Upstart (NASDAQ: UPST) officer sale under Rule 10b5-1 plan

Rhea-AI Filing Summary

Upstart Holdings, Inc. officer Natalia Mirgorodskaya sold 866 shares of common stock in an open-market transaction at $28.79 per share. The transaction was executed under a pre-arranged Rule 10b5-1 trading plan adopted on May 30, 2025.

After this sale, she held 25,289 shares of Upstart common stock, some of which are in the form of restricted stock units that convert into shares only if their vesting conditions are met.

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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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^*

Mirgorodskaya Natalia

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		S(1)		866	D	$28.79	25,289(2)	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 sale reported on this Form 4 was 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.

Remarks:

Chief Accounting Officer and Controller

	/s/ Scott Darling	02/26/2026
	** 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.

FAQ

What insider transaction did Upstart (UPST) report for Natalia Mirgorodskaya?

Upstart reported that officer Natalia Mirgorodskaya sold 866 shares of common stock in an open-market transaction at $28.79 per share. Following this sale, she held a total of 25,289 Upstart shares, including shares represented by restricted stock units subject to vesting.

At what price did the Upstart (UPST) insider shares sell on this Form 4?

The reported Upstart insider sale was executed at $28.79 per share for 866 common shares. This open-market transaction reflects the average sale price disclosed, and the filing shows the remaining ownership position after the sale in the common stock of Upstart.

Was the Upstart (UPST) insider sale made under a Rule 10b5-1 plan?

Yes. The filing states the sale was effected under a Rule 10b5-1 trading plan adopted by the reporting person on May 30, 2025. Such plans pre-schedule trades, allowing insiders to systematically sell shares over time under predetermined conditions.

How many Upstart (UPST) shares does Natalia Mirgorodskaya hold after this transaction?

After the reported sale, Natalia Mirgorodskaya held 25,289 shares of Upstart common stock. The filing notes that certain securities in this total are restricted stock units, which each represent a contingent right to receive one share upon satisfaction of vesting terms.

What are the restricted stock units (RSUs) mentioned in the Upstart (UPST) Form 4?

The Form 4 notes that some securities in the post-transaction holding column are restricted stock units. Each RSU represents a contingent right to receive one Upstart common share, subject to the specific vesting schedule and conditions applicable to each RSU award.