Form 4: Upstart CLO Sells Shares Under 10b5-1 Plan
Insider Transaction Report
Upstart Holdings' Chief Legal Officer, Scott Darling, exercised stock options and sold 1,000 shares of common stock for $50 per share, as part of a pre-arranged 10b5-1 trading plan.
Summary
- Scott Darling, Chief Legal Officer of Upstart Holdings, Inc. (UPST), reported transactions on January 5, 2026.
- Exercised 1,000 employee stock options at an exercise price of $13.22 per share.
- Sold 1,000 shares of common stock at a price of $50 per share.
- These transactions were conducted under a Rule 10b5-1 trading plan adopted on May 30, 2025.
- Following these transactions, Darling directly holds 92,598 shares of common stock and indirectly holds 17,435 shares through the Darling Family Trust.
- Darling also beneficially owns 194,527 employee stock options.
Sentiment
Score: 6
Explanation: The filing reports a planned insider sale under a 10b5-1 plan, indicating a pre-scheduled transaction rather than a reaction to new information. The insider realized a significant profit from the option exercise and sale.
Positives
- Chief Legal Officer Scott Darling realized a significant profit by selling shares at $50, substantially above the $13.22 exercise price.
- The transaction was executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned disposition rather than an immediate reaction to market conditions.
Negatives
- An insider sold 1,000 shares of common stock.
Future Outlook
NA
Management Comments
- The option exercise and sale reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 30, 2025.
Industry Context
NA
Related Party Transactions
- 1,000 shares of common stock were acquired by the Darling Family Trust, and 1,000 shares were disposed of by the trust, representing a change in the form of ownership.
- 18,435 shares were held indirectly by the Darling Family Trust before a sale of 1,000 shares, resulting in 17,435 shares held indirectly by the trust.
Stakeholder Impact
- Shareholders: The sale of 1,000 shares by a Chief Legal Officer, while a small amount, represents an insider taking profits. This is a routine transaction under a pre-arranged plan.
Key Dates
| Date | Description |
|---|---|
| 01/20/2023 | Vesting start date for employee stock options (1/48 of shares vested). |
| 05/30/2025 | Rule 10b5-1 trading plan adopted by the Reporting Person. |
| 01/05/2026 | Date of earliest transaction (option exercise and share sale). |
| 01/06/2026 | Signature date of the Form 4 filing. |
| 12/31/2032 | Expiration date of employee stock options. |
Keywords
Upstart Holdings, UPST, Scott Darling, insider trading, Form 4, stock option exercise, share sale, 10b5-1 plan, Chief Legal Officer
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