Scott Darling - 05 Jan 2026 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
05 Jan 2026
Net transactions value
-$36,780
Form type
4
Filing time
07 Jan 2026, 17:10:39 UTC
Previous filing
16 Dec 2025
Next filing
23 Jan 2026
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 06 Jan 2026 0001558259

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPST Common Stock Options Exercise $13,220 +1,000 +1.1% $13.22 93,598 05 Jan 2026 Direct F1, F2
transaction UPST Common Stock Other -1,000 -1.1% 92,598 05 Jan 2026 Direct F2, F3
transaction UPST Common Stock Other +1,000 +5.7% 18,435 05 Jan 2026 by trust F3, F4
transaction UPST Common Stock Sale $50,000 -1,000 -5.4% $50.00 17,435 05 Jan 2026 by trust F1, F4

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 -1,000 -0.51% $0.000000 194,527 05 Jan 2026 Common Stock 1,000 $13.22 Direct F5
* 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 No consideration; change in form of ownership only.
F4 The shares are held by the Darling Family Trust.
F5 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.