Why did Scott Darling’s Upstart (UPST) Form 4 show sales related to RSUs?

Some shares were sold to cover tax withholding on vested RSUs. A footnote notes that certain shares were disposed of specifically to satisfy tax obligations arising from the vesting of restricted stock units, rather than as discretionary sales aimed at changing overall investment exposure.

Upstart (NASDAQ: UPST) CLO logs 6,868-share sale and trust transfers

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Upstart Holdings' Chief Legal Officer Scott Darling reported insider transactions involving company common stock. Entities associated with him sold a net 6,868 shares on February 20, 2026, with open-market sales priced around $29.854 and $30.25 per share.

Footnotes state that part of the sale was to cover tax withholding from vesting restricted stock units, and that one sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on May 30, 2025. Other zero-price entries reflect a change in ownership form, moving 6,638 shares between direct holdings and the Darling Family Trust.

Insider Trade Summary

Net Seller: 6,868 shares ($205,192)

Net Sell 4 txns

Insider Darling Scott

Role Chief Legal Officer

Sold 6,868 shs ($205K)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,478	$29.854	$193K
Other	Common Stock	6,638	$0.00	--
Other	Common Stock	6,638	$0.00	--
Sale	Common Stock	390	$30.25	$12K

Holdings After Transaction: Common Stock — 86,120 shares (Direct); Common Stock — 32,027 shares (Indirect, by trust)

Footnotes (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 $29.60 to $30.255. 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. No consideration; change in form of ownership only. Includes 390 shares acquired on February 13, 2026 under the Issuer's 2020 Employee Stock Purchase Plan. The shares are held by the Darling Family Trust. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 30, 2025.

Form 4 Insider Transactions: What Each Field Means →

02/24/2026 - 04:46 PM

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^*

Darling Scott

(Last)

(First)

(Middle)

C/O UPSTART HOLDINGS, INC.

2950 S. DELAWARE STREET, SUITE 410

(Street)

SAN MATEO

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)
02/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2026		S⁽¹⁾		6,478	D	$29.854⁽²⁾	86,120	D⁽³⁾
Common Stock	02/20/2026		J		6,638	D	⁽⁴⁾	79,482	D⁽³⁾
Common Stock	02/20/2026		J		6,638	A	⁽⁴⁾	32,027⁽⁵⁾	I	by trust⁽⁶⁾
Common Stock	02/20/2026		S⁽⁷⁾		390	D	$30.25	31,637	I	by trust⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $29.60 to $30.255. 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.

4. No consideration; change in form of ownership only.

5. Includes 390 shares acquired on February 13, 2026 under the Issuer's 2020 Employee Stock Purchase Plan.

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

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

Remarks:

	/s/ Steven Madrid, by power of attorney	02/24/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Upstart (UPST) disclose in this Form 4 for Scott Darling?

Upstart reported insider stock transactions involving Chief Legal Officer Scott Darling. On February 20, 2026, associated accounts sold a net 6,868 common shares, some to satisfy tax withholding on vested RSUs, with additional movements reflecting changes in how shares are held rather than new buying or selling.

How many Upstart (UPST) shares were sold and at what prices?

A total of 6,868 Upstart common shares were sold in open-market transactions. One sale covered 6,478 shares at a weighted average price of about $29.854, with prices ranging from $29.60 to $30.255, and another sale involved 390 shares at $30.25 per share.

Were the Upstart (UPST) insider sales under a Rule 10b5-1 plan?

Yes, one of the reported sales was executed under a Rule 10b5-1 plan. A footnote explains that the sale disclosed in this Form 4 was carried out pursuant to a pre-arranged Rule 10b5-1 trading plan adopted by the reporting person on May 30, 2025.

What is the role of the Darling Family Trust in Upstart (UPST) holdings?

The Darling Family Trust holds a portion of the reported Upstart shares. Indirect ownership entries indicate shares are held by the Darling Family Trust, and some transactions simply change the form of ownership between direct holdings and the trust without any consideration paid or received.

Did Scott Darling acquire any Upstart (UPST) shares through an employee plan?

Yes, a footnote references acquisition through an employee stock purchase plan. It states that indirect holdings include 390 shares acquired on February 13, 2026, under Upstart’s 2020 Employee Stock Purchase Plan, which are part of the position later involved in an open-market sale.