Upstart (NASDAQ: UPST) legal chief trades stock under 10b5-1 plan
Rhea-AI Filing Summary
Upstart Holdings, Inc. Chief Legal Officer Scott Darling reported several equity transactions dated January 5, 2026. He exercised 1,000 employee stock options at an exercise price of $13.22 per share, receiving the same number of Upstart common shares. After this, he held 93,598 common shares directly and 194,527 stock options beneficially.
The filing also shows internal transfers of 1,000 common shares with no consideration as a change in form of ownership, including shares held by the Darling Family Trust, and a sale of 1,000 common shares at $50.00 per share by the trust. The option exercise and related sale were carried out under a Rule 10b5-1 trading plan adopted on May 30, 2025.
Positive
- None.
Negative
- None.
Insights
Routine option exercise, internal transfers, and a planned trust sale under a 10b5-1 plan, with substantial holdings remaining.
The reporting person, Scott Darling, exercised $13.22 employee stock options into 1,000 Upstart common shares on January 5, 2026, reducing derivative holdings to 194,527 options. A corresponding non-derivative entry shows those 1,000 shares acquired as common stock and brings his directly held common shares to 93,598, indicating continued significant equity exposure.
Additional entries coded "J" move 1,000 shares between direct ownership and the Darling Family Trust with footnote disclosure of "no consideration; change in form of ownership only," which is an internal reclassification rather than an economic trade. A separate "S" transaction shows the trust selling 1,000 shares at $50.00 per share, and these exercise-and-sale steps were executed under a pre-established Rule 10b5-1 trading plan adopted on May 30, 2025. Overall, this looks like routine portfolio and estate-structure management rather than a thesis-changing move, so the event impact is neutral.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Option (Right to buy) | 1,000 | $0.00 | -- |
| Exercise | Common Stock | 1,000 | $13.22 | $13K |
| Other | Common Stock | 1,000 | $0.00 | -- |
| Other | Common Stock | 1,000 | $0.00 | -- |
| Sale | Common Stock | 1,000 | $50.00 | $50K |
Footnotes (1)
- 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. 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. No consideration; change in form of ownership only. The shares are held by the Darling Family Trust. 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.
