Upstart (NASDAQ: UPST) president sells shares to cover RSU taxes

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) reported an insider transaction by officer Sanjay Datta, President, Capital & Enterprise. On 2026-08-17 he sold 2,033 shares of common stock at a weighted average price of $29.3571 per share in multiple trades between $29.17 and $29.52. The shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units (RSUs). After this transaction, Datta directly holds 311,523 shares of common stock, certain of which are RSUs, each representing a contingent right to receive one share of common stock, subject to applicable vesting conditions.

Insider Trade Summary

Net Seller: 2,033 shares

Net Sell 1 txn

Insider Datta Sanjay

Role President, Capital& Enterprise

Sold 2,033 shs ($60K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2, F3	2,033	$29.3571	$60K

Holdings After Transaction: Common Stock — 311,523 shares (Direct)

Footnotes (3)

1. F1. These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.17 to $29.52. 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. F3. 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

Shares sold: 2,033 shares Weighted average sale price: $29.3571 per share Sale price range: $29.17–$29.52 per share +1 more

4 metrics

Shares sold 2,033 shares Common stock sale on 2026-08-17 to cover tax withholding

Weighted average sale price $29.3571 per share Average price for the 2,033 shares sold on 2026-08-17

Sale price range $29.17–$29.52 per share Price range of multiple transactions comprising the reported sale

Shares owned after transaction 311,523 shares Direct holdings reported after the 2026-08-17 sale

Key Terms

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

3 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.

contingent right financial

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

FAQ

What insider transaction did UPST executive Sanjay Datta report on this Form 4?

Sanjay Datta reported selling 2,033 UPST shares on 2026-08-17. The sale was executed at a weighted average price of $29.3571 per share in multiple trades between $29.17 and $29.52.

Why did Sanjay Datta sell 2,033 shares of UPST stock?

The 2,033 shares were sold to cover tax withholding obligations related to the vesting of RSUs. This means the sale was tied to equity compensation vesting rather than a discretionary reduction of his overall economic exposure.

What is Sanjay Datta’s UPST share ownership after this reported sale?

Following the transaction, Sanjay Datta directly holds 311,523 UPST shares. Certain of these holdings are restricted stock units (RSUs), each representing a contingent right to receive one share of common stock upon satisfying vesting conditions.

At what prices were Sanjay Datta’s UPST shares sold on 2026-08-17?

The reported weighted average sale price was $29.3571 per share. The shares were sold in multiple transactions at prices ranging from $29.17 to $29.52, with full pricing details available upon request to the company or the SEC.

Are Sanjay Datta’s UPST holdings entirely in common stock or also in RSUs?

His reported post-transaction position of 311,523 shares includes restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of UPST common stock, subject to the applicable vesting schedule and conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/19/2026 - 06:21 PM Accepted by SEC EDGAR 08/19/2026 - 06:20 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)
08/17/2026

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	08/17/2026		S(1)		2,033	D	$29.3571(2)	311,523(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 $29.17 to $29.52. 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.

Remarks:

	/s/ Steven Madrid, by power of attorney	08/19/2026
	** 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)