Was Scott Darling’s UPST share sale made under a Rule 10b5-1 trading plan?

No. The filing indicates the Rule 10b5-1 checkbox is not marked affirmatively, and the transactions are not described in the footnotes as being pursuant to a Rule 10b5-1 trading plan.

Upstart legal chief sells 7,696 shares for taxes

Q: What insider transaction did UPST’s Chief Legal Officer report on this Form 4?

Scott Darling reported a sale of 7,696 shares of Upstart Holdings, Inc. common stock on 2026-08-20 at a weighted average price of $28.0946 per share, executed to cover tax withholding obligations tied to the vesting of restricted stock units (RSUs).

Q: At what prices were the UPST shares sold in Scott Darling’s Form 4 filing?

The weighted average sale price was $28.0946 per share. The shares were sold in multiple transactions at prices ranging from $27.975 to $28.56, as disclosed in the Form 4 footnotes.

Q: How many UPST shares does Scott Darling hold directly after this Form 4 transaction?

After the reported sale, Scott Darling directly holds 73,306 shares of Upstart Holdings, Inc. common stock. Certain of these securities are RSUs, each representing a contingent right to receive one share of common stock, subject to vesting conditions.

Q: What indirect holdings in UPST are reported for Scott Darling?

Scott Darling is reported as having indirect ownership of 46,610 shares of Upstart Holdings, Inc. common stock through the Darling Family Trust. This amount reflects a deposit of 6,184 shares from the reporting person to the trust.

Q: Why did Scott Darling sell 7,696 UPST shares according to the Form 4?

The footnotes state these 7,696 shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units (RSUs), rather than as a discretionary open-market sale for portfolio reasons.

Upstart Holdings, Inc. (UPST) reported an insider transaction by Chief Legal Officer Scott Darling.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

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Form Type

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) reported an insider transaction by Chief Legal Officer Scott Darling. On 2026-08-20, he sold 7,696 shares of common stock at a weighted average price of $28.0946 per share to cover tax withholding obligations related to vesting RSUs. Following this, he held 73,306 shares directly, including RSUs, and 46,610 shares indirectly through the Darling Family Trust, which reflects a deposit of 6,184 shares into the trust. The filing indicates the transaction was not made pursuant to a Rule 10b5-1 trading plan.

Insider Trade Summary

Net Seller: 7,696 shares

Net Sell 2 txns

Insider Darling Scott

Role Chief Legal Officer

Sold 7,696 shs ($216K)

Type	Security	Shares	Price	Value
Sale	Common Stock ^{F1, F2, F3}	7,696	$28.0946	$216K
holding	Common Stock ^{F4, F5}	--	--	--

Holdings After Transaction: Common Stock — 73,306 shares (Direct); Common Stock — 46,610 shares (Indirect, See Footnote)

Footnotes (5)

F1. These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).
F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.975 to $28.56. 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.
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.
F4. The shares are held by the Darling Family Trust.
F5. The number of shares held reflects the deposit of 6,184 shares of Common Stock from the Reporting Person to the Darling Family Trust.

Key Figures

Shares sold: 7,696 shares Weighted average sale price: $28.0946 per share Price range of sales: $27.975 to $28.56 per share +3 more

6 metrics

Shares sold 7,696 shares Common Stock sale on 2026-08-20 to cover tax withholding

Weighted average sale price $28.0946 per share Common Stock sale on 2026-08-20; multiple trades between $27.975 and $28.56

Price range of sales $27.975 to $28.56 per share Range of prices for the multiple sale transactions on 2026-08-20

Direct holdings after transaction 73,306 shares Common Stock directly held by Scott Darling after 2026-08-20 sale, including RSUs

Indirect holdings after transaction 46,610 shares Common Stock held indirectly through the Darling Family Trust

Shares deposited to trust 6,184 shares Deposit of Common Stock from the reporting person to the Darling Family Trust

Key Terms

restricted stock units (RSUs), weighted average price, Darling Family Trust

3 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.

Darling Family Trust financial

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

FAQ

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

What insider transaction did UPST’s Chief Legal Officer report on this Form 4?

Scott Darling reported a sale of 7,696 shares of Upstart Holdings, Inc. common stock on 2026-08-20 at a weighted average price of $28.0946 per share, executed to cover tax withholding obligations tied to the vesting of restricted stock units (RSUs).

At what prices were the UPST shares sold in Scott Darling’s Form 4 filing?

The weighted average sale price was $28.0946 per share. The shares were sold in multiple transactions at prices ranging from $27.975 to $28.56, as disclosed in the Form 4 footnotes.

How many UPST shares does Scott Darling hold directly after this Form 4 transaction?

After the reported sale, Scott Darling directly holds 73,306 shares of Upstart Holdings, Inc. common stock. Certain of these securities are RSUs, each representing a contingent right to receive one share of common stock, subject to vesting conditions.

What indirect holdings in UPST are reported for Scott Darling?

Scott Darling is reported as having indirect ownership of 46,610 shares of Upstart Holdings, Inc. common stock through the Darling Family Trust. This amount reflects a deposit of 6,184 shares from the reporting person to the trust.

Why did Scott Darling sell 7,696 UPST shares according to the Form 4?

The footnotes state these 7,696 shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units (RSUs), rather than as a discretionary open-market sale for portfolio reasons.

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

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Available on EDGAR 08/21/2026 - 06:24 PM EDT Accepted by SEC EDGAR 08/21/2026 - 06:23 PM EDT

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.

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 Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/20/2026		S⁽¹⁾		7,696	D	$28.0946⁽²⁾	73,306⁽³⁾	D
Common Stock								46,610	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $27.975 to $28.56. 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 6,184 shares of Common Stock from the Reporting Person to the Darling Family Trust.

Remarks:

	/s/ Steven Madrid, by power of attorney	08/21/2026
	** 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)

Source: View Original Filing on SEC EDGAR