Form 4: Upstart Holdings Chief Legal Officer Sells Shares Under 10b5-1 Trading Plan

Scott Darling, Chief Legal Officer of Upstart Holdings, executed stock option exercises and sales under a pre-arranged Rule 10b5-1 trading plan.

Summary

• Scott Darling, the Chief Legal Officer of Upstart Holdings, executed transactions involving Upstart's common stock.
• These transactions included the exercise of employee stock options and the subsequent sale of the acquired shares.
• The transactions were conducted under a pre-arranged Rule 10b5-1 trading plan adopted on February 29, 2024.
• On October 11, 2024, Darling exercised options to purchase 20,000 shares at $13.22 per share and sold those shares at a weighted average price of $45.0036.
• On October 14, 2024, Darling exercised options to purchase 75,000 shares at $13.22 per share and sold 75,000 shares at a weighted average price of $50.0165 and 9,000 shares at a weighted average price of $50.0233.
• Following these transactions, Darling directly owns 152,043 shares of common stock and holds options for 252,110 shares.
• Certain of the reported securities are restricted stock units (RSUs), each representing a contingent right to receive one share of common stock, subject to vesting schedules and conditions.

Sentiment

Score: 5

Explanation: This is a neutral disclosure of insider trading activity under a pre-arranged plan. It doesn't inherently indicate positive or negative sentiment about the company's prospects.

Industry Context

This filing is a routine disclosure of insider transactions. It's common for executives to utilize 10b5-1 plans to diversify their holdings and avoid accusations of trading on inside information. The impact on the stock price is usually minimal unless the transactions are unusually large or frequent.

Comparison to Industry Standards

• Executive compensation and stock ownership are common metrics for comparison across the fintech industry.
• Companies like LendingClub and SoFi also have executives who regularly exercise stock options and sell shares.
• The size and frequency of these transactions are generally in line with industry standards for companies of Upstart's size and stage.

Stakeholder Impact

• The transactions may have a minor impact on shareholders due to the increased supply of shares in the market.
• However, the impact is likely to be minimal given the relatively small size of the transactions compared to the company's overall market capitalization.

Key Dates