Form 4: Upstart CEO Exercises Options, Sells Shares

Upstart Holdings CEO Dave Girouard exercised stock options and subsequently sold an equivalent number of shares totaling 41,667, pursuant to a Rule 10b5-1 trading plan.

Summary

• Dave Girouard, Chief Executive Officer, Director, and 10% Owner of Upstart Holdings, Inc. (UPST), reported transactions on September 15, 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 a total of 41,667 shares of Common Stock in two separate transactions.
• The first sale involved 34,825 shares at a weighted average price of $64.838 per share, with prices ranging from $64.35 to $65.345.
• The second sale involved 6,842 shares at a weighted average price of $65.4139 per share, with prices ranging from $65.35 to $65.59.
• All reported transactions were executed 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 retains 835,075 unexercised employee stock options with an exercise price of $0.83, which are fully vested and exercisable, and expire on September 20, 2026.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the filing reports a pre-planned, non-discretionary transaction by an insider under a Rule 10b5-1 plan. This type of transaction is common for executives to manage their personal finances and equity compensation and does not inherently signal a positive or negative outlook on the company's future performance.

Positives

• The executive realized a significant gain by exercising options at $0.83 and selling shares at an average price of approximately $65, demonstrating successful monetization of equity compensation.
• The transactions were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a non-discretionary sale and potentially reducing concerns about opportunistic insider trading.
• The net change in direct beneficial ownership from these specific transactions is zero, as the number of shares acquired through option exercise precisely matched the number of shares sold.

Negatives

• The sale of shares by a key executive, even if pre-planned, could be interpreted by some investors as a signal of reduced confidence in the company's near-term growth prospects, although this is mitigated by the 10b5-1 plan.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding the company's future performance. It solely reports past insider transactions.

Industry Context

This filing reports a routine insider transaction, common across publicly traded companies where executives receive equity compensation. It does not provide information to analyze broader industry trends or competitor performance.

Comparison to Industry Standards

• The exercise of stock options and subsequent sale of shares is a standard practice for executives to monetize their equity compensation and manage personal finances.
• The use of a Rule 10b5-1 plan aligns with best practices for insider trading compliance, demonstrating a pre-planned, non-discretionary approach to transactions, which is a common and accepted method for insiders to trade company stock.

Related Party Transactions

• Dave Girouard's indirect beneficial ownership includes shares held by various trusts (2008 D&T Girouard Revocable Trust, DTG GRAT LLC, TMG 2020 EXEMPT GIFT TRUST, JRG 2020 EXEMPT GIFT TRUST, TMG 2020 NONEXEMPT GIFT TRUST, JRG 2020 NONEXEMPT GIFT TRUST), for which he or a related party serves as trustee. These are standard arrangements for executive wealth management and are disclosed as indirect beneficial ownership.

Stakeholder Impact

• Shareholders: May view the sale as a routine diversification or monetization of equity compensation, especially given the 10b5-1 plan. Some might interpret it as a slight negative signal, though the pre-planned nature mitigates this.

Next Steps

• The remaining 835,075 employee stock options held by Dave Girouard will expire on September 20, 2026, if not exercised before then.

Key Dates

Recommendation

The filing details a pre-planned insider transaction (option exercise and subsequent sale) by the CEO, executed under a Rule 10b5-1 trading plan. Such routine transactions are generally not indicative of a change in the company's fundamental outlook or a signal for investors to alter their positions based solely on this filing. The transaction represents a monetization of vested equity compensation rather than a discretionary sale based on new material information.

Keywords

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