Form 4: Upstart Director Sells 500 Shares Under 10b5-1 Plan
Insider Transaction Report
Upstart Holdings Director Kerry Whorton Cooper sold 500 shares of common stock for $69.21 per share, executed under a pre-arranged Rule 10b5-1 trading plan.
Summary
- Upstart Holdings, Inc. Director Kerry Whorton Cooper reported a sale of 500 shares of common stock.
- The transaction occurred on September 2, 2025, at a price of $69.21 per share.
- This sale was conducted pursuant to a Rule 10b5-1 trading plan adopted by Ms. Cooper on August 29, 2024.
- Following the sale, Ms. Cooper beneficially owns 25,434 shares indirectly through a living trust and 4,314 restricted stock units (RSUs) directly.
Sentiment
Score: 5
Explanation: A neutral score as the transaction is a pre-planned insider sale, which is a routine event. While a sale reduces insider ownership, the 10b5-1 plan mitigates immediate negative sentiment.
Positives
- The sale was pre-planned under a Rule 10b5-1 trading plan, indicating a structured approach to managing personal holdings rather than a reaction to immediate market conditions.
Negatives
- A director selling shares, even under a 10b5-1 plan, can sometimes be perceived negatively by the market as it reduces insider ownership.
Future Outlook
The filing does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction.
Industry Context
This insider transaction is a routine disclosure for public companies and does not inherently reflect broader industry trends. Insider sales under 10b5-1 plans are common for executives and directors to manage personal finances and diversify holdings in a compliant manner.
Comparison to Industry Standards
- This Form 4 filing details a standard insider transaction under a Rule 10b5-1 plan, which is a common practice across all industries for corporate insiders to sell shares in a pre-arranged, compliant manner.
- There are no specific comparable companies, projects, or results mentioned in this filing to assess against industry benchmarks.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Kerry Whorton Cooper granted a Limited Power of Attorney to Scott Darling, Steven Madrid, and Jessica Jeong to execute and file SEC Forms 144, ID, 3, 4, and 5 on her behalf. This ensures compliance with securities laws for her holdings and transactions in Upstart Holdings, Inc. securities. | 05/28/2025 | Enhances efficiency and compliance for insider reporting requirements by delegating administrative tasks to legal counsel or company secretaries. |
Related Party Transactions
- The 25,434 shares are held by the Edward and Kerry Cooper Living Trust, for which the Reporting Person and her spouse serve as co-trustees. This constitutes a related party holding.
Stakeholder Impact
- Shareholders may view the insider sale, even under a 10b5-1 plan, with slight caution, though the pre-planned nature reduces immediate concern. The remaining significant indirect holdings and RSUs indicate continued alignment of interests.
Key Dates
| Date | Description |
|---|---|
| 05/28/2025 | Date Limited Power of Attorney was executed by Kerry Whorton Cooper. |
| 08/29/2024 | Date the Rule 10b5-1 trading plan was adopted by the Reporting Person. |
| 09/02/2025 | Date of the reported transaction (sale of common stock). |
| 09/04/2025 | Date the Form 4 was signed by power of attorney. |
Recommendation
holdThe Form 4 reports a routine, pre-planned insider sale by a director under a Rule 10b5-1 plan. This type of transaction is common for personal financial management and diversification and does not typically signal a change in the company's fundamentals or outlook. The director retains significant indirect holdings and RSUs. Therefore, this filing alone does not warrant a change in investment thesis, leading to a 'hold' recommendation.
Keywords
Upstart Holdings, UPST, Form 4, Insider Trading, Stock Sale, Kerry Whorton Cooper, 10b5-1 Plan, Director Transaction, Equity Sales
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.