UPST Chief Legal Officer files Form 4 for RSU-related sales

Rhea-AI Filing Summary

Upstart Holdings, Inc. (UPST) reported insider activity by its Chief Legal Officer on 11/20/2025. The officer sold 7,323 shares of common stock at a weighted average price of $36.552 and 400 shares at a weighted average price of $37.025 to cover tax withholding obligations related to vesting restricted stock units (RSUs).

The filing also shows a change in ownership form involving 5,392 shares moved out of direct ownership and 5,392 shares moved into a trust, with no consideration exchanged. After these transactions, the officer beneficially owned 98,390 shares before the sales, then 92,598 shares directly and 22,827 shares indirectly through the Darling Family Trust. The filing clarifies that certain unvested RSUs are directly held, correcting prior reports that showed them as indirectly held.

Insider Trade Summary

Net Seller: 7,723 shares ($282,480)

Net Sell 4 txns

Insider Darling Scott

Role Chief Legal Officer

Sold 7,723 shs ($282K)

Type	Security	Shares	Price	Value
Sale	Common Stock	7,323	$36.552	$268K
Sale	Common Stock	400	$37.025	$15K
Other	Common Stock	5,392	$0.00	--
Other	Common Stock	5,392	$0.00	--

Holdings After Transaction: Common Stock — 98,390 shares (Direct); Common Stock — 22,827 shares (Indirect, by trust)

Footnotes (1)

1. These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.94 to $36.92. 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. 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. This Form 4 reflects the reporting person's unvested RSUs as directly held, correcting prior filings that inadvertently reported such holdings as indirectly held through the Darling Family Trust. All securities remain beneficially owned by the reporting person. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.95 to $37.13. 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. No consideration; change in form of ownership only. The shares are held by the Darling Family Trust.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

Darling Scott

(Last) (First) (Middle)

C/O UPSTART HOLDINGS, INC.

2950 S. DELAWARE STREET, SUITE 410

(Street)

SAN MATEO CA 94403

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Upstart Holdings, Inc. [ UPST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/20/2025		S(1)		7,323	D	$36.552(2)	98,390	D(3)(4)
Common Stock	11/20/2025		S(1)		400	D	$37.025(5)	97,990	D(3)(4)
Common Stock	11/20/2025		J		5,392	D	(6)	92,598	D(3)(4)
Common Stock	11/20/2025		J		5,392	A	(6)	22,827	I	by trust(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.94 to $36.92. 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.

3. 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.

4. This Form 4 reflects the reporting person's unvested RSUs as directly held, correcting prior filings that inadvertently reported such holdings as indirectly held through the Darling Family Trust. All securities remain beneficially owned by the reporting person.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.95 to $37.13. 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.

6. No consideration; change in form of ownership only.

7. The shares are held by the Darling Family Trust.

Remarks:

	/s/ Steven Madrid, by power of attorney	11/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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