Upstart (NASDAQ: UPST) CFO logs tax-withholding and trading-plan sale

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) reported that Chief Financial Officer Andrea Blankmeyer sold shares of common stock in two transactions. On August 17, 2026, she sold 7,175 shares at a weighted average price of $29.3583 per share, with sales executed between $29.19 and $29.54, to cover tax withholding obligations tied to vesting restricted stock units. On August 19, 2026, she sold 3,000 shares at $29.33 per share, in a sale effected pursuant to a Rule 10b5-1 trading plan adopted on May 16, 2026; certain related securities are restricted stock units that vest over time.

Insider Trade Summary 10b5-1

Net Seller: 10,175 shares

Net Sell 2 txns

Insider Blankmeyer Andrea

Role Chief Financial Officer

Sold 10,175 shs ($299K)

Type	Security	Shares	Price	Value
Sale	Common Stock F3, F4	3,000	$29.33	$88K
Sale	Common Stock F1, F2	7,175	$29.3583	$211K

Holdings After Transaction: Common Stock — 152,208 shares (Direct)

Footnotes (4)

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 $29.19 to $29.54. 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. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 16, 2026.
4. F4. 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.

Key Figures

Shares sold (tax withholding): 7,175 shares Weighted average sale price: $29.3583 per share Price range for August 17 trades: $29.19 to $29.54 per share +4 more

7 metrics

Shares sold (tax withholding) 7,175 shares Sale on August 17, 2026 to cover tax withholding on RSU vesting

Weighted average sale price $29.3583 per share 7,175-share sale on August 17, 2026; trades from $29.19 to $29.54

Price range for August 17 trades $29.19 to $29.54 per share Range of prices for the 7,175 shares sold on August 17, 2026

Shares sold under 10b5-1 plan 3,000 shares Sale on August 19, 2026 pursuant to Rule 10b5-1 trading plan

Sale price under 10b5-1 plan $29.33 per share 3,000-share sale of common stock on August 19, 2026

Total shares sold 10,175 shares Combined August 17 and August 19, 2026 sales by the CFO

10b5-1 plan adoption date May 16, 2026 Adoption date of the Rule 10b5-1 trading plan covering the 3,000-share sale

Key Terms

Rule 10b5-1 trading plan, restricted stock units (RSUs), weighted average price, contingent right

4 terms

Rule 10b5-1 trading plan regulatory

"The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units (RSUs) financial

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

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.

contingent right financial

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

FAQ

What insider transactions did UPST’s CFO report on this Form 4?

Upstart’s CFO Andrea Blankmeyer reported two sales totaling 10,175 shares of common stock in August 2026. One sale covered tax withholding on RSU vesting, and the other was under a Rule 10b5-1 trading plan.

How many UPST shares did the CFO sell to cover tax withholding?

On August 17, 2026, the CFO sold 7,175 UPST shares to cover tax withholding obligations related to the vesting of restricted stock units. The weighted average sale price was $29.3583 per share, with individual trades between $29.19 and $29.54.

Were any of the UPST CFO’s August 2026 sales under a Rule 10b5-1 plan?

Yes. The 3,000-share sale on August 19, 2026 was effected under a Rule 10b5-1 trading plan adopted by the CFO on May 16, 2026, indicating the transaction was pre-arranged.

What prices did the UPST CFO receive in the reported stock sales?

The CFO sold 7,175 shares at a weighted average price of $29.3583, with trades from $29.19 to $29.54, and separately sold 3,000 shares at $29.33 per share. Both transactions involved UPST common stock.

How many UPST shares did the CFO sell in total in these transactions?

Across both August 2026 transactions, the CFO sold a total of 10,175 shares of Upstart common stock. 7,175 shares were sold for tax withholding on RSUs, and 3,000 shares were sold under a Rule 10b5-1 plan.

Were restricted stock units (RSUs) involved in the UPST CFO’s reported transactions?

Yes. The filing notes that the 7,175-share sale covered tax withholding from the vesting of restricted stock units (RSUs), and that certain related securities are RSUs, each representing a contingent right to receive one UPST share upon vesting.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/19/2026 - 06:14 PM Accepted by SEC EDGAR 08/19/2026 - 06:14 PM 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).

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^*

Blankmeyer Andrea

(Last) (First) (Middle)

C/O UPSTART HOLDINGS, INC.

220 PARK ROAD, SUITE 500

(Street)

BURLINGAME CALIFORNIA 94010

(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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026

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	08/17/2026		S(1)		7,175	D	$29.3583(2)	155,208	D
Common Stock	08/19/2026		S(3)		3,000	D	$29.33	152,208(4)	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 $29.19 to $29.54. 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 sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 16, 2026.

4. 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.

Remarks:

	/s/ Steven Madrid, by power of attorney	08/19/2026
	** 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)