Upstart Holdings, Inc. (UPST) director discloses 1,500-share sale and RSU holdings

Rhea-AI Filing Summary

Upstart Holdings, Inc. reported an insider stock sale by a director. On 12/12/2025, the director sold 1,500 shares of common stock at $50 per share in an open-market transaction coded as a sale.

The filing states this sale was made under a prearranged Rule 10b5-1 trading plan adopted on September 4, 2025. After the sale, the director beneficially owned 23,934 shares indirectly through the Edward and Kerry Cooper Living Trust and held 4,314 restricted stock units (RSUs), each representing a contingent right to one share of common stock subject to vesting conditions.

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
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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^*

Cooper Kerry Whorton

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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	12/12/2025		S(1)		1,500	D	$50	23,934	I	See Footnote(2)
Common Stock								4,314(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. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 4, 2025.

2. These shares are held by the Edward and Kerry Cooper Living Trust, for which the Reporting Person and her spouse serve as co-trustees.

3. 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.

Remarks:

	/s/ Steven Madrid, by power of attorney	12/15/2025
	** 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.

FAQ

What insider transaction did Upstart Holdings (UPST) disclose in this filing?

The filing shows that a director of Upstart Holdings, Inc. sold 1,500 shares of common stock on 12/12/2025 at a price of $50 per share.

Was the Upstart (UPST) insider sale made under a Rule 10b5-1 trading plan?

Yes. The document states the sale was effected under a Rule 10b5-1 trading plan that the reporting person adopted on September 4, 2025.

How many Upstart (UPST) shares does the insider report owning after the sale?

After the reported transaction, the director beneficially owned 23,934 shares indirectly through the Edward and Kerry Cooper Living Trust and held 4,314 RSUs.

How are the indirect Upstart (UPST) holdings structured for this insider?

The filing notes that 23,934 shares are held by the Edward and Kerry Cooper Living Trust, for which the reporting person and her spouse act as co-trustees.

What do the reported Upstart (UPST) restricted stock units (RSUs) represent?

The 4,314 RSUs each represent a contingent right to receive one share of Upstart common stock, subject to the vesting schedule and conditions applicable to each RSU.

What role does the reporting person have at Upstart Holdings (UPST)?

The reporting person is identified as a director of Upstart Holdings, Inc. and filed the form as a single reporting person.