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

Rhea-AI Filing Summary

Upstart Holdings insider transaction summary: Director and CEO David Girouard exercised an employee stock option to purchase 41,667 shares at an exercise price of $0.83 per share on 09/15/2025 under a Rule 10b5-1 trading plan adopted 08/29/2024. Immediately thereafter, the reporting person sold 34,825 shares at a weighted average price of $64.838 and 6,842 shares at a weighted average price of $65.4139, reflecting multiple sale transactions. After these transactions, Girouard reports 59,456 shares directly beneficially owned and multiple indirect holdings through trusts totaling several million shares as disclosed in footnotes.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating pre-planned trades and reduced insider-timing concerns
• Option exercised at $0.83 and the option shares were fully vested and exercisable as stated
• Filing discloses extensive indirect holdings through trusts, demonstrating continued significant ownership exposure

Negative

• Significant sale of newly exercised shares (41,667 option shares exercised; 41,667 shares sold in multiple transactions) reduced direct holdings to 59,456 shares
• Sales were sizable in market value given weighted average prices of approximately $64.84 and $65.41 per share, which realize large proceeds

Insights

Financial Analyst

TL;DR: Insider exercised low-cost options and sold shares under a pre-established 10b5-1 plan; transactions appear routine rather than signal of corporate change.

The exercise of an option with a $0.83 strike followed by market sales at ~ $64.84–$65.41 per share realizes substantial proceeds while retaining substantial indirect holdings through trusts and entities. The 10b5-1 plan adoption date (08/29/2024) and the reporting of weighted average sale prices indicate planned disposition rather than opportunistic trading. The remaining direct holding of 59,456 shares and large indirect positions maintain continued exposure to equity performance.

Corporate Governance Expert

TL;DR: Transaction is documented and signed by POA; disclosures and footnotes clearly identify indirect holdings and trust arrangements.

The Form 4 discloses the reporting person’s roles (Director, CEO, 10% owner) and provides detailed footnotes describing the nature of indirect beneficial ownership across multiple trusts and a GRAT. The filing includes the required Rule 10b5-1 disclosure and a power-of-attorney signature, supporting procedural compliance with Section 16 reporting obligations. No additional governance concerns are evident from the filing itself.

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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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).

1. Name and Address of Reporting Person^*

Girouard Dave

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		M(1)		41,667	A	$0.83	94,281	D
Common Stock	09/15/2025		S(1)		34,825	D	$64.838(2)	59,456	D
Common Stock	09/15/2025		S(1)		6,842	D	$65.4139(3)	52,614	D
Common Stock								8,342,701	I	See Footnote(4)
Common Stock								1,000,000	I	See Footnote(5)
Common Stock								546,501	I	See Footnote(6)
Common Stock								546,501	I	See Footnote(7)
Common Stock								126,057	I	See Footnote(8)
Common Stock								126,057	I	See Footnote(9)

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)	$0.83	09/15/2025		M(1)			41,667	(10)	09/20/2026	Common Stock	41,667	$0.83	835,075	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 August 29, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.35 to $65.345. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.35 to $65.59. 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. These shares are held by 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee.

5. These shares are held by David J Girouard, as trustee of the DTG GRAT LLC, dated May 23,2023.

6. These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.

7. These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.

8. These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020

9. These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020.

10. 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	09/17/2025
	** 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 David Girouard report on Form 4 for UPST?

The filing reports exercise of an employee stock option for 41,667 shares at $0.83 and sales of those shares on 09/15/2025 under a Rule 10b5-1 plan.

How many shares does Girouard directly own after the transactions (UPST)?

After the reported transactions Girouard beneficially owns 59,456 shares directly, per the Form 4.

Were the option shares fully vested when exercised?

Yes. The Form 4 states all shares subject to the option were fully vested and exercisable as of the exercise date.

Under what plan were the trades effected?

The exercise and sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 08/29/2024.

What prices were the sold shares transacted at?

Sales occurred at weighted average prices of $64.838 (range $64.35–$65.345) and $65.4139 (range $65.35–$65.59) as disclosed.