[Form 4] Upstart Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) reported insider activity by an officer on a Form 4 dated 11/20/2025. The reporting person exercised an employee stock option to acquire 6,900 shares of common stock at an exercise price of $1.35 per share. On the same date, they sold 741 shares at a weighted average price of $36.582 and separately sold 80 shares at $36.95.

The filing explains that the sales were made to cover tax withholding obligations related to vesting restricted stock units, and that certain holdings are RSUs, each representing one share of common stock upon vesting. After these transactions, the reporting person directly beneficially owned 27,160 shares of Upstart common stock. All shares subject to the reported option are fully vested and exercisable.

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^*

Mirgorodskaya Natalia

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

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	11/20/2025		M		6,900	A	$35.58	27,981(1)	D
Common Stock	11/20/2025		S(2)		741	D	$36.582(3)	27,240(1)	D
Common Stock	11/20/2025		S(2)		80	D	$36.95	27,160(1)	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
Employee Stock Option (Right to buy)	$1.35	11/20/2025		M			6,900	(4)	12/28/2026	Common Stock	6,900	$0	4,600	D

Explanation of Responses:

1. 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.

2. These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.935 to $36.85. 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.

4. All of the shares subject to this option are fully vested and exercisable as of the date hereof.

Remarks:

	/s/ Steven Madrid, by power of attorney	11/24/2025
	** 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 transactions did the UPST officer report on this Form 4?

The officer reported exercising an employee stock option to acquire 6,900 shares of Upstart common stock at an exercise price of $1.35 per share, and selling 741 shares at a weighted average price of $36.582 plus 80 shares at $36.95 on 11/20/2025.

Why were some Upstart (UPST) shares sold by the reporting person?

The filing states that the reported share sales were made to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).

How many UPST shares does the insider own after the reported transactions?

Following the reported option exercise and sales, the reporting person directly beneficially owned 27,160 shares of Upstart common stock.

What type of derivative security was involved in the UPST Form 4 filing?

The derivative security was an employee stock option with a right to buy Upstart common stock at an exercise price of $1.35 per share, covering 6,900 underlying shares.

Are the options in this UPST insider transaction vested and exercisable?

The document notes that all shares subject to the reported option are fully vested and exercisable as of the transaction date.

How are RSUs described in this Upstart (UPST) insider report?

The filing explains that certain holdings are restricted stock units (RSUs), each representing a contingent right to receive one share of common stock, subject to vesting schedules and conditions.