Form 4: Upstart CLO Exercises Options, Sells Shares Under 10b5-1 Plan

Upstart Holdings' Chief Legal Officer, Scott Darling, exercised stock options and subsequently sold a portion of his shares, including a transfer to a family trust, all under a pre-arranged trading plan.

Summary

• Scott Darling, Chief Legal Officer of Upstart Holdings, Inc., engaged in multiple transactions on December 12, 2025.
• Exercised 2,000 employee stock options at a price of $13.22 per share, acquiring 2,000 shares of common stock.
• Transferred 2,000 shares of common stock from his direct ownership to the Darling Family Trust, with no consideration exchanged.
• Sold 7,392 shares of common stock from the Darling Family Trust at a price of $50.00 per share.
• All reported transactions were executed pursuant to a Rule 10b5-1 trading plan adopted on May 30, 2025.
• Following these transactions, direct beneficial ownership stands at 92,598 shares and indirect beneficial ownership by the trust is 17,435 shares.
• The reporting person also holds 195,527 employee stock options with an exercise price of $13.22, vesting monthly from January 20, 2023, through December 31, 2032.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, including option exercise and subsequent sales, conducted under a pre-arranged 10b5-1 plan. This type of filing typically has a neutral sentiment as it reflects personal financial planning rather than a direct statement on company performance or outlook.

Positives

• The insider exercised options at $13.22 and sold shares at $50, indicating a significant profit on the exercised shares.
• The transactions were conducted under a Rule 10b5-1 trading plan, which demonstrates pre-planning and can mitigate concerns about opportunistic insider trading.

Negatives

• Insider selling, even under a 10b5-1 plan, can sometimes be perceived as a lack of confidence, though it is often for personal financial planning or diversification.

Future Outlook

This filing is a transactional report of insider stock activity and does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This Form 4 filing details routine insider stock transactions and does not provide information that allows for an analysis of broader industry trends or competitive landscape.

Corporate Governance

Related Party Transactions

• A transfer of 2,000 shares of common stock occurred from Scott Darling's direct ownership to the Darling Family Trust, which is considered a related party.

Stakeholder Impact

• Shareholders: The sale of shares by a Chief Legal Officer, even under a 10b5-1 plan, could be viewed with slight caution, though the amount is not exceptionally large relative to the company's market capitalization. The exercise of options at a lower price and sale at a higher price indicates personal financial gain for the insider.
• Employees: No direct impact on employees is indicated by this insider transaction report.

Key Dates

Keywords

Upstart Holdings, UPST, Insider Trading, Form 4, Stock Options, Share Sale, Rule 10b5-1, Chief Legal Officer, Scott Darling, Equity Transaction