Upstart (NASDAQ: UPST) CLO adds 7,564 shares via option exercise

Rhea-AI Filing Summary

Upstart Holdings Chief Legal Officer Scott Darling reported an option exercise and related share acquisition. On January 22, 2026, an employee stock option with an exercise price of $13.22 per share was exercised for 7,564 shares of common stock, coded as transaction type "M" (option exercise). These shares are held indirectly by the Darling Family Trust, which now holds 24,999 shares of Upstart common stock. Darling also holds 92,598 shares directly and 186,963 employee stock options directly following the transaction. Certain reported holdings are restricted stock units that convert into common shares as they vest over time.

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

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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).

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.

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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	01/22/2026		M		7,564	A	$13.22	24,999	I	by trust(1)
Common Stock								92,598	D(2)

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
Employee Stock Option (Right to buy)	$13.22	01/22/2026		M			7,564	(3)	12/31/2032	Common Stock	7,564	$0	186,963	D

Explanation of Responses:

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

2. 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.

3. 1/48 of the shares subject to the option shall vest on January 20, 2023 and at the end of each successive one-month period thereafter, subject to the Reporting Person continuing as a service provider through each such date.

Remarks:

	/s/ Steven Madrid, by power of attorney	01/23/2026
	** 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.

FAQ

What did Upstart (UPST) insider Scott Darling report in this Form 4?

The filing shows Chief Legal Officer Scott Darling exercised an employee stock option on January 22, 2026 for 7,564 shares of Upstart common stock at an exercise price of $13.22 per share, with the resulting shares held by the Darling Family Trust.

How many Upstart (UPST) shares does the Darling Family Trust hold after this transaction?

After the option exercise and share acquisition, the Darling Family Trust holds 24,999 shares of Upstart common stock, reported as indirect ownership by Scott Darling.

How many Upstart (UPST) shares does Scott Darling own directly after the reported transaction?

Following the reported activity, Scott Darling is shown as directly owning 92,598 shares of Upstart common stock, separate from the shares held indirectly through the Darling Family Trust.

What derivative securities related to Upstart (UPST) does Scott Darling hold after this Form 4?

After the transaction, Scott Darling holds 186,963 employee stock options directly, each representing the right to buy one share of Upstart common stock, with an exercise price of $13.22 for the option series involved in this filing.

How do the restricted stock units (RSUs) reported for Upstart (UPST) work in this filing?

The filing explains that certain reported securities are restricted stock units (RSUs), where each RSU represents a contingent right to receive one share of Upstart common stock, subject to the applicable vesting schedule and conditions of each RSU grant.

What is the vesting schedule for the Upstart (UPST) stock option in this Form 4?

According to the footnote, 1/48 of the option shares vest on January 20, 2023, and 1/48 continues to vest at the end of each successive one-month period thereafter, as long as Scott Darling continues as a service provider through each vesting date.