Form 4: Upstart CEO Dave Girouard Executes Option and Sells Shares Under 10b5-1 Plan
SEC Form 4
Upstart Holdings CEO Dave Girouard exercised stock options and sold shares on February 18, 2025, according to a Form 4 filing with the SEC.
Summary
- Dave Girouard, CEO of Upstart Holdings, Inc., executed a stock option and sold shares of common stock on February 18, 2025.
- The transactions were conducted under a pre-arranged Rule 10b5-1 trading plan adopted on August 29, 2024.
- Girouard exercised an option to purchase 41,667 shares at $0.83 per share.
- He then sold 10,513 shares at a weighted average price of $83.8382, 22,394 shares at $84.7279, and 8,760 shares at $85.4019.
- Following these transactions, Girouard directly owns 88,292 shares and indirectly owns millions of shares through various trusts.
- The filing also details indirect ownership through several trusts, including the 2008 D&T Girouard Revocable Trust, DTG GRAT LLC, and various gift trusts.
Sentiment
Score: 5
Explanation: The document is a routine SEC filing detailing stock transactions by the CEO. It doesn't inherently convey positive or negative sentiment, but rather provides factual information about the transactions.
Industry Context
Executive stock transactions are common and closely monitored, especially in the tech industry. These transactions can be driven by various factors, including personal financial planning and diversification strategies. The use of a 10b5-1 trading plan allows insiders to sell shares over a predetermined period, mitigating concerns about insider trading.
Comparison to Industry Standards
- Executive compensation practices vary across the tech industry, but stock options and RSUs are common components.
- Companies like Affirm and LendingClub also utilize stock-based compensation to attract and retain talent.
- The use of 10b5-1 trading plans is a standard practice among executives to manage their stock holdings and avoid potential conflicts of interest.
Stakeholder Impact
- The stock sales by the CEO could have a minor impact on shareholder sentiment, depending on how the market interprets the transactions.
- The transactions do not appear to have a direct impact on employees, customers, suppliers, or creditors.
Key Dates
| Date | Description |
|---|---|
| 2024-08-29 | Date of adoption of Rule 10b5-1 trading plan. |
| 2025-02-18 | Date of option exercise and share sales. |
| 2025-02-20 | Date of signature on the Form 4 filing. |
| 2026-09-20 | Expiration date of the Employee Stock Option. |
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