Upstart CLO sells shares to cover RSU taxes

Upstart Holdings, Inc. Chief Legal Officer Scott Darling reported an open-market sale of 6,634 shares of common stock at a weighted average price of $28.7778 per share.

Rhea-AI Filing Summary

Upstart Holdings, Inc. Chief Legal Officer Scott Darling reported an open-market sale of 6,634 shares of common stock at a weighted average price of $28.7778 per share. According to the footnotes, the shares were sold to cover tax withholding obligations related to the vesting of restricted stock units.

Following this transaction, Darling directly holds 88,728 shares of Upstart common stock and indirectly holds 39,698 shares through the Darling Family Trust, reflecting a prior deposit of 7,247 shares into the trust.

Insider Trade Summary

Net Seller: 6,634 shares

Net Sell 2 txns

Insider Darling Scott

Role Chief Legal Officer

Sold 6,634 shs ($191K)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,634	$28.7778	$191K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 88,728 shares (Direct); Common Stock — 39,698 shares (Indirect, See Footnote)

Footnotes (5)

1. F1. These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.24 to $29.07. 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. F3. Certain of these securities 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.
4. F4. The shares are held by the Darling Family Trust.
5. F5. The number of shares held reflects the deposit of 7,247 shares of Common Stock from the Reporting Person to the Darling Family Trust.

Key Figures

Shares sold: 6,634 shares Weighted average sale price: $28.7778/share Sale price range: $28.24–$29.07/share +3 more

6 metrics

Shares sold 6,634 shares Open-market sale to cover RSU tax withholding

Weighted average sale price $28.7778/share Common stock sale on May 20, 2026

Sale price range $28.24–$29.07/share Multiple transactions included in reported average price

Direct holdings after transaction 88,728 shares Common stock owned directly by Scott Darling after sale

Indirect holdings after transaction 39,698 shares Common stock held by the Darling Family Trust

Shares deposited to trust 7,247 shares Deposit from Scott Darling to Darling Family Trust

Key Terms

restricted stock units (RSUs), weighted average price, tax withholding obligations, Darling Family Trust, +1 more

5 terms

restricted stock units (RSUs) financial

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

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

tax withholding obligations financial

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

Darling Family Trust financial

"The shares are held by the Darling Family Trust."

contingent right financial

"Each RSU represents a contingent right to receive one share of Common Stock."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Upstart (UPST) executive Scott Darling report in this Form 4?

Scott Darling, Chief Legal Officer of Upstart (UPST), reported selling 6,634 shares of common stock. The sale was made at a weighted average price of $28.7778 per share and was conducted to cover tax withholding from RSU vesting.

Was the Upstart (UPST) insider sale by Scott Darling a discretionary trade?

The filing states the 6,634-share sale was made to cover tax withholding obligations tied to RSU vesting. Such transactions are generally administrative and tax-driven rather than discretionary investment decisions, according to the footnote describing the purpose of the sale.

What price did Scott Darling receive for the 6,634 Upstart (UPST) shares sold?

The reported weighted average sale price was $28.7778 per share. A footnote explains the shares were sold in multiple trades at prices ranging from $28.24 to $29.07, and detailed trade-level data is available upon request from the company.

How many Upstart (UPST) shares does Scott Darling hold after this Form 4 transaction?

After the reported sale, Scott Darling directly owns 88,728 shares of Upstart common stock. He also indirectly owns 39,698 shares through the Darling Family Trust, as disclosed in the filing’s ownership and footnote information.

What is the Darling Family Trust’s role in Scott Darling’s Upstart (UPST) holdings?

The filing notes that 39,698 shares of Upstart common stock are held by the Darling Family Trust. A footnote explains this amount reflects the deposit of 7,247 shares from Scott Darling into the trust, indicating indirect ownership through that entity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 04:33 PM EDT Learn about SEC filing dates

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^*

Darling Scott

(Last) (First) (Middle)

C/O UPSTART HOLDINGS, INC.

2950 S. DELAWARE STREET, SUITE 410

(Street)

SAN MATEO CALIFORNIA 94403

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/20/2026		S(1)		6,634	D	$28.7778(2)	88,728(3)	D
Common Stock								39,698	I	See Footnote(4)(5)

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 $28.24 to $29.07. 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 these securities 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.

4. The shares are held by the Darling Family Trust.

5. The number of shares held reflects the deposit of 7,247 shares of Common Stock from the Reporting Person to the Darling Family Trust.

Remarks:

	/s/ Steven Madrid, by power of attorney	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)