Darling Scott 4

What Happened
Scott Darling, Chief Legal Officer of Upstart Holdings (UPST), reported sales on Feb 20, 2026. He sold 6,478 shares (weighted avg price $29.85; prices ranged $29.60–$30.255) for $193,394 and another 390 shares at $30.25 for $11,798, for total cash proceeds of about $205,192. These sales were primarily to cover tax withholding tied to vested restricted stock units (RSUs). Related entries show 6,638 RSU shares changing form (acquired and reclassified) as part of the vesting/transfer process.

Key Details

• Transaction date: February 20, 2026 (reported on Form 4 filed Feb 24, 2026 — timely filing).
• Sales (code S): 6,478 shares @ weighted avg $29.85 (range $29.60–$30.255) = $193,394; 390 shares @ $30.25 = $11,798. Total proceeds ≈ $205,192.
• Other entries (code J): 6,638 shares reported as both acquired and disposed with no cash consideration (change in form of ownership related to RSU vesting).
• 390 shares sold include shares acquired Feb 13, 2026 under the company’s 2020 Employee Stock Purchase Plan (ESPP).
• Footnotes: sales to cover tax withholding on RSU vesting; some shares are RSUs (each represents a contingent right to one share); one sale was effected under a Rule 10b5‑1 trading plan adopted May 30, 2025.
• Shares owned after the transactions: not disclosed in the excerpt provided.

Context: These transactions are sales and largely routine — driven by RSU vesting and tax-withholding needs rather than an obvious directional buy/sell signal. The presence of a 10b5‑1 plan and tax-related sales is common and does not necessarily indicate a change in an insider’s view of the company.