Upstart CAO sells 586 shares to cover tax withholding

Upstart Holdings, Inc. (UPST) reported that Chief Accounting Officer and Controller Natalia Mirgorodskaya sold 586 shares of Common Stock on August 20, 2026 at a weighted average price of $28.0899 per share.

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) reported that Chief Accounting Officer and Controller Natalia Mirgorodskaya sold 586 shares of Common Stock on August 20, 2026 at a weighted average price of $28.0899 per share. The sale was made to cover tax withholding obligations from vesting RSUs, and she now holds 36,788 shares, including RSUs.

Insider Trade Summary

Net Seller: 586 shares

Net Sell 1 txn

Insider Mirgorodskaya Natalia

Role See Remarks

Sold 586 shs ($16K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2, F3	586	$28.0899	$16K

Holdings After Transaction: Common Stock — 36,788 shares (Direct)

Footnotes (3)

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 $27.97 to $28.41. 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.

Key Figures

Shares sold: 586 shares of Common Stock Weighted average sale price: $28.0899 per share Sale price range: $27.97 to $28.41 per share +1 more

4 metrics

Shares sold 586 shares of Common Stock Sale on August 20, 2026 to cover tax withholding obligations

Weighted average sale price $28.0899 per share Average price for the 586 shares sold on August 20, 2026

Sale price range $27.97 to $28.41 per share Range of prices for multiple transactions included in the sale

Shares held after transaction 36,788 shares Total Common Stock holdings following the August 20, 2026 sale, including RSUs

Key Terms

restricted stock units (RSUs), weighted average price, contingent right

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.

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 insider transaction did UPST report for Natalia Mirgorodskaya?

Natalia Mirgorodskaya sold 586 shares of Upstart Holdings, Inc. Common Stock on August 20, 2026 at a weighted average price of $28.0899 per share to cover tax withholding obligations from vesting RSUs.

Was the August 20, 2026 UPST insider sale under a Rule 10b5-1 plan?

No. The filing indicates the Rule 10b5-1 checkbox is not checked, and the footnotes do not state that the August 20, 2026 sale was made pursuant to a Rule 10b5-1 trading plan.

How many UPST shares does Natalia Mirgorodskaya hold after this transaction?

After the August 20, 2026 sale, Natalia Mirgorodskaya holds 36,788 shares of Upstart Holdings, Inc. Common Stock, which includes shares underlying restricted stock units (RSUs) subject to vesting conditions.

What price range were the UPST shares sold at in this Form 4?

The 586 UPST shares were sold at prices ranging from $27.97 to $28.41 per share. The reported $28.0899 price is a weighted average of multiple transactions within this range.

Why did the UPST insider sell 586 shares on August 20, 2026?

The 586 shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs), as disclosed in the transaction footnote.

What position does the reporting person hold at UPST?

The reporting person, Natalia Mirgorodskaya, serves as Chief Accounting Officer and Controller of Upstart Holdings, Inc., as stated in the remarks section.

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

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

Mirgorodskaya Natalia

(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)
	See Remarks

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/20/2026		S(1)		586	D	$28.0899(2)	36,788(3)	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 $27.97 to $28.41. 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.

Remarks:

Chief Accounting Officer and Controller

	/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)