UPST Chief Accounting Officer reports 762-share insider sale

Rhea-AI Filing Summary

Upstart Holdings, Inc. reported an insider stock sale by an officer. On 11/25/2025, the company’s Chief Accounting Officer and Controller sold 762 shares of Upstart common stock at a price of $38.91 per share in an open-market transaction.

After this sale, the reporting person beneficially owned 26,398 shares of Upstart common stock, some of which are in the form of restricted stock units. Each RSU represents the right to receive one share of common stock if its vesting conditions are met. The transaction was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on May 30, 2025, which is designed to allow insiders to sell shares according to a preset schedule.

Insider Trade Summary

Net Seller: 762 shares ($29,649)

Net Sell 1 txn

Insider Mirgorodskaya Natalia

Role See Remarks

Sold 762 shs ($30K)

Type	Security	Shares	Price	Value
Sale	Common Stock	762	$38.91	$30K

Holdings After Transaction: Common Stock — 26,398 shares (Direct)

Footnotes (1)

1. 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. 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.

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).

X

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^*

Mirgorodskaya Natalia

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2025

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	11/25/2025		S(1)		762	D	$38.91	26,398(2)	D

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. 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.

2. 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.

Remarks:

Chief Accounting Officer and Controller

	/s/ Steven Madrid, by power of attorney	11/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did UPST report in this Form 4?

The filing reports that an officer of Upstart Holdings, Inc. (UPST) sold 762 shares of common stock on 11/25/2025 in an open-market transaction.

At what price were the UPST shares sold in this insider trade?

The reporting person sold 762 shares of Upstart common stock at a price of $38.91 per share.

How many UPST shares does the insider own after this transaction?

Following the reported sale, the insider beneficially owned 26,398 shares of Upstart common stock, which includes certain restricted stock units (RSUs).

Who is the UPST insider involved and what is their role?

The reporting person is an officer of Upstart Holdings, Inc., serving as Chief Accounting Officer and Controller, as indicated in the remarks section.

Was the UPST insider sale made under a Rule 10b5-1 trading plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 30, 2025.

What are the RSUs mentioned in the UPST Form 4 filing?

The filing states that certain securities included in the 26,398 shares are restricted stock units (RSUs), each representing a contingent right to receive one share of common stock, subject to vesting conditions.