Scott Darling - 24 Oct 2025 Form 4 Insider Report for Upstart Holdings, Inc. (UPST)

Role
Chief Legal Officer
Signature
/s/ Steven Madrid, by power of attorney
Issuer symbol
UPST
Transactions as of
24 Oct 2025
Transactions value $
-$41,792
Form type
4
Filing time
28 Oct 2025, 20:52:15 UTC
Previous filing
03 Oct 2025
Next filing
24 Nov 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Darling Scott Chief Legal Officer C/O UPSTART HOLDINGS, INC., 2950 S. DELAWARE STREET, SUITE 410, SAN MATEO /s/ Steven Madrid, by power of attorney 28 Oct 2025 0001558259

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPST Common Stock Options Exercise $13.2K +1K +0.81% $13.22 124K 24 Oct 2025 by trust F1, F2, F3, F4
transaction UPST Common Stock Sale -$55K -1K -0.81% $55.01 123K 24 Oct 2025 by trust F1, F2, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction UPST Employee Stock Option (Right to buy) Options Exercise $0 -1K -0.5% $0.00 198K 24 Oct 2025 Common Stock 1K $13.22 Direct F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 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.
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.
F3 The number of shares held reflects the transfer of 124,148 shares of Common Stock from the Reporting Person to the Darling Family Trust, under agreement dated September 18, 2025, of which the Reporting Person and his spouse are co-trustees (the "Darling Family Trust").
F4 The shares are held by the Darling Family Trust.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.00 to $55.03. 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.
F6 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.