UPST insider ownership: who sold, why, and what they still hold

Who	Shares	Price	% of total stake	Total stake after	Trade date	Filed
Paul Gu Chief Executive Officer, Director	50,000	$25.55	n/a	1.35M	Sep 10, 2026	Sep 10, 2026

What stands out

Two insiders bought shares: Paul Gu (200K shares, $6.6M) and Dave Girouard (170K shares, $5.0M). These are the first by current officers or directors since May 15, 2023.Paul Gu: purchase, Nov 11, 2025 · Dave Girouard: purchase, May 7, 2026

Sanjay Datta sold $3.9M of stock with no disclosed trading plan. The filings don't state a reason.Largest such sale, Sep 8, 2026

Scott Darling sold 32% of vested holdings: 40K shares for $1.4M, 48% under a disclosed plan.Largest sale, Dec 12, 2025

Percentages cover 8 of 13 officers and directors. 5 are left out

Left out: Dave Girouard (most holdings were last confirmed in 2023); Sanjay Datta and Natalia Mirgorodskaya (most of their shares vested during the period, so a percentage would mislead); Andrea Blankmeyer and Timothy Wennes (held no vested shares at the start).

Disclosed company stock is not an insider's whole wealth.

Who sold, and how much of their stake

Officers and directors, past 12 months. Each bar is the insider's vested stake at the start of the period (Oct 8, 2025). The gold part is what they sold.

SoldRest of starting stakeAdded during the period

Sanjay Datta

President, Capital& Enterprise

Sold 28% of the shares held or received (after tax withholding) during the period†. No bar against the starting stake: most of these shares arrived during the period.

$5.3MNo plan disclosed

Scott Darling

Chief Legal Officer

32% · $1.4M48% planned

Andrea Blankmeyer

Chief Financial Officer

Sold 10% of the shares held or received (after tax withholding) during the period†. No bar against the starting stake: most of these shares arrived during the period.

$507K59% planned

Natalia Mirgorodskaya

Chief Accounting Officer and Controller

Sold 15% of the shares held or received (after tax withholding) during the period†. No bar against the starting stake: most of these shares arrived during the period.

$201K60% planned

Kerry Cooper

Director

5.0% · $75KDisclosed plan

Amounts, filings and trading plans for each seller

Selling by month

Officers and directors, Oct 2025 to Oct 2026. Each sale is counted once: under a disclosed plan, else to cover taxes, else no plan disclosed.

Disclosed planTo cover taxesNo plan disclosed

Common questions

Is the Upstart CEO selling stock?

No. Paul Gu reported no open-market sales in the past 12 months.

Why are Upstart insiders selling?

Filings rarely give a reason, and we don't guess at one. What they show is how the sales were made: 16% of sales by value ran under 10b5-1 trading plans disclosed in the filings, 32% were to cover taxes and 53% had no disclosed plan. A trading plan schedules sales in advance.

Are any Upstart insiders buying?

Yes. 2 officers or directors reported 6 purchases in the past 12 months (Form 4 code P, which includes private purchases).

How much of their stake did Upstart insiders sell?

About 2.9% overall. As a group they ended with more shares than they started with. The biggest seller whose stake can be measured, Scott Darling, gave up 32% of starting holdings. These figures leave out Dave Girouard, the largest holder (most holdings were last confirmed in 2023). That covers the 12 months to Oct 8, 2026 and counts vested shares reported on SEC Forms 3, 4 and 5, which is not an insider's whole wealth.

The evidence

Who sold5 officers and directors: amount, % of holdings, trading plan

Who sold	Amount	% of holdings	Trading plan
Sanjay Datta President, Capital& Enterprise	$5.3M 183K shares	28%† i † Most of the shares Sanjay Datta sold arrived during the period, so this is shares sold as a share of the 298K held at the start plus the 362K received, less 0 withheld by the company for taxes.	No plan disclosed
Scott Darling Chief Legal Officer	$1.4M 40K shares	32%	48% under a disclosed plan
Andrea Blankmeyer Chief Financial Officer	$507K 17K shares	10%† i † Most of the shares Andrea Blankmeyer sold arrived during the period, so this is shares sold as a share of the 0 held at the start plus the 169K received, less 0 withheld by the company for taxes.	59% under a disclosed plan
Natalia Mirgorodskaya Chief Accounting Officer and Controller	$201K 6.5K shares	15%† i † Most of the shares Natalia Mirgorodskaya sold arrived during the period, so this is shares sold as a share of the 21K held at the start plus the 21K received, less 0 withheld by the company for taxes.	60% under a disclosed plan
Kerry Cooper Director	$75K 1.5K shares	5.0%	Disclosed plan

