Form 4: Upstart Director Sells Shares Under Pre-Arranged Trading Plan

Upstart Holdings, Inc. Director Kerry Whorton Cooper sold 500 shares of common stock for $46.92 per share, as part of a pre-arranged Rule 10b5-1 trading plan.

Summary

• Kerry Whorton Cooper, a Director at Upstart Holdings, Inc. (UPST), disposed of 500 shares of common stock.
• The transaction occurred on June 2, 2025, with shares sold at a price of $46.92 per share.
• The sale was executed pursuant to a Rule 10b5-1 trading plan, which was adopted by the Reporting Person on August 29, 2024.
• Following this transaction, Ms. Cooper directly beneficially owns 25,934 shares of common stock.
• Additionally, 4,314 shares are indirectly held by the Edward and Kerry Cooper Living Trust, for which Ms. Cooper and her spouse serve as co-trustees; some of these are restricted stock units (RSUs).

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While a director selling shares can be seen negatively, the fact that it's under a pre-arranged 10b5-1 plan mitigates concerns about opportunistic selling based on negative undisclosed information. It's a routine disclosure.

Positives

• The sale was conducted under a Rule 10b5-1 trading plan, indicating it was pre-scheduled and not a reaction to recent non-public information, which can mitigate negative investor perception of insider selling.

Negatives

• A director's sale of shares, even if pre-planned, reduces their direct ownership stake in the company, which some investors may interpret as a lack of confidence or a move to diversify personal holdings.

Risks

• While the sale was pre-planned, significant insider selling over time could potentially be perceived negatively by the market, impacting investor sentiment.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic outlook.

Industry Context

This specific insider transaction filing (Form 4) provides details on an individual director's stock activity and does not directly relate to broader industry trends or competitive dynamics. It is a routine disclosure of insider trading activity.

Related Party Transactions

• 4,314 shares are held indirectly by the Edward and Kerry Cooper Living Trust, for which the Reporting Person and her spouse serve as co-trustees, indicating a related party holding.

Stakeholder Impact

• Shareholders may note the director's reduction in direct shareholding, though the pre-planned nature of the sale lessens potential negative interpretations.
• The transaction itself has no direct impact on employees, customers, suppliers, or creditors.

Key Dates

Recommendation

Keywords

Upstart Holdings, UPST, SEC Form 4, Insider Trading, Stock Sale, Director, Kerry Whorton Cooper, Rule 10b5-1, Common Stock, Financial Technology