UPST CTO buys 100,000 shares; direct holdings now 1,102,226

Upstart Holdings (UPST) insider activity: A director and Chief Technology Officer reported buying 100,000 shares of common stock on 11/11/2025.

Rhea-AI Filing Summary

Upstart Holdings (UPST) insider activity: A director and Chief Technology Officer reported buying 100,000 shares of common stock on 11/11/2025. The purchases were made indirectly—20,000 shares at a weighted average price of $39.22 through THE GU QIAO FAMILY TRUST and 80,000 shares at a weighted average price of $39.23 through JECCO, LLC. Following these transactions, the reporting person beneficially owned 1,102,226 shares directly and 44,930 shares indirectly by trust. The filing notes short-swing profits of $148,255.06 were remitted to the Company under Section 16(b) in connection with a prior sale of 5,000 shares on September 2, 2025.

Insider Trade Summary

Net Buyer: 100,000 shares

Net Buy 4 txns

Insider Gu Paul

Role Chief Technology Offier

Bought 100,000 shs ($3.92M)

Type	Security	Shares	Price	Value
Purchase	Common Stock	20,000	$39.22	$784K
Purchase	Common Stock	80,000	$39.23	$3.14M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 64,930 shares (Indirect, by trust); Common Stock — 80,000 shares (Indirect, by LLC); Common Stock — 1,102,226 shares (Direct)

Footnotes (7)

1. F1. This purchase was matchable under Section 16(b) of the Securities Exchange Act of 1934 with a sale of 5,000 shares by the Reporting Person on September 2, 2025. The Reporting Person has remitted the resulting short-swing profits to the Company, which were $148,255.06.
2. F2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $38.89 to $39.39. 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 purchased at each separate price.
3. F3. The reportable securities are owned by THE GU QIAO FAMILY TRUST, of which the Reporting Person is the trustee.
4. F4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $38.93 to $39.40. 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 purchased at each separate price.
5. F5. The reportable securities are owned directly by JECCO, LLC of which the Reporting Person is a managing member.
6. F6. Certain of these securities are restricted stock units (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.
7. F7. The reportable securities are owned by THE PAUL XINQUAN GU 2021 GIFTING TRUST, of which the Reporting Person is a trustee.

FAQ

What insider transaction did UPST report?

A director and Chief Technology Officer reported buying 100,000 shares of Upstart common stock on 11/11/2025.

At what prices were the UPST shares purchased?

Weighted average prices were $39.22 for 20,000 shares and $39.23 for 80,000 shares.

How many UPST shares does the insider own after these trades?

Beneficial ownership was 1,102,226 shares direct and 44,930 shares indirect by trust.

Were the purchases made through entities?

Yes. THE GU QIAO FAMILY TRUST acquired 20,000 shares and JECCO, LLC acquired 80,000 shares.

Did the filing mention Section 16(b) short-swing profits?

Yes. The reporting person remitted $148,255.06 to the Company, matched to a 5,000-share sale on September 2, 2025.

Were the reported prices single trades or weighted averages?

They were weighted averages with underlying trades ranging from $38.89–$39.39 and $38.93–$39.40.

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

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Accepted by SEC EDGAR 11/13/2025 - 04:31 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).

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^*

Gu Paul

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

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2025

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	11/11/2025		P		20,000	A	$39.22(1)(2)	20,000	I	by trust(3)
Common Stock	11/11/2025		P		80,000	A	$39.23(1)(4)	80,000	I	by LLC(5)
Common Stock								1,102,226(6)	D
Common Stock								44,930	I	by trust(7)

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. This purchase was matchable under Section 16(b) of the Securities Exchange Act of 1934 with a sale of 5,000 shares by the Reporting Person on September 2, 2025. The Reporting Person has remitted the resulting short-swing profits to the Company, which were $148,255.06.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $38.89 to $39.39. 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 purchased at each separate price.

3. The reportable securities are owned by THE GU QIAO FAMILY TRUST, of which the Reporting Person is the trustee.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $38.93 to $39.40. 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 purchased at each separate price.

5. The reportable securities are owned directly by JECCO, LLC of which the Reporting Person is a managing member.

6. Certain of these securities are restricted stock units (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.

7. The reportable securities are owned by THE PAUL XINQUAN GU 2021 GIFTING TRUST, of which the Reporting Person is a trustee.

Remarks:

	/s/ Steven Madrid, by power of attorney	11/11/2025
	** 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.