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

Rhea-AI Filing Summary

Gu Paul, Chief Technology Officer and director of Upstart Holdings, Inc. (UPST), reported option exercises and open-market sales on 09/02/2025. The reporting person exercised two employee stock options for 2,500 shares each at exercise prices of $3.80 and $8.88, increasing option-derived holdings. Concurrently, the reporting person sold 2,663 and 2,337 shares in separate transactions at weighted-average prices of $68.3518 and $68.9082, respectively. After these transactions the report shows beneficial ownership of 1,147,156 shares.

The Form 4 discloses the trades were effected under a Rule 10b5-1 trading plan adopted on May 21, 2025, notes certain holdings are restricted stock units, and confirms the reported options were fully vested and exercisable as of the transaction date.

Positive

• Trades were executed under a Rule 10b5-1 trading plan, indicating pre-established instructions and compliance with insider-trading protocols.
• Options exercised were fully vested, and the Form 4 discloses option exercise and RSU status, improving transparency of insider holdings.

Negative

• Insider sold 5,000 shares (2,663 and 2,337 shares) on 09/02/2025, which may be viewed negatively by some investors as insider selling.
• Weighted-average sale prices near $68.4 reduced the filer’s share count from 1,152,156 to 1,147,156, representing actual disposition of outstanding shares.

Insights

Financial Analyst

TL;DR: Officer exercised low-cost options and sold 5,000 shares under a 10b5-1 plan, leaving roughly 1.15 million shares beneficially owned.

The activity reflects routine insider option exercises and systematic disposition under a pre-established plan rather than ad hoc market selling. Exercises at $3.80 and $8.88 are substantially below the weighted-average sale prices near $68.4, realizing a large intrinsic gain per share for the reporting person. The report quantifies post-transaction ownership at 1,147,156 shares, providing investors transparency on insider holdings without signaling a change in corporate outlook.

Corporate Governance Expert

TL;DR: Transactions were executed under a disclosed 10b5-1 plan and the filer certified option vesting—procedurally compliant disclosure.

The Form 4 explicitly states the trades were effected pursuant to a Rule 10b5-1 plan adopted May 21, 2025, and includes undertakings to provide breakdowns of mixed-price sales. It also identifies certain holdings as RSUs and confirms full vesting of the exercised options. These disclosures meet typical insider-reporting and governance transparency expectations.

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^*

Gu Paul

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		M(1)		2,500	A	$3.8	1,149,656(2)	D
Common Stock	09/02/2025		M(1)		2,500	A	$8.88	1,152,156	D
Common Stock	09/02/2025		S(1)		2,663	D	$68.3518(3)	1,149,493	D
Common Stock	09/02/2025		S(1)		2,337	D	$68.9082(4)	1,147,156	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
Employee Stock Option (Right to buy)	$3.8	09/02/2025		M			2,500	(5)	03/29/2029	Common Stock	2,500	$3.8	42,500	D
Employee Stock Option (Right to buy)	$8.88	09/02/2025		M			2,500	(5)	01/31/2030	Common Stock	2,500	$8.88	181,336	D

Explanation of Responses:

1. The option exercise and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 21, 2025.

2. 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.795 to $68.78. 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.80 to $69.125. 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.

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

Remarks:

	/s/ Steven Madrid, by power of attorney	09/04/2025
	** 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 transactions did UPST insider Gu Paul report on the Form 4?

The Form 4 reports exercises of two employee stock options for 2,500 shares each and sales of 2,663 and 2,337 shares on 09/02/2025.

Were the sales under a pre-established trading plan for UPST?

Yes. The Form 4 states the option exercises and sales were effected pursuant to a Rule 10b5-1 trading plan adopted on May 21, 2025.

What were the exercise prices and sale prices reported?

Exercise prices were $3.80 and $8.88. Weighted-average sale prices were reported as $68.3518 and $68.9082.

How many UPST shares does Gu Paul beneficially own after these transactions?

The Form 4 shows beneficial ownership of 1,147,156 shares following the reported transactions.

Are any reported securities restricted or subject to vesting?

Yes. The filing notes certain securities are restricted stock units (RSUs), each representing a contingent right to one share subject to vesting schedules.