Upstart exec sells 116K shares after option exercise

Upstart’s President, Capital & Enterprise exercised options for 300,000 shares and sold 116,000 shares of UPST stock in open-market transactions.

Rhea-AI Filing Summary

Upstart Holdings, Inc. executive Sanjay Datta (President, Capital & Enterprise) reported an option exercise-and-sale transaction. On September 8, 2026, he exercised 300,000 Employee Stock Options at an exercise price of $1.35 per share into Common Stock, then sold 116,000 shares of Common Stock at a weighted average price of $27.2948 per share in multiple trades. The option footnote states all shares under the option were fully vested and exercisable, and 302,607 options remain held directly after the exercise. The filing indicates no Rule 10b5-1 trading plan.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Datta Sanjay

Role President, Capital& Enterprise

Sold 116,000 shs ($3.17M)

Approx. gross sale proceeds $3.17M

Approx. exercise cost $405K

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to buy) F3	300,000	$0.00	$0.00
Exercise	Common Stock	300,000	$1.35	$405K
Sale	Common Stock F1, F2	116,000	$27.2948	$3.17M

Holdings After Transaction: Employee Stock Option (Right to buy) — 302,607 contracts (Direct); Common Stock — 476,578 shares (Direct)

Footnotes (3)

1. F1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.92 to $27.81. 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.
2. F2. Certain of these securities 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. F3. All of the shares subject to this option are fully vested and exercisable as of the date hereof.

Key Figures

Options exercised: 300,000 options Option exercise price: $1.35 per share Shares sold: 116,000 shares +2 more

5 metrics

Options exercised 300,000 options Employee Stock Options exercised into Common Stock on September 8, 2026

Option exercise price $1.35 per share Exercise price for 300,000 Employee Stock Options

Shares sold 116,000 shares Common Stock sold on September 8, 2026

Weighted average sale price $27.2948 per share Common shares sold at prices from $26.92 to $27.81

Remaining options held 302,607 options Options directly owned following the reported exercise

Key Terms

Employee Stock Option, weighted average price, restricted stock units (RSUs)

3 terms

Employee Stock Option financial

"security title is listed as "Employee Stock Option (Right to buy)""

An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

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.

restricted stock units (RSUs) financial

"Certain of these securities are 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.

FAQ

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

He reported an exercise-and-sale: exercising 300,000 stock options at $1.35 per share into Common Stock, and then selling 116,000 Common shares on September 8, 2026, in open-market transactions at a weighted average price of $27.2948 per share.

How many Upstart (UPST) shares did Sanjay Datta sell and at what price?

He sold 116,000 shares of Upstart Common Stock at a weighted average price of $27.2948 per share, with individual trade prices ranging from $26.92 to $27.81, as disclosed in the weighted-average footnote.

What options did Sanjay Datta exercise in this UPST Form 4 filing?

He exercised 300,000 Employee Stock Options, each with an exercise price of $1.35 per share, converting them into 300,000 shares of Upstart Common Stock. A footnote states that all shares subject to this option were fully vested and exercisable as of the transaction date.

How many Upstart options does Sanjay Datta hold after these transactions?

After the option exercise, he directly holds 302,607 options under the reported Employee Stock Option. These remaining option shares are reported as fully vested and exercisable as of the transaction date, according to the related footnote.

Was Sanjay Datta’s UPST stock sale made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as affirming a plan, and the footnotes do not indicate that the transactions were made pursuant to a Rule 10b5-1 or other pre-arranged trading plan.

Does the UPST Form 4 mention restricted stock units (RSUs) for Sanjay Datta?

Yes. A footnote states that certain securities are restricted stock units (RSUs), with each RSU representing a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions.

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

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Available on EDGAR 09/10/2026 - 07:12 PM Accepted by SEC EDGAR 09/10/2026 - 07:12 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)
09/08/2026

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	09/08/2026		M		300,000	A	$1.35	592,578	D
Common Stock	09/08/2026		S		116,000	D	$27.2948(1)	476,578(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
Employee Stock Option (Right to buy)	$1.35	09/08/2026		M			300,000	(3)	12/28/2026	Common Stock	300,000	$0	302,607	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.92 to $27.81. 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.

2. Certain of these securities 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. All of the shares subject to this option are fully vested and exercisable as of the date hereof.

Remarks:

	/s/ Steven Madrid, by power of attorney	09/09/2026
	** 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)