Form 4: Upstart Holdings Officer Executes Pre-Planned Stock Option Exercise and Share Sale

Upstart Holdings' Chief Accounting Officer, Natalia Mirgorodskaya, completed a pre-arranged transaction, exercising stock options and selling 4,000 shares of common stock for a significant gain.

Summary

• Natalia Mirgorodskaya, Chief Accounting Officer and Controller of Upstart Holdings, Inc. (UPST), executed a pre-planned transaction on July 8, 2025.
• She exercised employee stock options to acquire 4,000 shares of common stock at an exercise price of $25.9 per share.
• Concurrently, she sold 4,000 shares of common stock at a weighted average price of $80.0675 per share, with individual sales ranging from $80.00 to $80.07.
• These transactions were conducted under a Rule 10b5-1 trading plan adopted on November 25, 2024.
• Following these transactions, Mirgorodskaya's direct beneficial ownership of common stock decreased from 28,623 shares to 24,623 shares.
• Her remaining employee stock options decreased from 7,677 (4,000 exercised + 3,677 remaining) to 3,677.

Sentiment

Score: 6

Explanation: The transaction is a routine, pre-planned insider sale under a 10b5-1 plan, which is generally viewed neutrally by the market. The significant gain for the officer is positive for the individual, but the sale itself is a reduction in insider holdings.

Positives

• The sale price of $80.0675 per share is significantly higher than the exercise price of $25.9, indicating a substantial gain for the officer on the exercised options.
• The transaction was executed under a Rule 10b5-1 trading plan, which demonstrates pre-planning and can mitigate concerns about opportunistic insider trading.

Negatives

• The sale of 4,000 shares by a key officer, even if pre-planned, represents a reduction in their direct ownership of common stock.

Future Outlook

This Form 4 filing details a past and future pre-planned transaction and does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The option exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 25, 2024.

Industry Context

This filing is a routine insider transaction under a pre-arranged trading plan and does not provide specific insights into broader industry trends or competitive dynamics within the financial technology or AI lending sectors. Such transactions are common for executives managing their equity compensation.

Comparison to Industry Standards

• This Form 4 filing details a standard insider transaction (option exercise and sale) executed under a Rule 10b5-1 plan, which is a common practice among executives in publicly traded companies across various industries, including financial technology. There are no specific comparable companies or projects mentioned in the document to benchmark against.

Corporate Governance

Related Party Transactions

• The transaction involves an officer of the company exercising stock options and selling shares, which is a direct transaction between a related party (officer) and the company's securities as part of compensation.

Stakeholder Impact

• Shareholders: The sale of shares by an officer could be perceived as a slight negative due to reduced insider ownership, but the pre-planned nature (10b5-1) mitigates concerns about opportunistic selling. The transaction itself does not directly impact the company's operations or financial health.
• Employees: The transaction relates to employee stock options, a form of compensation.
• Management: The transaction is a routine part of executive compensation and financial planning.

Next Steps

• The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price upon request to the Issuer, any security holder, or the SEC staff.

Key Dates

Recommendation

Keywords

Upstart Holdings, UPST, Form 4, Insider Trading, Stock Option Exercise, Share Sale, Rule 10b5-1 Plan, Natalia Mirgorodskaya, Chief Accounting Officer, Corporate Officer, Equity Transaction