Upstart (UPST) CFO Datta sells 7,982 shares to cover RSU tax obligations

Rhea-AI Filing Summary

Upstart Holdings, Inc. Chief Financial Officer Sanjay Datta reported an open-market sale of 7,982 shares of common stock on February 20, 2026. The shares were sold at a weighted average price of $29.8641 per share to cover tax withholding obligations related to the vesting of restricted stock units.

After this transaction, Datta directly owns 276,688 shares of Upstart common stock. This amount includes 390 shares acquired on February 13, 2026 under the company’s 2020 Employee Stock Purchase Plan, as well as restricted stock units that convert into common shares as they vest.

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^*

Datta Sanjay

(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 Financial Officer

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)		7,982	D	$29.8641(2)	276,688(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 $29.585 to $30.30. 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:

	/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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Upstart (UPST) CFO Sanjay Datta report in this Form 4?

Upstart CFO Sanjay Datta reported selling 7,982 shares of common stock. The sale occurred on February 20, 2026 at a weighted average price of $29.8641, primarily to cover tax withholding from restricted stock unit vesting.

Why did the Upstart (UPST) CFO sell 7,982 shares of stock?

The 7,982 shares were sold to cover tax withholding obligations from vesting restricted stock units. Such tax-related sales are often automatic and tied to equity compensation events rather than discretionary portfolio changes by the executive.

What price did the Upstart (UPST) CFO receive for the sold shares?

The reported weighted average sale price was $29.8641 per share. The shares were sold in multiple transactions at prices ranging from $29.585 to $30.30, with detailed trade breakdowns available upon request from the company or regulators.

How many Upstart (UPST) shares does the CFO hold after this transaction?

After the sale, Sanjay Datta beneficially owns 276,688 shares of Upstart common stock. This figure includes 390 shares acquired under the 2020 Employee Stock Purchase Plan and restricted stock units that convert into shares as they satisfy vesting requirements.

Are restricted stock units (RSUs) included in the Upstart (UPST) CFO’s Form 4 holdings?

Yes. The reported post-transaction holdings include restricted stock units. Each RSU represents a contingent right to receive one share of Upstart common stock, subject to meeting the specified vesting schedule and conditions outlined in the applicable award agreements.

Was the Upstart (UPST) CFO’s sale a routine tax-withholding transaction?

Yes. The filing states the shares were sold specifically to satisfy tax withholding tied to RSU vesting. This indicates the sale is compensation-related and administrative in nature, rather than a discretionary decision to significantly reduce overall economic exposure.