Welcome to our dedicated page for Upstart Holdings SEC filings (Ticker: UPST), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Upstart Holdings, Inc. filings document the operating results, governance and capital structure of an AI lending marketplace listed on the Nasdaq Global Select Market under UPST. Its 8-K reports include quarterly and annual financial results, non-GAAP reconciliations, share repurchase activity, executive appointments and compensation arrangements, and material definitive agreements.
Proxy materials describe annual meeting matters such as director elections, stockholder voting procedures, board governance and executive compensation. Capital-structure filings include common stock disclosures and convertible senior notes issued under an indenture, including conversion, maturity, reporting-compliance and other note terms.
Upstart Holdings, Inc. furnished an 8-K announcing results for the fiscal quarter ended September 30, 2025. A detailed press release is attached as Exhibit 99.1. The company references non-GAAP financial measures, with reconciliations provided in the press release. The information in this report, including Exhibit 99.1, is furnished and not deemed filed under the Exchange Act.
Upstart (UPST) Chief Legal Officer reported a routine Form 4 transaction on 10/24/2025. The insider exercised 1,000 stock options at $13.22 and immediately sold 1,000 shares at a weighted average $55.0124, executed under a Rule 10b5-1 plan adopted May 30, 2025. Following these transactions, 123,148 shares were beneficially owned indirectly by the Darling Family Trust, and 197,527 options remained beneficially owned directly. Certain holdings include RSUs subject to vesting.
Upstart Holdings (UPST) filed an amended Form 4 to correct a prior report by adding a previously omitted gift of 750 shares on February 28, 2025 (transaction code G at $0). The reporting person is the company’s Chief Legal Officer.
Following the gift, the filing lists 149,379 shares beneficially owned as of February 28, 2025, with ownership shown as Direct. The amendment states the omission was unintentional and updates total beneficial ownership accordingly.
Citadel-affiliated entities and Kenneth Griffin report shared ownership of 4,500,982 Upstart Holdings common shares, representing 4.7% of the outstanding class. The filing lists multiple reporting persons (Citadel Securities LLC, Citadel Securities Group LP, Citadel Securities GP LLC, Citadel Advisors entities, and Mr. Kenneth Griffin) and shows that the reported holdings reflect shared voting and dispositive power rather than sole control. The percentage basis is stated as 96,217,742 shares outstanding as of July 29, 2025, with market-opening positions as of October 9, 2025. The statement certifies the shares were not acquired to change or influence control.
Upstart Holdings insider Scott Darling notified the SEC of a proposed sale under Rule 144 for 1,000 common shares to be sold through Charles Schwab on 10/01/2025 on NASDAQ with an aggregate market value of $54,640. The shares were acquired and are being disposed of on 10/01/2025 via an employee stock option exercise and a cashless broker payment. The filing lists multiple prior insider sales by Scott Darling between 07/01/2025 and 09/17/2025, including transactions of 2,000; 5,000; 5,000; 4,000; 6,853; 6,402; 4,000; and 1,000 shares with corresponding gross proceeds shown for each sale.
Upstart Holdings insider Scott Darling executed an option exercise and contemporaneous sale under a Rule 10b5-1 plan on 09/17/2025. The filing shows exercise of an employee stock option to acquire 1,000 shares at an exercise price of $13.22 per share, and the sale of 1,000 shares at a weighted average price of $70.0095 per share. After these transactions the reporting person beneficially owned 123,898 shares of common stock. The filing also discloses employee stock options covering a total of 199,527 underlying shares, and that certain shares counted in holdings are restricted stock units subject to vesting.
Upstart Holdings insider Scott Darling executed an option exercise and contemporaneous sale under a Rule 10b5-1 plan on 09/17/2025. The filing shows exercise of an employee stock option to acquire 1,000 shares at an exercise price of $13.22 per share, and the sale of 1,000 shares at a weighted average price of $70.0095 per share. After these transactions the reporting person beneficially owned 123,898 shares of common stock. The filing also discloses employee stock options covering a total of 199,527 underlying shares, and that certain shares counted in holdings are restricted stock units subject to vesting.
Upstart Holdings insider transaction summary: Director and CEO David Girouard exercised an employee stock option to purchase 41,667 shares at an exercise price of $0.83 per share on 09/15/2025 under a Rule 10b5-1 trading plan adopted 08/29/2024. Immediately thereafter, the reporting person sold 34,825 shares at a weighted average price of $64.838 and 6,842 shares at a weighted average price of $65.4139, reflecting multiple sale transactions. After these transactions, Girouard reports 59,456 shares directly beneficially owned and multiple indirect holdings through trusts totaling several million shares as disclosed in footnotes.
Upstart Holdings insider transaction summary: Director and CEO David Girouard exercised an employee stock option to purchase 41,667 shares at an exercise price of $0.83 per share on 09/15/2025 under a Rule 10b5-1 trading plan adopted 08/29/2024. Immediately thereafter, the reporting person sold 34,825 shares at a weighted average price of $64.838 and 6,842 shares at a weighted average price of $65.4139, reflecting multiple sale transactions. After these transactions, Girouard reports 59,456 shares directly beneficially owned and multiple indirect holdings through trusts totaling several million shares as disclosed in footnotes.
Upstart Holdings, Inc. (UPST) Form 144 notice: The filing notifies a proposed sale of 1,000 common shares via Charles Schwab on 09/17/2025 with an aggregate market value of $70,010. The shares were acquired on the same date through an employee stock option exercise and appear to be part of a cashless exercise settled through the broker.
The filer also discloses prior dispositions by the same person, Scott Darling, totaling 33,255 shares sold across seven transactions from 07/01/2025 to 09/03/2025 with aggregate gross proceeds of approximately $2,323,462. The filing states the seller represents no undisclosed material adverse information.
Upstart Holdings, Inc. (UPST) Form 144 notice: The filing notifies a proposed sale of 1,000 common shares via Charles Schwab on 09/17/2025 with an aggregate market value of $70,010. The shares were acquired on the same date through an employee stock option exercise and appear to be part of a cashless exercise settled through the broker.
The filer also discloses prior dispositions by the same person, Scott Darling, totaling 33,255 shares sold across seven transactions from 07/01/2025 to 09/03/2025 with aggregate gross proceeds of approximately $2,323,462. The filing states the seller represents no undisclosed material adverse information.
Upstart Holdings, Inc. (UPST) Rule 144 notice: A holder (David Girouard) reported proposed and recent sales of common stock. The filing shows a proposed sale of 41,667 shares on 09/15/2025 through Charles Schwab, with an aggregate market value of $2,705,545 and 96,217,742 shares outstanding. The same holder completed three prior sales of 41,667 shares each on 06/20/2025, 07/15/2025, and 08/15/2025, generating gross proceeds of $2,501,984, $3,127,831, and $2,636,434, respectively. The acquisition and proposed sale on 09/15/2025 arose from an employee stock option exercise with a cashless exercise through a broker.
Scott Darling, Chief Legal Officer of Upstart Holdings, Inc. (UPST), reported contemporaneous option exercise and sale transactions effected under a Rule 10b5-1 trading plan adopted May 30, 2025. On 09/03/2025 he exercised an employee stock option with a $13.22 exercise price for 4,000 shares and immediately sold 4,000 shares in multiple transactions at a weighted average price of $69.4134. Following these transactions the reporting person held 123,898 shares of common stock and beneficial ownership of 200,527 options. The Form 4 notes that some holdings are restricted stock units subject to vesting and that option vesting occurs monthly per the original grant schedule. The filing was signed by Steven Madrid by power of attorney on 09/05/2025.