Upstart CEO Girouard Exercises Options and Sells Shares Under 10b5-1 Plan
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Option (Right to buy) | 41,667 | $0.83 | $35K |
| Exercise | Common Stock | 41,667 | $0.83 | $35K |
| Sale | Common Stock | 34,825 | $64.838 | $2.26M |
| Sale | Common Stock | 6,842 | $65.4139 | $448K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (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. 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. 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. These shares are held by 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee. These shares are held by David J Girouard, as trustee of the DTG GRAT LLC, dated May 23,2023. These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020. These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020. These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020 These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020. All of the shares subject to this option are fully vested and exercisable as of the date hereof.