The full ownership picture13 of 13 insiders fully reconciled · 13 officers and directors

Vested shares across all share classes, held directly and through trusts, LLCs and family members, as reported on SEC Forms 3, 4 and 5. Unvested awards and options are never counted as owned shares.

Insider

Held Oct 8, 2025

Sold

Held Oct 8, 2026

Still held

Dave Girouard

Most of this insider's holdings were last confirmed in 2023. Confirmed in the last three years: 11,871,803 shares. Not confirmed since: 35,387,428 shares, left out of this row. "Still held" is not shown because it would cover only the smaller, confirmed part.

Director

10.87M

11.87M

see note

Vesting, gifts, unvested awards and holding lines for Dave Girouard

+835Kshares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Includes unvested RSUs, amount not disclosed.
Additional holdings last reported more than 3 years ago are shown separately and excluded from totals.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common Stock	52,614	52,614
2008 D&T Girouard Revocable Trust	Common Stock	8,342,701	9,348,016
DTG GRAT LLC, dated May 23,2023	Common Stock	1,000,000	1,000,000
JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020	Common Stock	546,501	546,501
TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020	Common Stock	546,501	546,501
JRG NONEXEMPT GIFT TRUST	Common Stock	126,057	126,057
TMG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020	Common Stock	126,057	126,057
JRG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020	Common Stock	126,057	126,057

Additional holdings last reported Mar 17, 2023, not confirmed since: 35,387,428 shares. Not included in any total or percentage on this page.

Reporting Person of an aggregate of 120,540 shares of Common Stock, the 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee, Common Stock: 8,769,186 shares, last reported Mar 1, 2022
y the Reporting Person of an aggregate of 83,333 shares of Common Stock, the 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee, Common Stock: 8,685,853 shares, last reported Apr 1, 2022
y the Reporting Person of an aggregate of 41,667 shares of Common Stock, the 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee, Common Stock: 8,644,186 shares, last reported May 2, 2022
Girouard Revocable Trust, Common Stock: 8,342,701 shares, last reported Feb 21, 2023
TMG Trust, Common Stock: 567,331 shares, last reported Dec 1, 2021
Girouard 2020 GRAT, dated October 19, 2020, Common Stock: 252,114 shares, last reported Feb 21, 2023
Unresolved (see footnote), Common Stock: 126,057 shares, last reported Mar 17, 2023

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
417,098	$25.75	Feb 28, 2034	$0
239,628	$66.67	Feb 27, 2035	$0

Estimate: options held × ($25.55 − strike price), using the most recent insider trade price on Form 4 (Sep 10, 2026), not a market close.

Paul Gu

Minor difference of 390 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer). Includes unvested RSUs, amount not disclosed. An owner entity could not be identified from the footnotes.

Chief Executive Officer, Director

1.15M

1.35M

no sales

Vesting, gifts, unvested awards and holding lines for Paul Gu

0shares vested or exercised

0gifted (net of own trusts)

0 → 913Kunvested awards, start → end

Includes unvested RSUs, amount not disclosed.
An owner entity could not be identified from the footnotes.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common Stock	1,147,156	1,102,616
Gu Qiao Family Trust	Common Stock	0	70,000
LLC	Common Stock	0	130,000
Paul Xinquan Gu 2021 Gifting Trust	Common Stock	0	44,930

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
42,500	$3.80	Mar 29, 2029	$924K
181,336	$8.88	Jan 31, 2030	$3.0M
285,332	$15.23	Mar 17, 2033	$2.9M
106,593	$25.75	Feb 28, 2034	$0
55,728	$66.67	Feb 27, 2035	$0

Estimate: options held × ($25.55 − strike price), using the most recent insider trade price on Form 4 (Sep 10, 2026), not a market close.

