Scott Darling - Feb 28, 2025 Form 4 Insider Report for Upstart Holdings, Inc. (UPST)

Role
Chief Legal Officer
Signature
/s/ Gabrielle Brown, by power of attorney
Stock symbol
UPST
Transactions as of
Feb 28, 2025
Transactions value $
-$1,019,108
Form type
4
Date filed
3/4/2025, 07:57 PM
Previous 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 $100K +7.56K +5.27% $13.22 151K Feb 28, 2025 Direct F1, F2
transaction UPST Common Stock Sale -$414K -6.41K -4.24% $64.68 145K Feb 28, 2025 Direct F1, F3
transaction UPST Common Stock Sale -$568K -8.68K -6% $65.46 136K Feb 28, 2025 Direct F1, F4
transaction UPST Common Stock Sale -$27.1K -419 -0.31% $64.65 135K Feb 28, 2025 Direct F1
transaction UPST Common Stock Award $0 +14.7K +10.83% $0.00 150K Feb 28, 2025 Direct F5
transaction UPST Common Stock Options Exercise $26.4K +2K +1.33% $13.22 152K Mar 3, 2025 Direct F1
transaction UPST Common Stock Sale -$136K -2K -1.31% $67.89 150K Mar 3, 2025 Direct F1, F6

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 -7.56K -3.2% $0.00 229K Feb 28, 2025 Common Stock 7.56K $13.22 Direct F1, F7
transaction UPST Employee Stock Option (Right to buy) Award $0 +27.9K $0.00 27.9K Feb 28, 2025 Common Stock 27.9K $66.67 Direct F8
transaction UPST Employee Stock Option (Right to buy) Options Exercise $0 -2K -0.88% $0.00 227K Mar 3, 2025 Common Stock 2K $13.22 Direct F1, F7
* 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 exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 27, 2024.
F2 Certain of the securities reported in Column 5 of each row of Table I 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 $64.06 to $65.05. 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) , (4) and (6) 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 $65.07 to $66.
F5 These shares are RSUs. Each RSU represents a contingent right to receive one share of Common Stock. 40% of the shares shall vest in equal installments beginning on May 20, 2025, and each successive three-month period for 24 months, and the remaining 60% of the shares shall vest in equal installments for each successive three-month period for 24 months thereafter, subject to the Reporting Person continuing as a service provider through each such date.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.62 to $68.24.
F7 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.
F8 40% of the shares subject to the option shall vest monthly in equal installments beginning on March 20, 2025, for 24 months, and the remaining 60% of the shares shall vest monthly in equal installments for 24 months thereafter, subject to the Reporting Person continuing as a service provider through each such date.