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

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) reporting-person Natalia Mirgorodskaya disclosed a transaction on 08/20/2025 in which 1,079 shares of common stock were sold (transaction code S) at a weighted average price of $61.1156. The filing states the shares were sold to cover tax withholding obligations related to the vesting of restricted stock units (RSUs). After the sale, the reporting person is shown as beneficially owning 23,544 shares, some of which remain contingent RSUs subject to vesting conditions.

Positive

• Transaction disclosed promptly via Form 4, demonstrating compliance with Section 16 reporting requirements
• Sale for tax withholding tied to RSU vesting, indicating the sale was administrative rather than discretionary

Negative

• Insider sold 1,079 shares, reducing direct beneficial ownership (transaction code S)
• Some beneficial holdings remain as contingent RSUs, meaning not all reported shares represent current transferable stock

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sale of vested RSUs; indicates compliance with reporting and withholding obligations.

The Form 4 shows a standard practice where vested RSUs are partially sold to satisfy tax obligations rather than a discretionary open-market sale for liquidity. The filing includes an explanatory remark clarifying multiple sale prices and offers to provide detailed per-price quantities on request, which supports transparency. The remaining beneficial ownership includes RSUs, indicating continued alignment with company equity incentives.

Securities/Fundamental Analyst

TL;DR: Small-scale insider disposition unlikely to be material to UPST’s equity base or signal a change in insider conviction.

The reported disposal of 1,079 shares at a weighted average price of $61.1156 appears to be a mechanistic tax-withholding transaction tied to RSU vesting. The post-transaction beneficial ownership of 23,544 shares (including contingent RSUs) remains intact. No derivative transactions, option exercises, or additional disposals are reported in this 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

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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^*

Mirgorodskaya Natalia

(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)
	See Remarks

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)		1,079	D	$61.1156(2)	23,544(3)	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 $60.83 to $61.51. 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. 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 Natalia Mirgorodskaya report on Form 4 for UPST?

She reported a sale of 1,079 shares of Upstart common stock on 08/20/2025 to cover tax withholding related to vested RSUs.

At what price were the UPST shares sold in the Form 4?

The filing reports a weighted average sale price of $61.1156, with individual sale prices ranging from $60.83 to $61.51.

How many UPST shares does the reporting person beneficially own after the transaction?

Following the reported transaction, the reporting person beneficially owns 23,544 shares, some of which are RSUs subject to vesting.

Was this Form 4 transaction part of an option exercise or derivative transaction?

No. The filing reports a non-derivative sale of common stock and shows no derivative securities transactions in Table II.

Who signed the Form 4 and when was it signed?

The Form 4 was signed /s/ Steven Madrid, by power of attorney on 08/22/2025.