Scott Darling - 20 Feb 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
20 Feb 2026
Net transactions value
-$205,192
Form type
4
Filing time
24 Feb 2026, 16:46:23 UTC
Previous filing
23 Jan 2026
Next filing
03 Mar 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 24 Feb 2026 0001558259

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPST Common Stock Sale $193,394 -6,478 -7% $29.85 86,120 20 Feb 2026 Direct F1, F2, F3
transaction UPST Common Stock Other -6,638 -7.7% 79,482 20 Feb 2026 Direct F3, F4
transaction UPST Common Stock Other +6,638 +26% 32,027 20 Feb 2026 by trust F4, F5, F6
transaction UPST Common Stock Sale $11,798 -390 -1.2% $30.25 31,637 20 Feb 2026 by trust F6, F7
* 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 These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.60 to $30.255. 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.
F3 Certain of these securities 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.
F4 No consideration; change in form of ownership only.
F5 Includes 390 shares acquired on February 13, 2026 under the Issuer's 2020 Employee Stock Purchase Plan.
F6 The shares are held by the Darling Family Trust.
F7 The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 30, 2025.