Darling Scott 4
4 · Upstart Holdings, Inc. · Filed May 18, 2026
Research Summary
AI-generated summary of this filing
Upstart (UPST) CLO Scott Darling Sells Shares
What Happened
Scott Darling, Chief Legal Officer of Upstart Holdings (UPST), sold a total of 727 shares in open-market/private sales on May 15, 2026. The sales were: 286 shares at a weighted average price of $28.84 (≈ $8,248) and 441 shares at a weighted average price of $29.99 (≈ $13,228), for combined proceeds of approximately $21,476. According to the filing, these sales were made to satisfy tax withholding obligations tied to the vesting of restricted stock units (RSUs).
Key Details
- Transaction date: 2026-05-15 (filed on Form 4 2026-05-18; appears timely).
- Sale details:
- 286 shares sold @ weighted avg $28.84 (reported price range $28.44–$29.27).
- 441 shares sold @ weighted avg $29.99 (reported price range $29.58–$30.54).
- Total shares sold: 727; total proceeds ≈ $21,476.
- Reason: Shares sold to cover tax withholding for RSU vesting (footnotes F1, F3).
- Holdings after transaction: filing notes a deposit of 814 shares from Darling into the Darling Family Trust; the filing lists trust-held shares (see footnotes F5–F6).
- Footnote commitments: Reporting person will provide detailed per-price breakdown on request (F2, F4).
Context
- These sales were routine tax-withholding dispositions tied to RSU vesting and do not necessarily signal a change in insider sentiment. RSUs are contingent awards that convert to shares upon vesting; withholding sales are common to cover associated taxes.
- No options exercise or large new purchases were reported. This is an insider sale (code S) for tax purposes rather than a discretionary market-sale signal.
Insider Transaction Report
Form 4
Darling Scott
Chief Legal Officer
Transactions
- Sale
Common Stock
[F1][F2][F3]2026-05-15$28.84/sh−286$8,248→ 103,864 total - Sale
Common Stock
[F1][F4][F3]2026-05-15$29.99/sh−441$13,228→ 102,609 total
Holdings
- 32,451(indirect: See Footnote)
Common Stock
[F5][F6]
Footnotes (6)
- [F1]These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).
- [F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.44 to $29.27. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
- [F3]Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions of each RSU.
- [F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.58 to $30.54. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
- [F5]The shares are held by the Darling Family Trust.
- [F6]The number of shares held reflects the deposit of 814 shares of Common Stock from the Reporting Person to the Darling Family Trust.
Signature
/s/ Steven Madrid, by power of attorney|2026-05-18