Form 4: Upstart CFO Sells Shares for Tax Obligations

Upstart Holdings, Inc. CFO Sanjay Datta sold 13,624 shares of common stock on November 20, 2025, primarily to cover tax withholding obligations related to RSU vesting.

Summary

• Sanjay Datta, Chief Financial Officer of Upstart Holdings, Inc. (UPST), reported the sale of common stock.
• A total of 13,624 shares of common stock were sold in two separate transactions on November 20, 2025.
• The sales were executed to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).
• The transactions were made pursuant to a Rule 10b5-1(c) plan.
• The first transaction involved 12,624 shares sold at a weighted average price of $36.544, with prices ranging from $35.895 to $36.875.
• The second transaction involved 1,000 shares sold at a weighted average price of $36.992, with prices ranging from $36.90 to $37.13.
• Following these transactions, Sanjay Datta beneficially owns 284,280 shares, which include certain RSUs.

Sentiment

Score: 5

Explanation: The transaction is a routine sale of shares by an insider to cover tax obligations related to RSU vesting, which is a common and expected event and does not indicate a change in company fundamentals or management's outlook.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• Shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).

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 sale represents a minor dilution of the total outstanding shares, but is a routine event for executive compensation and is unlikely to have a significant impact on the company's stock price or long-term value.
• Employees: No direct impact on employees is indicated by this filing.

Key Dates

Recommendation

The filing details a routine insider stock sale by the CFO to cover tax obligations associated with RSU vesting. This type of transaction is common and generally does not reflect a change in the company's operational performance or the insider's long-term view of the company. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

Upstart, UPST, Form 4, Insider Transaction, Stock Sale, CFO, Sanjay Datta, RSU, Tax Withholding, Rule 10b5-1