Form 4: Upstart Holdings Chief Accounting Officer Sells Shares Under Pre-Arranged Trading Plan

Upstart Holdings, Inc.'s Chief Accounting Officer, Natalia Mirgorodskaya, sold 1,340 shares of common stock for approximately $59,114.60, as part of a pre-arranged Rule 10b5-1 trading plan.

Summary

• Natalia Mirgorodskaya, Chief Accounting Officer and Controller of Upstart Holdings, Inc. (UPST), reported a transaction on May 23, 2025.
• The transaction involved the sale of 1,340 shares of Upstart common stock.
• The shares were sold at a price of $44.19 per share.
• The total value of the shares sold was approximately $59,114.60.
• Following this transaction, Ms. Mirgorodskaya beneficially owns 24,623 shares of common stock, which includes restricted stock units (RSUs).
• The sale was executed pursuant to a Rule 10b5-1 trading plan adopted by Ms. Mirgorodskaya on November 25, 2024.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While an insider sale can sometimes be perceived negatively, the fact that it was conducted under a pre-arranged Rule 10b5-1 plan mitigates concerns, as it indicates a planned transaction rather than an immediate reaction to new information.

Positives

• The sale was conducted under a Rule 10b5-1 trading plan, indicating it was pre-scheduled and not based on immediate, non-public information, which can mitigate concerns about insider selling.

Negatives

• An insider sale, even under a 10b5-1 plan, represents a reduction in direct ownership by a key executive, which some investors might interpret as a lack of conviction, though this is often for personal financial planning.

Risks

• While the sale is pre-planned, a consistent pattern of insider selling by multiple executives could signal potential concerns about future company performance or valuation, though this single transaction does not indicate such a pattern.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook. It solely reports an insider transaction.

Management Comments

• The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 25, 2024.
• Certain of these securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

Industry Context

This specific Form 4 filing is an individual insider transaction and does not directly relate to broader industry trends. However, insider trading activity across the fintech or AI lending sectors can sometimes be aggregated to gauge overall sentiment among executives in those industries.

Comparison to Industry Standards

• Insider sales under Rule 10b5-1 plans are a common practice among executives in publicly traded companies across all industries, including technology and financial services, for personal financial planning and diversification.
• The volume of shares sold (1,340 shares) represents a small fraction of the company's total outstanding shares and is not indicative of a significant shift in ownership structure compared to large institutional transactions or major capital raises.

Related Party Transactions

• The transaction involves an officer of the company selling shares, which is a direct insider transaction.

Stakeholder Impact

• Shareholders: The sale slightly reduces the direct ownership stake of a key executive, which is primarily informational. Given it's a 10b5-1 plan, it's less likely to signal negative company prospects.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• No specific future actions or milestones are mentioned in this Form 4 filing, as it is a historical report of a completed transaction.

Key Dates

Recommendation

Keywords

Upstart Holdings, UPST, Form 4, insider trading, stock sale, Natalia Mirgorodskaya, Chief Accounting Officer, 10b5-1 plan, equity securities