSUs, meaning not all reported beneficial ownership is currently transferable

Insights

Securities Analyst

TL;DR: Routine tax-withholding sale by a senior officer; retains material equity exposure.

The Form 4 discloses a non-derivative disposition of 13,473 shares by the CFO to satisfy tax withholding tied to RSU vesting. The transaction is coded S(1), consistent with sale to cover taxes, and the weighted-average sale price is reported as $61.1187 with execution prices between $60.74 and $61.52. Post-transaction beneficial ownership of 297,904 shares (including unvested RSUs) indicates continued alignment with shareholders rather than a complete exit. This is a routine insider liquidity event and is unlikely to be materially negative absent other undisclosed sales.

Corporate Governance Expert

TL;DR: Documentation and disclosure align with Section 16 reporting norms; no governance red flags apparent.

The filing properly identifies the reporting person, relationship (CFO), transaction date, and provides an explanatory note that the disposition was to cover tax withholding for RSU vesting. The filer discloses the weighted-average price range and offers to provide detailed per-transaction pricing on request, which supports transparency. The use of a power of attorney for signature is documented. There is no indication of atypical timing or pattern from this single filing.

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
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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^*

Datta Sanjay

(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 Financial 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)		13,473	D	$61.1187(2)	297,904(3)(4)	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 $60.74 to $61.52. 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 21 shares acquired on August 15, 2025 under the Issuer's 2020 Employee Stock Purchase Plan.

4. Certain of the securities reported in Column 5 are 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	08/22/2025
	** 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

What did Sanjay Datta report in the UPST Form 4 filing?

The filing shows a sale of 13,473 shares on 08/20/2025 to cover tax withholding from RSU vesting, at a weighted-average price of $61.1187.

How many Upstart (UPST) shares does the reporting person own after the transaction?

The reporting person beneficially owns 297,904 shares following the reported transaction; this total includes RSUs and 21 shares from the 2020 ESPP.

Why were the shares sold according to the Form 4?

The shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).

What price range were the shares sold at in the UPST Form 4?

The filing reports a weighted-average price of $61.1187 and notes individual sale prices ranged from $60.74 to $61.52.

Was the Form 4 signing done in person by the reporting person?

The Form 4 was signed by Steven Madrid by power of attorney on 08/22/2025, as indicated in the filing.