Form 4: Upstart CEO Exercises Options and Sells Shares Under Pre-Arranged 10b5-1 Plan

Upstart Holdings, Inc. CEO Dave Girouard executed planned stock option exercises and share sales on July 15, 2025, as part of a Rule 10b5-1 trading plan adopted in August 2024.

Summary

• Dave Girouard, Chief Executive Officer, Director, and 10% Owner of Upstart Holdings, Inc. (UPST), reported stock transactions occurring on July 15, 2025.
• Mr. Girouard exercised employee stock options to acquire 41,667 shares of common stock at a price of $0.83 per share. These options were fully vested.
• Concurrently, he sold a total of 41,667 shares of common stock in two separate transactions.
• The first sale involved 32,119 shares at a weighted average price of $74.9278 per share, with individual transaction prices ranging from $74.30 to $75.29.
• The second sale involved 9,548 shares at a weighted average price of $75.5368 per share, with individual transaction prices ranging from $75.30 to $76.14.
• All reported 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 and 918,409 employee stock options.
• He also maintains significant indirect beneficial ownership through various trusts, including 8,342,701 shares via the 2008 D&T Girouard Revocable Trust, 1,000,000 shares via DTG GRAT LLC, 546,501 shares via TMG 2020 EXEMPT GIFT TRUST, 546,501 shares via JRG 2020 EXEMPT GIFT TRUST, 126,057 shares via the JRG NONEXEMPT GIFT TRUST, and 126,057 shares via the JRG 2020 NONEXEMPT GIFT TRUST.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While an insider sale can sometimes be viewed negatively, the fact that it was conducted under a pre-arranged 10b5-1 plan mitigates concerns about its implications for the company's future. The CEO also retains significant direct and indirect holdings, indicating continued alignment with shareholder interests.

Positives

• The transactions were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a structured and transparent approach to stock sales rather than an immediate reaction to market conditions.
• The CEO continues to hold a substantial number of shares directly and indirectly, demonstrating ongoing alignment with shareholder interests.
• The exercised options were deeply in the money ($0.83 exercise price vs. ~$75 sale price), reflecting significant past stock appreciation.

Negatives

• The sale of 41,667 shares by the CEO represents a reduction in his direct common stock ownership, which some investors might perceive negatively.

Future Outlook

This Form 4 filing does not provide forward-looking statements or guidance regarding the company's future performance or strategic direction. It solely reports insider trading activity.

Industry Context

This Form 4 filing reports an individual insider transaction and does not provide information relevant to broader industry trends or the competitive landscape. It is a routine disclosure of executive stock activity.

Comparison to Industry Standards

• The reported transactions, involving an option exercise and subsequent sale of shares under a Rule 10b5-1 trading plan, are a common and standard practice among executives in publicly traded companies.
• Rule 10b5-1 plans are widely used across industries to allow insiders to sell shares in a pre-arranged manner, mitigating concerns about insider trading based on material non-public information.
• This filing does not contain specific company performance metrics or project results that would allow for a direct comparison to global industry benchmarks or specific competitor outcomes.

Related Party Transactions

• The reporting person's indirect beneficial ownership is held 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. These trusts represent related party holdings for the reporting person.

Stakeholder Impact

• Shareholders: The sale of shares by the CEO could be interpreted differently by shareholders; some might view it as a routine financial planning event given the 10b5-1 plan, while others might perceive it as a reduction in direct executive ownership. The CEO's continued substantial indirect holdings suggest ongoing alignment.
• Employees, Customers, Suppliers, Creditors: This filing has no direct impact on these stakeholders as it pertains solely to an executive's personal stock transactions.

Key Dates

Recommendation

Keywords

Upstart Holdings, UPST, SEC Form 4, Insider Trading, Stock Option Exercise, Share Sale, Dave Girouard, CEO, 10b5-1 Plan, Executive Compensation, Stock Transactions