Darling Scott 4

4 · Upstart Holdings, Inc. · Filed May 22, 2026

AI-generated summary of this filing

Updated May 22, 2026

Upstart (UPST) CLO Scott Darling Sells 6,634 Shares

What Happened

Scott Darling, Chief Legal Officer of Upstart Holdings (UPST), sold 6,634 shares in an open-market/private sale on May 20, 2026. The weighted-average sale price was $28.78, resulting in gross proceeds of approximately $190,912. The sale was disclosed on a Form 4 filed May 22, 2026.

Key Details

Transaction date: 2026-05-20; filing date: 2026-05-22 (timely filing).
Shares sold: 6,634; weighted-average price: $28.78; total value ≈ $190,912.
Price range: individual transactions between $28.24 and $29.07 (weighted avg reported).
Reason for sale: sold to cover tax withholding obligations related to RSU vesting (tax-withholding sale).
Securities involved: certain shares were RSUs that vested (each RSU converts to one share).
Post-transaction holdings: reporting shows 7,247 shares held in the Darling Family Trust (reflecting a deposit of 7,247 shares from the reporting person).
Reporting party: shares are held by the Darling Family Trust; the filer will provide details on per-price allocations upon request.

Context

This was a tax-withholding sale of vested RSUs (routine liquidity to satisfy tax obligations), not a purchase signal. Such sales are common following RSU vesting and do not necessarily indicate the insider's view on the company.

Form 4

Period: 2026-05-20

Chief Legal Officer

Transactions

Holdings

Footnotes (5)

[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 $28.24 to $29.07. 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 shares are held by the Darling Family Trust.
[F5]The number of shares held reflects the deposit of 7,247 shares of Common Stock from the Reporting Person to the Darling Family Trust.

Signature

/s/ Steven Madrid, by power of attorney|2026-05-21

1 file