Scott Darling - 20 Aug 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
20 Aug 2025
Transactions value $
-$419,158
Form type
4
Filing time
22 Aug 2025, 16:38:05 UTC
Previous filing
05 Aug 2025
Next filing
27 Aug 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 22 Aug 2025 0001558259

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPST Common Stock Sale -$410K -6.71K -4.89% $61.12 130K 20 Aug 2025 Direct F1, F2, F3, F4
transaction UPST Common Stock Sale -$62 -1 0% $61.80 130K 20 Aug 2025 Direct F1
transaction UPST Common Stock Sale -$8.8K -139 -0.11% $63.31 130K 20 Aug 2025 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 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 $60.77 to $61.47. 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 Includes 139 shares acquired on August 15, 2025 under the Issuer's 2020 Employee Stock Purchase Plan.
F4 Certain of these securities listed in Column 5 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.
F5 The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 27, 2024.