Reconciliation: minor difference of 390 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer).

Sanjay Datta

Minor difference of 390 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer). Includes unvested RSUs, amount not disclosed.

President, Capital& Enterprise

298K

−183K

477K

not meaningful

Vesting, gifts, unvested awards and holding lines for Sanjay Datta

+300Kshares vested or exercised

0gifted (net of own trusts)

0 → 185Kunvested awards, start → end

Includes unvested RSUs, amount not disclosed.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common Stock	297,904	476,578

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
302,607	$1.35	Dec 28, 2026	$7.3M
116,281	$25.75	Feb 28, 2034	$0
55,728	$66.67	Feb 27, 2035	$0

Estimate: options held × ($25.55 − strike price), using the most recent insider trade price on Form 4 (Sep 10, 2026), not a market close.

Reconciliation: minor difference of 390 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer).

Scott Darling

Minor difference of -360 shares. Difference is under 0.5% of holdings. Includes unvested RSUs, amount not disclosed.

Chief Legal Officer

124K

−40K

120K

97%

Vesting, gifts, unvested awards and holding lines for Scott Darling

+12Kshares vested or exercised

0gifted (net of own trusts)

0 → 74Kunvested awards, start → end

Includes unvested RSUs, amount not disclosed.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common Stock	123,898	73,306
Darling Family Trust	Common Stock	0	46,610

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
186,963	$13.22	Dec 31, 2032	$2.3M
58,141	$25.75	Feb 28, 2034	$0
27,864	$66.67	Feb 27, 2035	$0

Estimate: options held × ($25.55 − strike price), using the most recent insider trade price on Form 4 (Sep 10, 2026), not a market close.

Reconciliation: minor difference of -360 shares. Difference is under 0.5% of holdings.

Ciaran O'Kelly

Includes unvested RSUs, amount not disclosed.

Director

32K

39K

no sales

Vesting, gifts, unvested awards and holding lines for Ciaran O'Kelly

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Includes unvested RSUs, amount not disclosed.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common Stock	31,840	39,484

Hilliard Terry III

Includes unvested RSUs, amount not disclosed.

Director

31K

37K

no sales

Vesting, gifts, unvested awards and holding lines for Hilliard Terry III

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Includes unvested RSUs, amount not disclosed.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common Stock	30,956	37,432

Mary Hentges

Includes unvested RSUs, amount not disclosed.

Director

31K

37K

no sales

Vesting, gifts, unvested awards and holding lines for Mary Hentges

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Includes unvested RSUs, amount not disclosed.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common Stock	30,673	37,149

Kerry Cooper

Includes unvested RSUs, amount not disclosed. An owner entity could not be identified from the footnotes.

Director

30K

−1.5K

36K

+22%

Vesting, gifts, unvested awards and holding lines for Kerry Cooper

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Includes unvested RSUs, amount not disclosed.
An owner entity could not be identified from the footnotes.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common Stock	4,314	6,476
Edward and Kerry Cooper Living Trust	Common Stock	25,434	27,707
Unresolved (see footnote)	Common Stock	0	2,000

Jeff Huber

Includes unvested RSUs, amount not disclosed.

Director

30K

no sales

Vesting, gifts, unvested awards and holding lines for Jeff Huber

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Includes unvested RSUs, amount not disclosed.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common Stock	29,671	29,671

Natalia Mirgorodskaya

Minor difference of 390 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer). Includes unvested RSUs, amount not disclosed.

Chief Accounting Officer and Controller

21K

−6.5K

36K

not meaningful

Vesting, gifts, unvested awards and holding lines for Natalia Mirgorodskaya

+12Kshares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Includes unvested RSUs, amount not disclosed.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common Stock	21,081	35,875

Stock options (not counted as shares):

Options held	Strike price	Expires	Intrinsic value (estimate)
2,947	$25.90	Aug 31, 2032	$0
582	$25.75	Feb 28, 2034	$0
616	$46.03	Mar 30, 2035	$0
3,799	$46.03	Mar 30, 2035	$0
5,938	$27.23	Feb 29, 2036	$0

Estimate: options held × ($25.55 − strike price), using the most recent insider trade price on Form 4 (Sep 10, 2026), not a market close.

