Form 4: Upstart CLO Sells Shares Under 10b5-1 Plan
Insider Transaction Report
Upstart Holdings' Chief Legal Officer, Scott Darling, sold 6,402 shares of common stock for $68 per share, totaling $435,336, under a pre-arranged 10b5-1 trading plan.
Summary
- Scott Darling, Chief Legal Officer of Upstart Holdings, Inc. (UPST), reported a sale of common stock.
- The transaction involved the disposition of 6,402 shares of Upstart Holdings common stock.
- The shares were sold at a price of $68 per share.
- The total value of the shares sold was $435,336.
- The sale was executed on August 25, 2025.
- The transaction was conducted pursuant to a Rule 10b5-1 trading plan, which was adopted by Mr. Darling on November 27, 2024.
- Following this transaction, Mr. Darling beneficially owns 123,898 shares of Upstart Holdings common stock.
- The beneficially owned securities include restricted stock units (RSUs), each representing a contingent right to receive one share of Common Stock, subject to vesting conditions.
Sentiment
Score: 5
Explanation: The sale is a pre-planned transaction under a Rule 10b5-1 plan, which typically indicates a neutral sentiment as it's not based on immediate market timing or new material information.
Negatives
- An insider, the Chief Legal Officer, sold 6,402 shares of common stock.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Trading Plan Adoption | The sale was executed pursuant to a Rule 10b5-1 trading plan adopted on November 27, 2024, which allows insiders to sell shares at a predetermined time or price to avoid accusations of trading on material non-public information. | 11/27/2024 | Enhances transparency and provides an affirmative defense against insider trading allegations for planned sales. |
Stakeholder Impact
- Shareholders may note the insider sale, though its execution under a 10b5-1 plan generally mitigates concerns about its implications for company performance.
Key Dates
| Date | Description |
|---|---|
| 11/27/2024 | Rule 10b5-1 trading plan adopted by the Reporting Person. |
| 08/25/2025 | Transaction date for the sale of 6,402 shares of common stock. |
| 08/27/2025 | Signature date of the Form 4 filing. |
Recommendation
holdThe reported insider sale by the Chief Legal Officer was executed under a pre-arranged Rule 10b5-1 trading plan, which suggests the transaction was not based on new material non-public information. Such planned sales are common for executive liquidity and diversification and generally do not signal a change in the company's fundamental outlook, thus warranting a 'hold' recommendation.
Keywords
Upstart Holdings, UPST, Insider Trading, Form 4, Stock Sale, Scott Darling, Chief Legal Officer, 10b5-1 Plan, Restricted Stock Units
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