Upstart Holdings, Inc.
For the period ended Jun 30, 2025. Filed Aug 5, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 5, 2025
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Item 5. Other Information
(c) Securities Trading Plans of Executive Officers and Directors
From time to time, some of the Company’s executive officers or directors may enter into trading plans that are designed to comply with the Company’s Insider Trading Policy and intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
During the quarter ended June 30, 2025, the following directors and officers (as defined in Rule 16a-1(f) of the Exchange Act) of the Company each adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K):
Name and title of director and officer: Paul Gu, Chief Technology Officer
Date ofadoption: May 28, 2025
Duration of the trading arrangement: Through August 31, 2026 or earlier if all transactions under the trading arrangement are completed
Aggregate number of securities to be sold from time to time: up to 581,500 shares, including shares issuable upon the exercise of outstanding options upon reaching the pricing targets defined in the trading arrangement.
Name and title of officer: Scott Darling, Chief Legal Officer
Date ofadoption: May 30, 2025
Duration of the trading arrangement: Through February 27, 2026 or earlier if all transactions under the trading arrangement are completed
Aggregate number of securities to be sold from time to time: up to 74,000 shares, including shares issuable upon the exercise of outstanding options upon reaching the pricing targets defined in the trading arrangement, plus any additional shares to be received upon the vesting of restricted stock units to occur on various dates within the duration of the trading arrangement, net of shares withheld to cover tax obligations upon the vesting, plus any shares purchased under the ESPP.
Name and title of officer: Natalia Mirgorodskaya, Chief Accounting Officer
Date ofadoption: May 30, 2025
Duration of the trading arrangement: Through February 27, 2026 or earlier if all transactions under the trading arrangement are completed
Aggregate number of securities to be sold from time to time: up to 23,642 shares, including shares issuable upon the exercise of outstanding options upon reaching the pricing targets defined in the trading arrangement, plus any additional shares to be received upon the vesting of restricted stock units to occur on various dates within the duration of the trading arrangement, net of shares withheld to cover tax obligations upon the vesting, plus any shares purchased under the ESPP.
During the quarter ended June 30, 2025, the following director and officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K):
Name and title of director and officer: Paul Gu, Chief Technology Officer
Date oftermination: April 8, 2025
Duration of the trading arrangement: Through May 31, 2026 or earlier if all transactions under the trading arrangement are completed
Aggregate number of securities to be sold from time to time: up to 656,500 shares, including shares issuable upon the exercise of outstanding options upon reaching the pricing targets defined in the trading arrangement.
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