Darling Scott 4

What Happened Scott Darling, Chief Legal Officer of Upstart Holdings (UPST), exercised/converted derivative securities (coded M) on January 22, 2026, resulting in the acquisition of 7,564 shares at $13.22 per share for a total cash cost of $99,996. The filing also shows the corresponding derivative position for 7,564 shares was disposed/converted at $0.00, indicating the derivative instruments were converted into the underlying shares rather than an open‑market sale.

Key Details

• Transaction date: 2026-01-22.
• Acquired: 7,564 shares at $13.22 each — total $99,996 (exercise/conversion).
• Disposed: 7,564 derivative units at $0.00 (conversion of the derivative instrument).
• Shares owned after transaction: Not specified in the filing.
• Footnotes: Shares are held by the Darling Family Trust (F1). Some securities are restricted stock units (RSUs) subject to vesting (F2). Vesting schedule for related option: 1/48 vested starting Jan 20, 2023, monthly thereafter (F3).
• Filing timeliness: Form filed Jan 23, 2026 for a Jan 22, 2026 transaction — appears timely.

Context

• This filing reports an exercise/conversion of derivative securities (code M). No open‑market sale was reported in this Form 4, so the transaction reflects conversion to shares rather than a sale (i.e., not a cashless disposition reported here).
• RSU and vesting footnotes indicate some or all shares may remain subject to vesting conditions or trust ownership, which can affect when shares are free to trade.