Dave Girouard - Feb 18, 2025 Form 4 Insider Report for Upstart Holdings, Inc. (UPST)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Gabrielle Brown, by power of attorney
Stock symbol
UPST
Transactions as of
Feb 18, 2025
Transactions value $
-$3,492,325
Form type
4
Date filed
2/20/2025, 04:20 PM
Previous filing
Jan 17, 2025
Next filing
Feb 24, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPST Common Stock Options Exercise $34.6K +41.7K +72.92% $0.83 98.8K Feb 18, 2025 Direct F1, F2
transaction UPST Common Stock Sale -$881K -10.5K -10.64% $83.84 88.3K Feb 18, 2025 Direct F1, F2, F3
transaction UPST Common Stock Sale -$1.9M -22.4K -25.36% $84.73 65.9K Feb 18, 2025 Direct F1, F2, F4
transaction UPST Common Stock Sale -$748K -8.76K -13.29% $85.40 57.1K Feb 18, 2025 Direct F1, F2, F5
holding UPST Common Stock 8.34M Feb 18, 2025 See Footnote F6
holding UPST Common Stock 1M Feb 18, 2025 See Footnote F7
holding UPST Common Stock 547K Feb 18, 2025 See Footnote F8
holding UPST Common Stock 547K Feb 18, 2025 See Footnote F9
holding UPST Common Stock 126K Feb 18, 2025 See Footnote F10
holding UPST Common Stock 126K Feb 18, 2025 See Footnote F11

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction UPST Employee Stock Option (Right to buy) Options Exercise $0 -41.7K -3.84% $0.00 1.04M Feb 18, 2025 Common Stock 41.7K $0.83 Direct F1, F12
* 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 The option exercise and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 29, 2024.
F2 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.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.19 to $84.175. 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 within the ranges set forth in footnotes (3) through (5) to this Form 4.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.19 to $85.18.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.19 to $85.81.
F6 These shares are held by 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee.
F7 These shares are held by David J Girouard, as trustee of the DTG GRAT LLC, dated May 23,2023.
F8 These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.
F9 These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.
F10 These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020.
F11 These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020.
F12 All of the shares subject to this option are fully vested and exercisable as of the date hereof.