Reconciliation: minor difference of 390 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer).

Peter Bernard

Includes unvested RSUs, amount not disclosed.

Director

4.1K

11K

no sales

Vesting, gifts, unvested awards and holding lines for Peter Bernard

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Includes unvested RSUs, amount not disclosed.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common Stock	4,082	11,392

Andrea Blankmeyer

Includes unvested RSUs, amount not disclosed.

Chief Financial Officer

−17K

152K

not meaningful

Vesting, gifts, unvested awards and holding lines for Andrea Blankmeyer

0shares vested or exercised

0gifted (net of own trusts)

0 → 148Kunvested awards, start → end

Includes unvested RSUs, amount not disclosed.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common Stock	0	152,208

Timothy Wennes

Includes unvested RSUs, amount not disclosed.

Director

6.5K

no sales

Vesting, gifts, unvested awards and holding lines for Timothy Wennes

0shares vested or exercised

0gifted (net of own trusts)

none reportedunvested awards, start → end

Includes unvested RSUs, amount not disclosed.

Held through	Share class	Oct 8, 2025	Oct 8, 2026
Direct includes unvested RSUs, amount not disclosed	Common Stock	0	6,476

13 of 13 insiders fully reconciled: starting holdings plus reported transactions match ending holdings (9 exactly, 4 with a minor or footnoted difference). Percentages cover 8 of 13 officers and directors. Left out: Dave Girouard (most holdings were last confirmed in 2023); Sanjay Datta and Natalia Mirgorodskaya (most of their shares vested during the period, so a percentage would mislead); Andrea Blankmeyer and Timothy Wennes (held no vested shares at the start). "Still held" compares ending with starting vested shares; a plus sign means the holding grew.

What explains the selling$7.5M of sales by plan status, purpose, seller and month

Officer and director open-market sales: $7.5M across 248,430 shares. Plan status and stated purpose are separate questions, and a sale can have both.

By plan status

Disclosed plan · $1.2M · 16%

84%

The lighter segment is sales with no plan disclosed in the filing ($6.3M), including tax-related sales outside a plan.

No plan disclosed · $3.9M

Sales with no 10b5-1 plan and no tax reference in the filing. $3.9M of it is Sanjay Datta. No plan disclosed is a statement about the filing, not about why the sale happened. Largest such sale: Sanjay Datta, Sep 8, 2026

Taxes

$2.8M of sales (37.0%) cite tax obligations in their footnotes, $404K of them also under a plan. Example: Natalia Mirgorodskaya, Aug 20, 2026

Purchases · 2 buyers (6 trades)

2 officers and directors bought shares in this period, in 6 trades(Form 4 code P). Across all their filings on record there are 7 purchase trades.

Seller	Shares sold	Proceeds	Under a disclosed plan	Share of total	Sales dates
Sanjay Datta President, Capital& Enterprise	183K	$5.3M	0%	71%	Nov 20, 2025 to Sep 8, 2026
Scott Darling Chief Legal Officer	40K	$1.4M	48%	19%	Oct 24, 2025 to Aug 20, 2026
Andrea Blankmeyer Chief Financial Officer	17K	$507K	59%	7%	May 15, 2026 to Aug 19, 2026
Natalia Mirgorodskaya Chief Accounting Officer and Controller	6.5K	$201K	60%	3%	Nov 20, 2025 to Aug 25, 2026
Kerry Cooper Director	1.5K	$75K	100%	1%	Dec 12, 2025 to Dec 12, 2025

Sales by month

Month	Sale proceeds	Disclosed plan	To cover taxes	No plan disclosed
Oct 2025	$55K	$55K	$0	$0
Nov 2025	$841K	$30K	$811K	$0
Dec 2025	$445K	$445K	$0	$0
Jan 2026	$50K	$50K	$0	$0
Feb 2026	$487K	$230K	$257K	$0
Mar 2026	$10K	$10K	$0	$0
Apr 2026	$0	$0	$0	$0
May 2026	$748K	$28K	$720K	$0
Jun 2026	$456K	$0	$0	$456K
Jul 2026	$0	$0	$0	$0
Aug 2026	$1.2M	$326K	$568K	$315K
Sep 2026	$3.2M	$0	$0	$3.2M
Oct 2026	$0	$0	$0	$0

Is this normal? Selling year by year4 earlier years to compare with

Less than usual: about a quarter of the 4-year average. 5 insiders sold; the average is 6 a year.

