Upstart (NASDAQ: UPST) CFO disposes 7,044 shares to cover RSU tax withholding

Rhea-AI Filing Summary

Upstart Holdings, Inc. Chief Financial Officer Andrea Blankmeyer reported selling a total of 7,044 shares of common stock on May 15, 2026 in open-market transactions at weighted average prices around $28.96 to $30.54. According to the filing footnotes, these sales were made to cover tax withholding obligations tied to the vesting of restricted stock units (RSUs), a common administrative step when equity awards vest. After these dispositions, she continues to hold over 160,000 shares directly, indicating the transactions represent a relatively small portion of her overall stake.

Insights

Equity compensation and insider-trading analyst

CFO’s reported sales are small, tax-driven, and routine in nature.

The filing shows Andrea Blankmeyer, CFO of Upstart Holdings, sold 7,044 shares of common stock in three open-market transactions on May 15, 2026 at prices between about $28.96 and $30.54. Footnotes state the sales were to cover tax withholding obligations from vesting RSUs.

Sales made to fund tax liabilities on equity awards are typically mechanical rather than discretionary portfolio moves. The filing also indicates she retains over 160,000 shares directly, so the dispositions represent only a small fraction of her reported holdings.

Given the tax-withholding purpose and modest scale relative to her remaining position, these transactions look like routine compensation-related activity, with limited informational value about management’s view of UPST beyond ordinary equity award administration.

Insider Trade Summary

Net Seller: 7,044 shares ($208,703)

Net Sell 3 txns

Insider Blankmeyer Andrea

Role Chief Financial Officer

Sold 7,044 shs ($209K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,759	$28.9602	$80K
Sale	Common Stock	4,184	$30.0471	$126K
Sale	Common Stock	101	$30.5403	$3K

Holdings After Transaction: Common Stock — 166,668 shares (Direct, null)

Footnotes (1)

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 $28.435 to $29.43. 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 $29.48 to $30.45. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.54 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 (total): 7,044 shares Sale block 1: 2,759 shares at $28.9602 Sale block 2: 4,184 shares at $30.0471 +2 more

5 metrics

Shares sold (total) 7,044 shares Common stock sold by CFO on May 15, 2026

Sale block 1 2,759 shares at $28.9602 Open-market sale of common stock

Sale block 2 4,184 shares at $30.0471 Open-market sale of common stock

Sale block 3 101 shares at $30.5403 Open-market sale of common stock

Net buy/sell direction Net-sell of 7,044 shares transactionSummary netBuySellShares

Key Terms

restricted stock units (RSUs), weighted average price, open-market sale, tax withholding obligations, +1 more

5 terms

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.

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""

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.

tax withholding obligations financial

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

contingent right financial

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

Form 4 Insider Transactions: What Each Field Means →

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^*

Blankmeyer Andrea

(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)
	Chief Financial Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2026		S(1)		2,759	D	$28.9602(2)	166,668(3)	D
Common Stock	05/15/2026		S(1)		4,184	D	$30.0471(4)	162,484(3)	D
Common Stock	05/15/2026		S(1)		101	D	$30.5403(5)	162,383(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 $28.435 to $29.43. 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 $29.48 to $30.45. 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.54 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)

FAQ

What did Upstart (UPST) CFO Andrea Blankmeyer report in this Form 4?

She reported selling 7,044 Upstart shares on May 15, 2026 in three open-market transactions. The weighted average prices ranged from about $28.96 to $30.54, and the filing states the sales were connected to RSU-related tax withholding obligations.

How many Upstart (UPST) shares did the CFO sell and at what prices?

The CFO sold 7,044 common shares in total, split among 2,759, 4,184 and 101-share trades. Weighted average sale prices were approximately $28.96, $30.05 and $30.54, reflecting multiple executions within narrow price ranges on May 15, 2026.

Why were Upstart (UPST) CFO Andrea Blankmeyer’s shares sold according to the Form 4 footnotes?

The sales were made to cover tax withholding obligations arising from the vesting of restricted stock units (RSUs). This means shares were sold primarily to pay required taxes on equity compensation, rather than as a discretionary reduction of her investment position.

Does the Upstart (UPST) CFO still hold a significant number of shares after these sales?

Yes, the filing shows she still holds over 160,000 shares directly. Compared with this six-figure position, the 7,044 shares sold represent a relatively small portion of her stake, suggesting the transactions are mainly administrative and compensation-related.

Were these Upstart (UPST) CFO share sales open-market transactions?

Yes, the Form 4 classifies them as open-market sales of common stock. Each line item uses transaction code “S” and describes an open-market or private sale, with footnotes providing weighted average prices and price ranges for the multiple executions involved.

What role do RSUs play in the Upstart (UPST) CFO’s reported Form 4 transactions?

The sales are linked to vesting of restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of common stock upon vesting, and the footnotes explain that shares were sold to satisfy tax withholding obligations triggered by this vesting.