Upstart (NASDAQ: UPST) executive reports share sale and new equity grants

Rhea-AI Filing Summary

Upstart Holdings executive Natalia Mirgorodskaya reported a small mix of stock sales and new equity awards. She sold 390 shares of common stock in an open-market transaction at $26.02 per share under a pre-arranged Rule 10b5-1 trading plan, leaving her with 34,274 shares of common stock held directly.

On the same filing, she reported an award of 9,375 restricted stock units, each representing one future share of common stock, and a grant of stock options covering 5,938 shares at an exercise price of $0.00. The RSUs vest quarterly starting on February 15, 2027, while one-twelfth of the option grant vests monthly starting on December 15, 2026, in each case as long as she continues as a service provider.

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

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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^*

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)
02/28/2026

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	02/28/2026		A		9,375(1)	A	$0	34,664(2)	D
Common Stock	03/02/2026		S(3)		390	D	$26.02	34,274	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)	$27.23	02/28/2026		A		5,938		(4)	02/29/2036	Common Stock	5,938	$0	5,938	D

Explanation of Responses:

1. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock. 1/4th of the RSUs shall vest on February 15, 2027 and at the end of each successive three month period thereafter, subject to the Reporting Person continuing as a service provider through each such date.

2. 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.

3. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 28, 2025.

4. 1/12th of the shares subject to the option shall vest on December 15, 2026 and each successive one-month period thereafter, subject to the Reporting Person continuing as a service provider through each such date.

Remarks:

Chief Accounting Officer and Controller

	/s/ Steven Madrid, by power of attorney	03/03/2026
	** 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 insider transactions did Natalia Mirgorodskaya report for Upstart (UPST)?

Natalia Mirgorodskaya reported a small open-market sale of 390 Upstart common shares at $26.02 each and received new equity awards, including restricted stock units and stock options, all held directly and subject to multi-year vesting schedules tied to continued service.

How many Upstart (UPST) shares did the insider sell and at what price?

She sold 390 Upstart common shares in an open-market transaction at an average price of $26.02 per share. The sale was executed under a Rule 10b5-1 trading plan, which pre-schedules trades, and she retained 34,274 common shares directly afterward.

What new equity awards did the Upstart (UPST) executive receive in this Form 4?

She received 9,375 restricted stock units, each convertible into one Upstart common share, and an option grant for 5,938 shares at an exercise price of $0.00. Both awards vest over time, conditioned on her continued service to the company.

When do the new Upstart (UPST) restricted stock units and options start vesting?

The restricted stock units begin vesting on February 15, 2027, with one quarter vesting initially and additional portions vesting every three months. The stock options start vesting on December 15, 2026, with one-twelfth of the grant vesting each month thereafter.

Was the Upstart (UPST) insider sale part of a trading plan?

Yes. The Form 4 states the 390-share sale was executed under a Rule 10b5-1 trading plan adopted on November 28, 2025. Such plans pre-arrange trade timing and size, helping separate personal trading decisions from day-to-day market or company events.

How many Upstart (UPST) shares does Natalia Mirgorodskaya hold after these transactions?

Following the reported open-market sale, she directly holds 34,274 Upstart common shares. In addition, she holds unvested restricted stock units and stock options that may become shares in the future as they vest under their respective schedules and service conditions.