Form 4: Upstart Chief Legal Officer Executes Option Exercise and Share Sale Under Pre-Arranged Trading Plan
Insider Transaction Report
Upstart Holdings, Inc.'s Chief Legal Officer, Scott Darling, exercised stock options and subsequently sold 5,000 shares of common stock on July 8, 2025, as part of a pre-established Rule 10b5-1 trading plan.
Summary
- Scott Darling, Chief Legal Officer of Upstart Holdings, Inc. (UPST), exercised employee stock options to acquire 5,000 shares of common stock at a price of $13.22 per share on July 8, 2025.
- Concurrently, Darling sold 5,000 shares of Upstart common stock at a weighted average price of $80.0419 per share on July 8, 2025, with individual sales ranging from $80.00 to $80.07.
- These transactions were executed under a Rule 10b5-1 trading plan adopted by Darling on November 27, 2024.
- Following these transactions, Darling directly beneficially owns 137,014 shares of common stock, which includes restricted stock units (RSUs).
- Darling also directly beneficially owns 208,527 employee stock options after the reported transactions.
Sentiment
Score: 6
Explanation: The sentiment is neutral to slightly positive. While there is an insider sale, it is part of a pre-arranged 10b5-1 plan, which reduces the negative implication. The exercise of options at a low strike price and sale at a much higher price indicates the executive is realizing gains from past performance, which is generally positive for the company's stock performance over time.
Positives
- The transactions were conducted under a pre-established Rule 10b5-1 trading plan, indicating a planned and transparent approach to insider trading.
- The exercise of options at a strike price of $13.22 and subsequent sale at an average of $80.0419 demonstrates a significant profit for the insider, indicating the stock's appreciation since the options were granted.
Negatives
- The sale of 5,000 shares by a Chief Legal Officer could be perceived as a reduction in direct equity exposure by a key executive.
Future Outlook
NA
Industry Context
NA
Stakeholder Impact
- Shareholders: The sale of shares by a key executive, even if pre-planned, might be viewed with slight caution, but the transparency of the 10b5-1 plan mitigates concerns. The realization of significant gains by an executive could be seen as a positive signal regarding past stock performance.
Next Steps
- Continued vesting of remaining employee stock options for Scott Darling, with 1/48 of shares vesting monthly after January 20, 2023.
Key Dates
| Date | Description |
|---|---|
| 2023-01-20 | Initial vesting date for employee stock options (1/48 of shares subject to option vested, with subsequent monthly vesting). |
| 2024-11-27 | Date Rule 10b5-1 trading plan was adopted by Scott Darling. |
| 2025-07-08 | Date of option exercise and subsequent sale of common stock. |
| 2025-07-10 | Date the Form 4 was signed by power of attorney. |
| 2032-12-31 | Expiration date of the employee stock options. |
Keywords
Upstart Holdings, UPST, Scott Darling, Chief Legal Officer, SEC Form 4, Insider Trading, Stock Option Exercise, Share Sale, Rule 10b5-1 Plan, Equity Compensation, Restricted Stock Units
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