Form 4: Upstart CFO Sells Shares for Tax Obligations

Upstart Holdings' Chief Financial Officer, Sanjay Datta, sold 13,473 shares of common stock to cover tax withholding obligations related to RSU vesting.

Summary

• Sanjay Datta, Chief Financial Officer of Upstart Holdings, Inc. (UPST), reported a sale of common stock.
• The transaction involved the disposition of 13,473 shares of Upstart common stock on August 20, 2025.
• The shares were sold at a weighted average price of $61.1187 per share, with individual sales ranging from $60.74 to $61.52.
• The purpose of the sale was to cover tax withholding obligations associated with the vesting of restricted stock units (RSUs).
• Following this transaction, Mr. Datta beneficially owns 297,904 shares of Upstart common stock.
• The transaction was made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.
• The reported beneficial ownership includes 21 shares acquired on August 15, 2025, under the Issuer's 2020 Employee Stock Purchase Plan.
• Certain beneficially owned securities are RSUs, each representing a contingent right to receive one share of Common Stock subject to vesting conditions.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The transaction is a routine, pre-planned sale to cover tax obligations related to RSU vesting, which is a common occurrence for executives receiving equity compensation. It does not indicate a change in management's confidence or company performance.

Positives

• The vesting of restricted stock units (RSUs) indicates compensation for the Chief Financial Officer, reflecting performance or tenure.
• The transaction was executed under a Rule 10b5-1 plan, suggesting a pre-planned, non-discretionary sale rather than a reactive decision based on market sentiment.

Negatives

• The transaction resulted in a reduction of 13,473 shares from the Chief Financial Officer's direct beneficial ownership.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This insider transaction is a routine event for executives receiving equity compensation and does not inherently reflect broader industry trends or competitive positioning. It is a standard practice for executives to sell a portion of vested equity to cover tax liabilities.

Stakeholder Impact

• Shareholders: The transaction represents a minor reduction in insider ownership, which is a routine event for tax purposes and generally has minimal impact on shareholder sentiment or company valuation.
• Employees: The RSU vesting and subsequent tax-related sale are part of standard executive compensation practices, which can be a positive signal for employee incentive programs.

Key Dates

Keywords

Upstart Holdings, UPST, Sanjay Datta, CFO, Insider Sale, Form 4, Restricted Stock Units, RSU Vesting, Tax Withholding, 10b5-1 Plan, Employee Stock Purchase Plan