Form 4: Upstart CEO Dave Girouard Executes Pre-Planned Option Exercise and Share Sale

Upstart Holdings, Inc. CEO Dave Girouard completed a pre-scheduled transaction on June 20, 2025, exercising stock options and simultaneously selling 41,667 shares of common stock under a Rule 10b5-1 trading plan.

Summary

• Dave Girouard, the Chief Executive Officer, Director, and a 10% Owner of Upstart Holdings, Inc. (UPST), engaged in a pre-scheduled transaction on June 20, 2025.
• He exercised an employee stock option to acquire 41,667 shares of common stock at a price of $0.83 per share.
• Concurrently, he sold all 41,667 shares acquired from the option exercise at a weighted average price of $60.0471 per share, with individual sale prices ranging from $60.00 to $60.135.
• These transactions were executed pursuant to a Rule 10b5-1 trading plan that Mr. Girouard adopted on August 29, 2024.
• Following these transactions, Mr. Girouard directly holds 52,614 shares of common stock.
• He also indirectly holds an additional 10,687,817 shares through various trusts, including the 2008 D&T Girouard Revocable Trust, DTG GRAT LLC, TMG 2020 EXEMPT GIFT TRUST, JRG 2020 EXEMPT GIFT TRUST, JRG NONEXEMPT GIFT TRUST, and JRG 2020 NONEXEMPT GIFT TRUST.
• Mr. Girouard continues to beneficially own 960,076 unexercised employee stock options with an exercise price of $0.83, all of which are fully vested and exercisable.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it involves an insider sale, the fact that it was pre-planned under a Rule 10b5-1 plan mitigates potential negative interpretations. The significant profit realized from the option exercise also reflects positively on the stock's performance relative to the exercise price.

Positives

• The transaction was conducted under a pre-arranged Rule 10b5-1 trading plan, which indicates a structured and non-opportunistic approach to the sale of shares.
• The sale price of $60.0471 per share is significantly higher than the exercise price of $0.83, demonstrating a substantial gain on the exercised options.

Negatives

• The sale of shares by a key insider like the CEO, Director, and 10% owner, even if pre-planned, can sometimes be perceived negatively by investors as it reduces the insider's direct equity stake in the company.

Risks

• The document, being a Form 4, primarily reports insider transactions and does not detail specific operational or financial risks for Upstart Holdings, Inc. The only 'risk' is the potential for negative investor perception regarding insider selling, though mitigated by the 10b5-1 plan.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding Upstart Holdings, Inc.'s future financial performance, strategic direction, or operational outlook, as it is a Form 4 filing focused solely on reporting insider transactions.

Industry Context

This Form 4 filing is a routine regulatory disclosure of an insider transaction and does not offer insights into broader industry trends, competitive dynamics, or Upstart's market position. Insider transactions, particularly those executed under Rule 10b5-1 plans, are common across all industries as a means for executives to manage their personal equity holdings.

Stakeholder Impact

• Shareholders: May view the sale as a routine, pre-planned event, or potentially as a slight negative due to a reduction in the CEO's direct ownership, though the 10b5-1 plan mitigates this. The substantial profit from the option exercise could be seen as a positive indicator of past stock performance.

Key Dates

Keywords

Upstart Holdings Inc., UPST, SEC Form 4, Insider Trading, Stock Option Exercise, Share Sale, Dave Girouard, Rule 10b5-1 Plan, CEO, Director, 10% Owner