Upstart Holdings (UPST) insider reports option exercise and 7,392-share sale

Rhea-AI Filing Summary

Upstart Holdings' Chief Legal Officer reported several equity transactions on 12/12/2025 involving company common stock and stock options. The filing shows the exercise of an employee stock option for 2,000 shares at an exercise price of $13.22 per share, followed by transfers of those shares between direct ownership and the Darling Family Trust.

The Darling Family Trust then sold 7,392 shares of common stock at a price of $50 per share under a Rule 10b5-1 trading plan adopted on May 30, 2025. After these transactions, the reporting person beneficially owned 92,598 shares directly and 17,435 shares indirectly through the Darling Family Trust, along with 195,527 employee stock options that remain outstanding. Some of the reported holdings include restricted stock units that each represent a contingent right to receive one share of common stock, subject to vesting conditions.

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

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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^*

Darling Scott

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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	12/12/2025		M(1)		2,000	A	$13.22	94,598	D(2)
Common Stock	12/12/2025		J		2,000	D	(3)	92,598	D(2)
Common Stock	12/12/2025		J		2,000	A	(3)	24,827	I	by trust(4)
Common Stock	12/12/2025		S(1)		7,392	D	$50	17,435	I	by trust(4)

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)	$13.22	12/12/2025		M(1)			2,000	(5)	12/31/2032	Common Stock	2,000	$0	195,527	D

Explanation of Responses:

1. The option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 30, 2025.

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. No consideration; change in form of ownership only.

4. The shares are held by the Darling Family Trust.

5. 1/48 of the shares subject to the option shall vest on January 20, 2023 and at the end of each successive one-month period thereafter, subject to the Reporting Person continuing as a service provider through each such date.

Remarks:

	/s/ Steven Madrid, by power of attorney	12/15/2025
	** 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 transactions did Upstart Holdings (UPST) report for its Chief Legal Officer?

On 12/12/2025, the Chief Legal Officer exercised an employee stock option for 2,000 shares at $13.22 per share, transferred those shares between direct ownership and the Darling Family Trust, and the trust sold 7,392 shares of common stock at $50 per share.

How many Upstart Holdings (UPST) shares does the insider own after these transactions?

After the reported transactions, the reporting person beneficially owned 92,598 shares of Upstart Holdings common stock directly and 17,435 shares indirectly through the Darling Family Trust.

What stock options are involved in this Upstart Holdings (UPST) Form 4 filing?

The filing shows an employee stock option with an exercise price of $13.22 per share and an expiration date of 12/31/2032. After exercising 2,000 option shares, the reporting person held 195,527 stock options beneficially owned.

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

Yes. The option exercise and sale were effected under a Rule 10b5-1 trading plan adopted by the reporting person on May 30, 2025, as stated in the explanation of responses.

What role does the Darling Family Trust play in the Upstart Holdings (UPST) insider holdings?

The Darling Family Trust holds the insider's indirect ownership in Upstart Holdings. After the transfers and the sale of 7,392 shares, the trust held 17,435 shares of common stock beneficially owned by the reporting person.

What are the restricted stock units (RSUs) mentioned in the Upstart Holdings (UPST) filing?

The filing notes that certain reported securities are restricted stock units (RSUs), each representing a contingent right to receive one share of Upstart Holdings common stock, subject to the applicable vesting schedule and conditions.

How do the Upstart Holdings (UPST) stock options vest for this insider?

The explanation states that 1/48 of the shares subject to the option vest on January 20, 2023 and at the end of each successive one-month period thereafter, conditional on the reporting person continuing as a service provider through each vesting date.