Form 4: Upstart Officer Sells Shares Under 10b5-1 Plan

Upstart Holdings' Chief Accounting Officer, Natalia Mirgorodskaya, exercised stock options and sold shares totaling 365 units under a pre-arranged trading plan.

Summary

• Natalia Mirgorodskaya, Upstart Holdings' Chief Accounting Officer and Controller, reported transactions involving company stock.
• Exercised 365 employee stock options for Common Stock at a price of $25.9 per share.
• Sold 365 shares of Common Stock at a weighted average price of $77.9657 per share.
• All reported transactions occurred on August 1, 2025.
• The transactions were conducted pursuant to a Rule 10b5-1 trading plan adopted on November 25, 2024.
• Following these transactions, beneficial ownership of non-derivative securities stands at 24,623 shares.
• Beneficial ownership of derivative securities (employee stock options) is 3,312 shares.
• Certain beneficially owned securities are Restricted Stock Units (RSUs), representing a contingent right to receive one share of Common Stock subject to vesting.

Sentiment

Score: 6

Explanation: The filing reports routine insider transactions (option exercise and sale) conducted under a pre-arranged 10b5-1 trading plan. This typically indicates a planned liquidity event for the insider rather than a reaction to new company-specific news, making the sentiment neutral to slightly positive for the insider due to realized gains.

Positives

• The reporting person realized a significant gain by exercising options at $25.9 and selling shares at a weighted average price of $77.9657.
• Transactions were executed under a pre-arranged Rule 10b5-1 plan, indicating a structured and pre-determined approach to share management rather than a reaction to immediate market conditions.

Negatives

• An officer sold shares, which, while pre-planned, could be perceived by some investors as a lack of increased confidence in the company's near-term stock appreciation.

Risks

• Potential for minor negative market perception due to insider share sales, even though conducted under a pre-planned Rule 10b5-1 arrangement.

Future Outlook

N/A

Industry Context

N/A

Stakeholder Impact

• Shareholders: The sale of shares by an officer, even under a 10b5-1 plan, could lead to minor shifts in market sentiment, though the impact is generally limited for routine transactions of this size.
• Employees: No direct impact on employees is indicated by this filing.

Key Dates

Recommendation

This Form 4 reports a routine insider transaction (option exercise and sale) executed under a pre-arranged 10b5-1 trading plan. Such transactions are typically for personal financial planning and do not inherently signal a change in the company's fundamental outlook or performance. Therefore, this filing alone does not provide a basis for a change in investment recommendation.

Keywords

Upstart Holdings, UPST, Form 4, Insider Trading, Stock Option, Share Sale, 10b5-1 Plan, Natalia Mirgorodskaya, Chief Accounting Officer, Controller