Tax-covering stock sale by Upstart (NASDAQ: UPST) president Datta

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Upstart Holdings, Inc. executive Datta Sanjay, President, Capital & Enterprise, sold a total of 1,817 shares of common stock in open-market transactions. The sales were made to cover tax withholding obligations related to the vesting of restricted stock units. After these trades, he continues to hold 336,541 shares directly, indicating the transactions represent a small portion of his overall stake.

Insider Trade Summary

Net Seller: 1,817 shares ($53,707)

Net Sell 2 txns

Insider Datta Sanjay

Role President, Capital& Enterprise

Sold 1,817 shs ($54K)

Type	Security	Shares	Price	Value
Sale	Common Stock	806	$28.9619	$23K
Sale	Common Stock	1,011	$30.0334	$30K

Holdings After Transaction: Common Stock — 337,552 shares (Direct, null)

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 $28.43 to $29.41. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.65 to $30.55. 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.

Key Figures

Shares sold (first trade): 806 shares at $28.9619 Shares sold (second trade): 1,011 shares at $30.0334 Total shares sold: 1,817 shares +3 more

6 metrics

Shares sold (first trade) 806 shares at $28.9619 Open-market sale of common stock on 2026-05-15

Shares sold (second trade) 1,011 shares at $30.0334 Open-market sale of common stock on 2026-05-15

Total shares sold 1,817 shares Net insider sales reported in this Form 4

Shares held after transactions 336,541 shares Direct ownership of Upstart common stock after sales

Price range (first weighted average) $28.43–$29.41 Multiple transactions underlying weighted average price in one sale

Price range (second weighted average) $29.65–$30.55 Multiple transactions underlying weighted average price in other sale

Key Terms

tax withholding obligations, restricted stock units (RSUs), weighted average price, open-market sale

4 terms

tax withholding obligations financial

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

restricted stock units (RSUs) financial

"Certain of these securities are RSUs. Each RSU represents a contingent right"

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.

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.

open-market sale financial

"transaction_action: open-market sale of common stock"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 05:07 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^*

Datta Sanjay

(Last)

(First)

(Middle)

C/O UPSTART HOLDINGS, INC.

2950 S. DELAWARE STREET, SUITE 410

(Street)

SAN MATEO

CALIFORNIA

94403

(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)
05/15/2026

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)
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	05/15/2026		S⁽¹⁾		806	D	$28.9619⁽²⁾	337,552⁽³⁾	D
Common Stock	05/15/2026		S⁽¹⁾		1,011	D	$30.0334⁽⁴⁾	336,541⁽³⁾	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)
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 $28.43 to $29.41. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.65 to $30.55. 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.

Remarks:

	/s/ Steven Madrid, by power of attorney	05/18/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Upstart (UPST) report for Datta Sanjay?

Upstart reported that executive Datta Sanjay sold 1,817 shares of common stock. The sales were made in two open-market transactions and were specifically to cover tax withholding obligations tied to the vesting of his restricted stock units (RSUs).

At what prices did Datta Sanjay sell Upstart (UPST) shares?

Datta Sanjay sold 806 Upstart shares at a weighted average price of $28.9619 and 1,011 shares at a weighted average price of $30.0334. Both transactions were reported as open-market sales of common stock.

How many Upstart (UPST) shares does Datta Sanjay hold after the Form 4 sales?

Following these transactions, Datta Sanjay holds 336,541 shares of Upstart common stock directly. This remaining position shows that the 1,817 shares sold to cover RSU-related tax withholding are a relatively small part of his overall ownership.

Why did Datta Sanjay sell Upstart (UPST) shares according to the Form 4 footnotes?

The footnotes state the shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units. This means the transactions were tied to equity compensation vesting rather than discretionary reductions of his overall Upstart stake.

What does the Form 4 reveal about Datta Sanjay’s Upstart (UPST) RSUs?

The filing notes that certain securities are restricted stock units, with each RSU representing a contingent right to receive one share of common stock. Those RSUs vest according to their applicable schedules and conditions before converting into actual Upstart shares.

How many Upstart (UPST) shares did Datta Sanjay sell in total on the reported date?

On the reported transaction date, Datta Sanjay sold a total of 1,817 Upstart common shares. This total reflects two open-market sales of 806 and 1,011 shares, primarily to satisfy tax withholding obligations linked to RSU vesting.