Upstart (NASDAQ: UPST) legal chief trades stock under 10b5-1 plan

Rhea-AI Filing Summary

Upstart Holdings, Inc. Chief Legal Officer Scott Darling reported several equity transactions dated January 5, 2026. He exercised 1,000 employee stock options at an exercise price of $13.22 per share, receiving the same number of Upstart common shares. After this, he held 93,598 common shares directly and 194,527 stock options beneficially.

The filing also shows internal transfers of 1,000 common shares with no consideration as a change in form of ownership, including shares held by the Darling Family Trust, and a sale of 1,000 common shares at $50.00 per share by the trust. The option exercise and related sale were carried out under a Rule 10b5-1 trading plan adopted on May 30, 2025.

Insights

Equity compensation and insider trading analyst

Routine option exercise, internal transfers, and a planned trust sale under a 10b5-1 plan, with substantial holdings remaining.

The reporting person, Scott Darling, exercised $13.22 employee stock options into 1,000 Upstart common shares on January 5, 2026, reducing derivative holdings to 194,527 options. A corresponding non-derivative entry shows those 1,000 shares acquired as common stock and brings his directly held common shares to 93,598, indicating continued significant equity exposure.

Additional entries coded "J" move 1,000 shares between direct ownership and the Darling Family Trust with footnote disclosure of "no consideration; change in form of ownership only," which is an internal reclassification rather than an economic trade. A separate "S" transaction shows the trust selling 1,000 shares at $50.00 per share, and these exercise-and-sale steps were executed under a pre-established Rule 10b5-1 trading plan adopted on May 30, 2025. Overall, this looks like routine portfolio and estate-structure management rather than a thesis-changing move, so the event impact is neutral.

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
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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)
01/05/2026

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	01/05/2026		M(1)		1,000	A	$13.22	93,598	D(2)
Common Stock	01/05/2026		J		1,000	D	(3)	92,598	D(2)
Common Stock	01/05/2026		J		1,000	A	(3)	18,435	I	by trust(4)
Common Stock	01/05/2026		S(1)		1,000	D	$50	17,435	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	01/05/2026		M			1,000	(5)	12/31/2032	Common Stock	1,000	$0	194,527	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. No consideration; change in form of ownership only.

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

5. 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	01/06/2026
	** 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

Who filed this Form 4 for Upstart Holdings (UPST) and what is their role?

The Form 4 was filed by Scott Darling, who is the Chief Legal Officer of Upstart Holdings, Inc.

What options did Scott Darling exercise in this Upstart (UPST) Form 4?

He exercised 1,000 employee stock options with an exercise price of $13.22 per share, converting them into 1,000 Upstart common shares on January 5, 2026.

How many Upstart (UPST) shares did the Darling Family Trust sell and at what price?

The Darling Family Trust sold 1,000 shares of Upstart common stock at a price of $50.00 per share on January 5, 2026.

What is the significance of the Rule 10b5-1 plan mentioned in the Upstart (UPST) Form 4?

The filing states that the option exercise and sale were effected under a Rule 10b5-1 trading plan adopted by Scott Darling on May 30, 2025, indicating the trades followed a pre-arranged plan.

How many Upstart (UPST) common shares does Scott Darling own directly after these transactions?

Following the reported transactions, Scott Darling beneficially owns 93,598 shares of Upstart common stock directly.

What does the "change in form of ownership only" mean in this Upstart (UPST) insider filing?

A footnote explains that some "J"-coded transactions involved no consideration and represent only a change in form of ownership, including shares held by the Darling Family Trust, rather than a purchase or sale.

Does Scott Darling still hold Upstart (UPST) stock options after this Form 4?

Yes. After exercising 1,000 options, he still beneficially owns 194,527 employee stock options linked to Upstart common stock.