Upstart (NASDAQ: UPST) officer exercises stock options to acquire 4,600 shares

Rhea-AI Filing Summary

Upstart Holdings, Inc. officer Natalia Mirgorodskaya exercised employee stock options to acquire 4,600 shares of Common Stock at an exercise price of $1.35 per share. These options were fully vested and exercisable. After the transaction, she directly holds 38,874 shares of Common Stock.

Insider Trade Summary

4,600 shares exercised/converted

Mixed 2 txns

Insider Mirgorodskaya Natalia

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to buy)	4,600	$0.00	--
Exercise	Common Stock	4,600	$1.35	$6K

Holdings After Transaction: Employee Stock Option (Right to buy) — 0 shares (Direct, null); Common Stock — 38,874 shares (Direct, null)

Footnotes (1)

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

Key Figures

Options exercised: 4,600 shares Exercise price: $1.35 per share Shares held after: 38,874 shares +1 more

4 metrics

Options exercised 4,600 shares Employee stock option exercise into common stock

Exercise price $1.35 per share Strike price for 4,600 exercised options

Shares held after 38,874 shares Direct common stock ownership after transaction

Exercised option expiration 2026-12-28 Original expiration date of exercised options

Key Terms

Employee Stock Option (Right to buy), restricted stock units (RSUs), derivative security

3 terms

Employee Stock Option (Right to buy) financial

"security_title: "Employee Stock Option (Right to buy)""

restricted stock units (RSUs) financial

"Certain of these securities are 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.

derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Form 4 Insider Transactions: What Each Field Means →

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.

2950 S. DELAWARE STREET, SUITE 410

(Street)

SAN MATEO CALIFORNIA 94403

(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)
05/15/2026

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	05/15/2026		M		4,600	A	$1.35	38,874(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	05/15/2026		M			4,600	(2)	12/28/2026	Common Stock	4,600	$0	0	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. All of the shares subject to this option are fully vested and exercisable as of the date hereof.

Remarks:

Chief Accounting Officer and Controller

	/s/ Steven Madrid, by power of attorney	05/18/2026
	** 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)

FAQ

What did Upstart (UPST) officer Natalia Mirgorodskaya report in this Form 4?

She reported exercising employee stock options to acquire 4,600 Upstart common shares at a $1.35 exercise price. This transaction converts a derivative award into actual stock ownership, reflecting routine compensation-related activity rather than an open-market purchase or sale.

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

After the option exercise, she directly holds 38,874 shares of Upstart common stock. This figure reflects her post-transaction ownership as reported in the Form 4 and provides context for the relative size of the 4,600-share option exercise.

What type of security did the Upstart (UPST) Form 4 transaction involve?

The transaction involved an employee stock option, described as a right to buy Upstart common stock. Exercising this fully vested option at $1.35 per share resulted in receiving 4,600 common shares and reducing the option position to zero in this award.

Was the Upstart (UPST) Form 4 a market buy or sell of shares?

No, the filing reports an option exercise, not an open-market buy or sell. The insider converted 4,600 stock options into common shares at a fixed $1.35 exercise price, a typical compensation-related event rather than a discretionary market trade.

Does the Upstart (UPST) Form 4 mention restricted stock units (RSUs)?

Yes, a footnote notes that certain securities are restricted stock units, each representing a right to receive one share. These RSUs vest over time under specified conditions, separate from the specific employee stock option that was exercised in this reported transaction.