Form 4: Upstart CEO Dave Girouard Exercises Options and Sells Shares Under Pre-Arranged Trading Plan

Upstart Holdings, Inc. CEO Dave Girouard exercised stock options and simultaneously sold 41,667 shares of common stock for approximately $2.5 million, as part of a pre-arranged Rule 10b5-1 trading plan.

Summary

• Dave Girouard, CEO, Director, and 10% Owner of Upstart Holdings, Inc. (UPST), executed a transaction on June 11, 2025.
• He exercised employee stock options to acquire 41,667 shares of common stock at an exercise price of $0.83 per share.
• Concurrently, he sold 41,667 shares of common stock at a weighted average price of $60.1081 per share, totaling approximately $2,504,690.
• These transactions were conducted pursuant to a Rule 10b5-1 trading plan adopted on August 29, 2024.
• Following these transactions, Mr. Girouard directly holds 52,614 shares of common stock and indirectly holds 10,687,817 shares through various trusts.
• He also beneficially owns 1,001,743 unexercised employee stock options.

Sentiment

Score: 6

Explanation: The transaction involves a significant sale of shares by the CEO, which can sometimes be viewed negatively. However, the fact that it was conducted under a pre-arranged Rule 10b5-1 plan mitigates concerns about opportunistic selling, making it a neutral to slightly positive event as it indicates a planned diversification or liquidity event rather than a reaction to adverse company news.

Positives

• The transactions were executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned disposition rather than a reaction to new, undisclosed information.
• The exercise of options at a very low price ($0.83) and subsequent sale at a significantly higher price ($60.1081) indicates a substantial gain for the insider.

Negatives

• The sale of shares by a CEO, even under a 10b5-1 plan, can sometimes be perceived negatively by investors as it reduces direct ownership.

Future Outlook

The document is a Form 4 filing detailing insider transactions and does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This Form 4 filing details an individual insider transaction and does not provide information relevant to broader industry trends or competitive analysis. It reflects a routine, pre-scheduled transaction by a key executive.

Comparison to Industry Standards

• This document reports an individual insider transaction (stock option exercise and sale) and does not contain company-wide financial results or operational metrics that can be directly compared to industry standards or specific comparable companies/projects. Such comparisons are typically found in quarterly or annual financial reports.

Corporate Governance

Related Party Transactions

• Dave Girouard's indirect beneficial ownership includes shares held by various trusts (2008 D&T Girouard Revocable Trust, DTG GRAT LLC, JRG 2020 EXEMPT GIFT TRUST, TMG 2020 EXEMPT GIFT TRUST, JRG NONEXEMPT GIFT TRUST, TMG 2020 NONEXEMPT GIFT TRUST), which are considered related parties.

Stakeholder Impact

• Shareholders: The sale of shares by the CEO, even under a 10b5-1 plan, could lead to minor concerns about insider selling, but the pre-arranged nature typically minimizes negative interpretations. The transaction itself does not directly impact the company's operational performance or financial health.
• Employees, Customers, Suppliers, Creditors: The transaction is an individual insider trading report and has no direct impact on these stakeholders' relationships with the company.

Key Dates

Recommendation

Keywords

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