Upstart (NASDAQ: UPST) officer sells 526 shares to cover RSU tax

Rhea-AI Filing Summary

Upstart Holdings, Inc. officer Natalia Mirgorodskaya reported an open-market sale of 526 shares of Common Stock on May 20, 2026 at a weighted average price of $28.7719 per share. According to the filing, these shares were sold to cover tax withholding obligations tied to vesting restricted stock units. After this transaction, she directly holds 38,348 shares of Upstart common stock. The sale occurred through multiple trades at prices between $28.36 and $28.99 per share.

Insider Trade Summary

Net Seller: 526 shares ($15,134)

Net Sell 1 txn

Insider Mirgorodskaya Natalia

Role See Remarks

Sold 526 shs ($15K)

Type	Security	Shares	Price	Value
Sale	Common Stock	526	$28.7719	$15K

Holdings After Transaction: Common Stock — 38,348 shares (Direct, null)

Footnotes (1)

1. These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.36 to $28.99. 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. Certain of these securities are 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.

Key Figures

Shares sold: 526 shares Weighted average sale price: $28.7719 per share Share price range: $28.36 to $28.99 +1 more

4 metrics

Shares sold 526 shares Open-market sale on May 20, 2026

Weighted average sale price $28.7719 per share Common Stock sale on May 20, 2026

Share price range $28.36 to $28.99 Multiple transactions comprising reported sale

Shares held after transaction 38,348 shares Direct ownership following May 20, 2026 sale

Key Terms

restricted stock units (RSUs), weighted average price, contingent right, open-market sale

4 terms

restricted stock units (RSUs) financial

"These shares were sold to cover tax withholding obligations in connection with the vesting of 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.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

contingent right financial

"Each RSU represents a contingent right to receive one share of Common Stock"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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)
05/20/2026

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	05/20/2026		S(1)		526	D	$28.7719(2)	38,348(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. These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.36 to $28.99. 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.

3. Certain of these securities are 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:

Chief Accounting Officer and Controller

	/s/ Steven Madrid, by power of attorney	05/21/2026
	** 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 insider transaction did Upstart (UPST) report for Natalia Mirgorodskaya?

Upstart reported that officer Natalia Mirgorodskaya sold 526 shares of Common Stock. The transaction occurred on May 20, 2026 as an open-market sale, primarily to cover tax withholding obligations related to vesting restricted stock units.

At what price were the UPST shares sold in this Form 4 filing?

The shares were sold at a weighted average price of $28.7719 per share. The filing notes multiple trades executed at prices ranging from $28.36 to $28.99, with full breakdowns available upon request from the company or regulators.

Why did the Upstart officer sell 526 UPST shares?

The filing states the 526 shares were sold to cover tax withholding obligations connected with the vesting of restricted stock units. Such sales are typically administrative, helping satisfy tax requirements when stock-based awards convert into common shares.

How many Upstart (UPST) shares does Natalia Mirgorodskaya hold after the sale?

After the reported transaction, Natalia Mirgorodskaya directly holds 38,348 shares of Upstart Common Stock. This indicates the 526 shares sold represented a relatively small portion of her overall direct equity position in the company.

Were the sold UPST shares related to stock options or RSUs?

The filing notes that certain securities are restricted stock units (RSUs), each representing a contingent right to one share of Common Stock. The sale of 526 shares was specifically described as covering tax withholding obligations arising from RSU vesting events.