Upstart (NASDAQ: UPST) officer sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

Upstart Holdings, Inc. officer Natalia Mirgorodskaya reported an open-market sale of 633 shares of common stock on February 20, 2026 at a weighted-average price of $29.8971 per share. According to the filing, the sale was made to cover tax withholding obligations from vesting restricted stock units, and she continued to hold 26,155 shares afterward.

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

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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).

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)
02/20/2026

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	02/20/2026		S(1)		633	D	$29.8971(2)	26,155(3)(4)	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 $29.58 to $30.26. 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. Includes 390 shares acquired on February 13, 2026 under the Issuer's 2020 Employee Stock Purchase Plan.

4. Certain of the securities reported in Column 5 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:

Chief Accounting Officer and Controller

	/s/ Scott Darling	02/24/2026
	** 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).
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FAQ

What insider transaction did UPST officer Natalia Mirgorodskaya report?

She reported selling 633 shares of Upstart Holdings common stock in an open-market transaction. The filing states the sale was specifically to cover tax withholding obligations related to vesting restricted stock units, not a discretionary portfolio sale, and left her holding 26,155 shares.

At what price were the UPST shares sold in this Form 4 filing?

The reported weighted-average sale price was $29.8971 per share. A footnote explains the shares were sold in multiple trades, with prices ranging from $29.58 to $30.26, and full trade details are available upon request from the reporting person.

Why did the UPST insider sell shares according to the Form 4?

The shares were sold to satisfy tax withholding obligations arising from the vesting of restricted stock units. This kind of sale is typically automatic under company procedures to cover required taxes when equity awards convert into common stock for the employee.

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

After the tax-related sale, she reported beneficial ownership of 26,155 shares of Upstart Holdings common stock. A footnote notes that this figure includes 390 shares acquired on February 13, 2026 under the company’s 2020 Employee Stock Purchase Plan and outstanding RSUs.

Does the UPST Form 4 mention other equity awards like RSUs or ESPP shares?

Yes. One footnote states 390 shares were acquired on February 13, 2026 under Upstart’s 2020 Employee Stock Purchase Plan. Another explains that some securities in the post-transaction total are RSUs, each representing a contingent right to receive one common share subject to vesting.