Form 4: Upstart Holdings Chief Legal Officer Sells Shares Under 10b5-1 Trading Plan
SEC Form 4 Filing
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, Inc., reported transactions involving Upstart's common stock.
- On April 29, 2025, Darling exercised options to acquire 1,000 shares at $13.22 per share and sold 1,000 shares at $50.27 per share.
- On May 1, 2025, Darling exercised options to acquire 1,000 shares at $13.22 per share and sold 1,000 shares at a weighted average price of $50.1572.
- These transactions were executed under a Rule 10b5-1 trading plan adopted on November 27, 2024.
- Following these transactions, Darling directly owns 150,129 shares of common stock and holds options for 224,527 shares.
Sentiment
Score: 5
Explanation: Neutral sentiment as the transactions were pre-planned under a 10b5-1 trading plan. It's a routine filing and doesn't necessarily indicate a positive or negative outlook for the company.
Positives
- The transactions were executed under a pre-arranged 10b5-1 trading plan, suggesting they were planned well in advance and not based on immediate insider information.
Negatives
- The sale of shares by a high-ranking officer could be interpreted negatively by some investors, although the existence of a 10b5-1 plan mitigates this concern.
Risks
- While the 10b5-1 plan suggests pre-arranged sales, significant insider selling could still create negative market sentiment.
Industry Context
Insider trading activity is always closely watched in the financial industry, and Form 4 filings are a routine part of that monitoring. The use of a 10b5-1 plan is a common practice to allow insiders to sell shares without raising concerns about trading on non-public information.
Stakeholder Impact
- The sale of shares by a high-ranking officer could be perceived negatively by shareholders, although the existence of a 10b5-1 plan mitigates this concern.
Key Dates
| Date | Description |
|---|---|
| January 20, 2023 | Initial vesting date for 1/48 of the shares subject to the employee stock option. |
| November 27, 2024 | Date the Reporting Person adopted the Rule 10b5-1 trading plan. |
| April 29, 2025 | Date of option exercise and sale of 1,000 shares of common stock. |
| May 1, 2025 | Date of option exercise and sale of 1,000 shares of common stock. |
| May 1, 2025 | Date of the signature on the Form 4 filing. |
| December 31, 2032 | Expiration date of the Employee Stock Options. |
Keywords
Upstart Holdings, Scott Darling, insider trading, Form 4, stock options, Rule 10b5-1, UPST, Chief Legal Officer, share sale
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