[Form 4] Upstart Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Upstart Holdings insider Scott Darling executed an option exercise and contemporaneous sale under a Rule 10b5-1 plan on 09/17/2025. The filing shows exercise of an employee stock option to acquire 1,000 shares at an exercise price of $13.22 per share, and the sale of 1,000 shares at a weighted average price of $70.0095 per share. After these transactions the reporting person beneficially owned 123,898 shares of common stock. The filing also discloses employee stock options covering a total of 199,527 underlying shares, and that certain shares counted in holdings are restricted stock units subject to vesting.

Positive

• Transaction executed pursuant to a Rule 10b5-1 trading plan, indicating pre-arranged execution
• Significant retained holdings: 123,898 shares beneficially owned after the transactions
• Substantial option exposure remains: options covering 199,527 underlying shares

Negative

• Insider sold 1,000 shares at a weighted average price of $70.0095, reducing common stock holdings from 124,898 to 123,898
• Some holdings are restricted stock units (RSUs) and remain subject to vesting conditions

Insights

Securities Analyst

TL;DR: Routine insider exercise and sale under a 10b5-1 plan; holdings remain material.

The Form 4 documents a planned exercise of an employee option and an immediate sale of the same number of shares under a Rule 10b5-1 trading plan adopted May 30, 2025. The exercise price was $13.22 and the sale realized a weighted average of $70.0095, representing a material per-share gain relative to exercise price. Post-transaction beneficial ownership remains significant at 123,898 shares, plus options covering 199,527 underlying shares and RSUs subject to vesting. This is a transactional disclosure rather than a signal of changed control or corporate action.

Corporate Governance Expert

TL;DR: Properly documented 10b5-1 execution; no governance red flags in the filing itself.

The filing states the trades were effected pursuant to a Rule 10b5-1 plan adopted May 30, 2025 and includes the required explanations and signature via power of attorney. The disclosure identifies the reporting person as Chief Legal Officer and provides clear post-transaction holdings and option schedules. There are no indications in this Form 4 of accelerated vesting, related-party transactions, or deviations from standard insider-plan execution.

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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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).

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)
09/17/2025

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	09/17/2025		M(1)		1,000	A	$13.22	124,898(2)	D
Common Stock	09/17/2025		S(1)		1,000	D	$70.0095(3)	123,898	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
Employee Stock Option (Right to buy)	$13.22	09/17/2025		M(1)			1,000	(4)	12/31/2032	Common Stock	1,000	$13.22	199,527	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 listed in Column 5 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.01. 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. 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	09/19/2025
	** 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

What did Scott Darling (UPST) do in this Form 4 filing?

He exercised an employee option to acquire 1,000 shares at $13.22 and sold 1,000 shares at a weighted average price of $70.0095 on 09/17/2025.

Were the trades part of a pre-arranged plan for UPST insider Scott Darling?

Yes. The Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted May 30, 2025.

How many shares does Scott Darling beneficially own after the transactions?

123,898 shares of common stock are reported as beneficially owned following the transactions.

Does the filing disclose any derivative or option holdings for the reporting person?

Yes. The filing reports employee stock options with an exercise price of $13.22 and options covering 199,527 underlying shares outstanding after the transaction.

Were any shares subject to vesting?

Yes. The filing explains that certain securities in the ownership total are restricted stock units (RSUs) that vest according to their schedules.