Form 4: Upstart Chief Legal Officer Exercises Stock Options and Sells Shares Under Pre-Arranged Plan

Upstart Holdings, Inc.'s Chief Legal Officer, Scott Darling, exercised stock options and subsequently sold an equivalent number of shares on June 11, 2025, as part of a pre-arranged Rule 10b5-1 trading plan.

Summary

• Scott Darling, the Chief Legal Officer of Upstart Holdings, Inc. (UPST), executed a stock transaction on June 11, 2025.
• He exercised employee stock options to acquire 3,000 shares of Upstart Common Stock at a price of $13.22 per share.
• Immediately following the option exercise, Mr. Darling sold 3,000 shares of Common Stock at a price of $60.00 per share.
• These transactions were conducted pursuant to a Rule 10b5-1 trading plan that was adopted by Mr. Darling on November 27, 2024.
• After these reported transactions, Mr. Darling directly beneficially owns 137,014 shares of Common Stock.
• He also continues to hold 220,527 employee stock options, which have an exercise price of $13.22 and an expiration date of December 31, 2032.
• The vesting schedule for the options indicates that 1/48 of the shares subject to the option vested on January 20, 2023, and continue to vest monthly thereafter, contingent on his continued service.

Sentiment

Score: 5

Explanation: The document is a factual report of an insider stock transaction, which is neither inherently positive nor negative for the company's operational performance. The transaction was pre-planned, mitigating negative interpretations of insider selling.

Positives

• The Chief Legal Officer realized a significant profit by selling shares at $60.00 after exercising options at $13.22, indicating a substantial personal gain from the company's stock performance.
• The transaction was executed under a pre-arranged Rule 10b5-1 trading plan, which suggests a planned liquidity event rather than a reactive sale based on new information.

Negatives

• The sale of shares by a key executive, even if pre-planned, could be perceived by some investors as a lack of conviction in the stock's immediate future, potentially leading to negative market sentiment.

Risks

• Potential negative market perception due to an executive selling shares, despite the transaction being pre-planned under a Rule 10b5-1 plan, which could put downward pressure on the stock price.

Future Outlook

NA

Industry Context

This Form 4 filing reports an individual executive's stock transactions and does not provide broader industry context or trends for the financial technology or lending sectors.

Stakeholder Impact

• Shareholders: May interpret the executive's sale differently; some may view it as a routine liquidity event under a pre-arranged plan, while others might perceive it as a negative signal, potentially influencing short-term stock price movements.

Next Steps

• Continued vesting of remaining employee stock options according to the established schedule, contingent on the Reporting Person's continued service.

Key Dates

Keywords

Upstart Holdings, UPST, SEC Form 4, insider trading, stock options, share sale, executive compensation, Scott Darling, Chief Legal Officer, Rule 10b5-1 plan