Upstart (NASDAQ: UPST) exec sells 18,945 shares, partly for RSU taxes

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) reported insider transactions by Sanjay Datta, President, Capital & Enterprise. On August 19, 2026, he sold 10,000 shares of common stock in open-market transactions at a weighted average price of $31.4633 per share. On August 20, 2026, he sold 8,945 shares at a weighted average price of $28.0937 per share, and the company states these shares were sold to cover tax withholding obligations related to vesting restricted stock units (RSUs), some of which remain subject to vesting conditions.

Insider Trade Summary

Net Seller: 18,945 shares

Net Sell 2 txns

Insider Datta Sanjay

Role President, Capital& Enterprise

Sold 18,945 shs ($566K)

Type	Security	Shares	Price	Value
Sale	Common Stock F2, F3, F4	8,945	$28.0937	$251K
Sale	Common Stock F1	10,000	$31.4633	$315K

Holdings After Transaction: Common Stock — 292,578 shares (Direct)

Footnotes (4)

1. F1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.415 to $31.50. 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.
2. F2. These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).
3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.98 to $28.475. 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.
4. F4. 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

Total shares sold: 18,945 shares Shares sold on 2026-08-19: 10,000 shares Weighted average price on 2026-08-19: $31.4633 per share +2 more

5 metrics

Total shares sold 18,945 shares Combined sales reported for August 19–20, 2026

Shares sold on 2026-08-19 10,000 shares Open-market sale of common stock by Sanjay Datta

Weighted average price on 2026-08-19 $31.4633 per share Multiple transactions between $31.415 and $31.50

Shares sold on 2026-08-20 8,945 shares Sale to cover tax withholding on RSU vesting

Weighted average price on 2026-08-20 $28.0937 per share Multiple transactions between $27.98 and $28.475

Key Terms

weighted average price, tax withholding obligations, restricted stock units (RSUs), contingent right

4 terms

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.

tax withholding obligations financial

"These shares were sold to cover tax withholding obligations in connection"

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.

contingent right financial

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

FAQ

What insider transactions did UPST executive Sanjay Datta report in this Form 4?

Sanjay Datta reported two sales of Upstart Holdings, Inc. common stock: 10,000 shares on August 19, 2026 at a weighted average price of $31.4633, and 8,945 shares on August 20, 2026 at a weighted average price of $28.0937.

How many UPST shares did Sanjay Datta sell in total in this filing?

Across both reported transactions, Sanjay Datta sold a total of 18,945 shares of Upstart Holdings, Inc. common stock, combining 10,000 shares sold on August 19, 2026 and 8,945 shares sold on August 20, 2026.

What prices did Sanjay Datta receive for his UPST share sales?

The August 19, 2026 sale averaged $31.4633 per share, based on multiple trades between $31.415 and $31.50. The August 20, 2026 sale averaged $28.0937 per share, based on multiple trades between $27.98 and $28.475.

Were any of Sanjay Datta’s UPST sales related to tax withholding on RSUs?

Yes. The filing states that the 8,945 shares sold on August 20, 2026 were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).

Does Sanjay Datta still hold RSUs of UPST after these transactions?

Yes. The filing notes that certain of the reported securities are RSUs, each representing a contingent right to receive one share of common stock, subject to the applicable vesting schedule and conditions.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/21/2026 - 06:24 PM Accepted by SEC EDGAR 08/21/2026 - 06:23 PM Learn about SEC filing dates

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^*

Datta Sanjay

(Last) (First) (Middle)

C/O UPSTART HOLDINGS, INC.

220 PARK ROAD, SUITE 500

(Street)

BURLINGAME CALIFORNIA 94010

(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)
	President, Capital& Enterprise

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026

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	08/19/2026		S		10,000	D	$31.4633(1)	301,523	D
Common Stock	08/20/2026		S		8,945(2)	D	$28.0937(3)	292,578(4)	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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.415 to $31.50. 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.

2. These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.98 to $28.475. 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.

4. 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:

	/s/ Steven Madrid, by power of attorney	08/21/2026
	** 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)