12 months ending	Shares sold	Insiders who sold	Proceeds
Oct 8, 2026 Latest 12 months	248K	5	$7.5M
Oct 8, 2025 1 year earlier	1.11M	7	$74.4M
Oct 8, 2024 2 years earlier	884K	5	$28.8M
Oct 9, 2023 3 years earlier	286K	6	$7.0M
Oct 9, 2022 4 years earlier	1.43M	7	$293M
Oct 9, 2021 5 years earlier · filings don't cover the whole year	2.80M	5	$346M

Open-market sales (Form 4 code S) by people who were officers or directors, in split-adjusted shares. Earlier years include people who have since left. A sale that an outside holder also reports (a family trust, a fund) is counted with outside holders in every year. Shares, not dollars, are compared, so a change in the stock price doesn't look like a change in selling. Years the filings don't fully cover are shown but left out of the average.

Known gaps and uncertaintyEvery officer and director reconciles

Every officer and director reconciles for this period.

Paul Gu: minor difference of 390 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer).

Sanjay Datta: minor difference of 390 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer).

Scott Darling: minor difference of -360 shares. Difference is under 0.5% of holdings.

Natalia Mirgorodskaya: minor difference of 390 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer).

Inferred rename: "Third Point Ventures, LLC" is treated as the same holder as "or on behalf of certain funds", because the old name was never reported again and the new one opened with the same balance (13,381,222 shares). Old name, new name

Inferred rename: "Darling Family Trust, under agreement dated September 18, 2025, of which the Reporting Person and his spouse are co-trustees" is treated as the same holder as "Darling Family Trust", because the old name was never reported again and the new one opened with the same balance (124,148 shares). Old name, new name

External context: we only cite outside events when a documented connection exists. None is shown for this period.

Sources and methodology489 filings from SEC EDGAR, and how we read them

All 489 Forms 3, 4 and 5 filed for Upstart (SEC CIK 1647639) from Dec 15, 2020 to Sep 10, 2026, retrieved from SEC EDGAR on Oct 8, 2026. Prices are the ones reported in each filing, often weighted averages.

Holdings. Each holding line (a share class plus an owner, such as a trust or LLC) carries its last reported balance forward. Entities first reported during the period start at zero, so transfers between an insider's own trusts don't count as selling. Lines not reported for three years or more are listed separately and left out of totals.

Sales. A sale counts as under a 10b5-1 plan if its footnote cites one or the filing's Rule 10b5-1 box is checked, and as tax-related if its footnote cites tax obligations or sell-to-cover. Shares withheld by the company for taxes are listed separately. Sales with neither attribute are labeled "no plan disclosed".

Full methodology

Former or inactive filers (6)No filing in 18 months; last reported balances, not in any total

Name	Last filed	Last reported balance
Cassidy Singh	Dec 3, 2024	8,278 shares, last reported balance as of Dec 2, 2024
Alison Nicoll	Jun 28, 2022	412,983 shares, last reported balance as of Jun 24, 2022
Anna Counselman	Feb 23, 2022	19,143 shares, last reported balance as of Feb 20, 2022
Daniel Loeb	Dec 3, 2021	13,335,426 shares, last reported balance as of Dec 3, 2021
de Mielczarek		No balance on record
Robert Schwartz		No balance on record

Upstart insiders sold $7.5M in the past 12 months. How much of their stake is that?

What stands out

Who sold, and how much of their stake

Selling by month

Common questions

Is the Upstart CEO selling stock?

Why are Upstart insiders selling?

Are any Upstart insiders buying?

How much of their stake did Upstart insiders sell?

The evidence

No plan disclosed · $3.9M

Taxes

Purchases · 2 buyers (6 trades)

Sales by month