UPST CLO exercises options at $13.22; sells shares at $55.01

Rhea-AI Filing Summary

Upstart (UPST) Chief Legal Officer reported a routine Form 4 transaction on 10/24/2025. The insider exercised 1,000 stock options at $13.22 and immediately sold 1,000 shares at a weighted average $55.0124, executed under a Rule 10b5-1 plan adopted May 30, 2025. Following these transactions, 123,148 shares were beneficially owned indirectly by the Darling Family Trust, and 197,527 options remained beneficially owned directly. Certain holdings include RSUs subject to vesting.

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).

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^*

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)
10/24/2025

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	10/24/2025		M		1,000	A(1)	$13.22	124,148(2)(3)	I	by trust(4)
Common Stock	10/24/2025		S		1,000	D(1)	$55.0124(5)	123,148(2)	I	by trust(4)

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	10/24/2025		M(1)			1,000	(6)	12/31/2032	Common Stock	1,000	$0	197,527	D

Explanation of Responses:

1. The option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 30, 2025.

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. The number of shares held reflects the transfer of 124,148 shares of Common Stock from the Reporting Person to the Darling Family Trust, under agreement dated September 18, 2025, of which the Reporting Person and his spouse are co-trustees (the "Darling Family Trust").

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

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.00 to $55.03. 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.

6. 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	10/28/2025
	** 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 did UPST's CLO report on Form 4?

An option exercise of 1,000 shares at $13.22 and a sale of 1,000 shares at a weighted average $55.0124 on 10/24/2025.

Was the UPST insider trade under a 10b5-1 plan?

Yes. The transactions were effected under a Rule 10b5-1 trading plan adopted on May 30, 2025.

How many UPST shares were beneficially owned after the trade?

The filing shows 123,148 shares beneficially owned indirectly by the Darling Family Trust.

How many options remain held by the reporting person?

The report lists 197,527 derivative securities (stock options) beneficially owned following the transactions.

What does the weighted average sale price mean here?

Shares were sold in multiple trades between $55.00 and $55.03, resulting in a weighted average of $55.0124.

Are any holdings RSUs?

Yes. The filing states certain securities are RSUs, each representing a right to receive one share subject to vesting.