Upstart (NASDAQ: UPST) CFO gets RSU and performance-based PRSU grants

Rhea-AI Filing Summary

Blankmeyer Andrea reported acquisition or exercise transactions in this Form 4 filing.

Upstart Holdings, Inc. Chief Financial Officer Andrea Blankmeyer received equity awards consisting of restricted stock units and performance-based units. She was granted 148,006 performance-based restricted stock units (PRSUs), each representing a contingent right to one share of common stock, with the actual payout ranging from 0% to 300% of this target based on TSR CAGR targets measured as of February 15, 2030 and vesting on February 20, 2030, subject to continued service. She was also granted 169,427 time-based RSUs, which vest quarterly as follows: 40% in equal installments over the 12 months beginning May 15, 2026, then 30%, 20%, and 10% in sequential 12‑month quarterly vesting periods, all conditioned on continued service.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Blankmeyer Andrea

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance-based Restricted Stock Unit	148,006	$0.00	--
Grant/Award	Common Stock	169,427	$0.00	--

Holdings After Transaction: Performance-based Restricted Stock Unit — 148,006 shares (Direct); Common Stock — 169,427 shares (Direct)

Footnotes (1)

1. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of our common stock. 40% of the RSUs shall vest quarterly in equal installments beginning on May 15, 2026, for 12 months. An additional 30% of the RSUs shall vest quarterly in equal installments for 12 months thereafter; 20% of the RSUs shall vest quarterly in equal installments for 12 months thereafter; and the remaining 10% of the RSUs shall vest quarterly in equal installments for 12 months thereafter, subject to continued service with us through each such date. 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. These securities are performance-based restricted stock units (PRSUs). Each PRSU represents a contingent right to receive one share of Common Stock in an amount from 0% to 300% of the target number of PRSUs granted. The actual number of PRSUs earned will be based, in part, upon achievement of certain TSR CAGR targets as of February 15, 2030 and subject to vesting on February 20, 2030, subject to the Reporting Person continuing as a service provider through such date.

Key Figures

Performance-based RSUs granted: 148,006 PRSUs Time-based RSUs granted: 169,427 RSUs PRSUs performance measurement date: February 15, 2030 +4 more

7 metrics

Performance-based RSUs granted 148,006 PRSUs Target PRSUs granted to CFO; payout 0%-300% based on TSR CAGR

Time-based RSUs granted 169,427 RSUs RSUs vest quarterly in tranches starting May 15, 2026

PRSUs performance measurement date February 15, 2030 TSR CAGR targets assessed as of this date for PRSUs

PRSUs vesting date February 20, 2030 PRSUs vest on this date, subject to continued service

Initial RSU vesting start May 15, 2026 40% of RSUs vest quarterly over 12 months beginning on this date

RSU vesting allocation 40% / 30% / 20% / 10% Sequential 12‑month quarterly vesting tranches for the RSU grant

RSU grant price per unit $0.00 per unit Each RSU and PRSU has a stated price of $0.00 in the filing

Key Terms

restricted stock units (RSUs), performance-based restricted stock units (PRSUs), TSR CAGR, contingent right, +1 more

5 terms

restricted stock units (RSUs) financial

"These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share..."

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

performance-based restricted stock units (PRSUs) financial

"These securities are performance-based restricted stock units (PRSUs). Each PRSU represents a contingent right..."

TSR CAGR financial

"The actual number of PRSUs earned will be based, in part, upon achievement of certain TSR CAGR targets..."

Total shareholder return compound annual growth rate (TSR CAGR) is the annualized percentage rate at which an investor’s total return—share price appreciation plus reinvested dividends—would have grown each year over a specific period. Investors use it like a single “interest rate” that summarizes how well a stock delivered cash and capital gains over time, making it easier to compare company performance or measure whether management created sustained value.

contingent right financial

"Each RSU represents a contingent right to receive one share of our common stock."

vesting schedule financial

"subject to the applicable vesting schedule and conditions of each RSU."

A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Blankmeyer Andrea

(Last) (First) (Middle)

C/O UPSTART HOLDINGS, INC.

2950 S. DELAWARE STREET, SUITE 410

(Street)

SAN MATEO CALIFORNIA 94403

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Upstart Holdings, Inc. [ UPST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/31/2026		A		169,427(1)	A	$0	169,427(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-based Restricted Stock Unit	$0	03/31/2026		A		148,006		(3)	(3)	Common Stock	148,006	$0	148,006	D

Explanation of Responses:

1. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of our common stock. 40% of the RSUs shall vest quarterly in equal installments beginning on May 15, 2026, for 12 months. An additional 30% of the RSUs shall vest quarterly in equal installments for 12 months thereafter; 20% of the RSUs shall vest quarterly in equal installments for 12 months thereafter; and the remaining 10% of the RSUs shall vest quarterly in equal installments for 12 months thereafter, subject to continued service with us through each such date.

2. 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.

3. These securities are performance-based restricted stock units (PRSUs). Each PRSU represents a contingent right to receive one share of Common Stock in an amount from 0% to 300% of the target number of PRSUs granted. The actual number of PRSUs earned will be based, in part, upon achievement of certain TSR CAGR targets as of February 15, 2030 and subject to vesting on February 20, 2030, subject to the Reporting Person continuing as a service provider through such date.

Remarks:

	/s/ Steven Madrid, by power of attorney	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did Upstart (UPST) CFO Andrea Blankmeyer receive?

Andrea Blankmeyer received two equity grants: 148,006 performance-based restricted stock units (PRSUs) and 169,427 time-based restricted stock units (RSUs). Each unit represents a contingent right to receive one share of Upstart common stock, subject to vesting and, for PRSUs, performance conditions.

How do the new performance-based RSUs for Upstart (UPST) CFO work?

The 148,006 PRSUs can pay out between 0% and 300% of the target amount. The final number of shares earned depends partly on achieving specified TSR CAGR targets as of February 15, 2030 and is subject to vesting on February 20, 2030 and continued service.

What is the vesting schedule for Andrea Blankmeyer’s RSUs at Upstart (UPST)?

The 169,427 RSUs vest quarterly. 40% vests in equal quarterly installments over the 12 months beginning May 15, 2026. Then 30%, 20%, and 10% each vest in equal quarterly installments over successive 12‑month periods, assuming continued service through each vesting date.

Do the Upstart (UPST) RSU and PRSU grants have an exercise price?

These RSUs and PRSUs have a stated price of $0.00 per unit in the filing. They are not options; instead, each unit is a contingent right to receive one share of common stock upon satisfaction of vesting and, for PRSUs, performance conditions.

What service conditions apply to Andrea Blankmeyer’s equity awards at Upstart (UPST)?

Both RSUs and PRSUs require continued service. Time-based RSUs vest quarterly over several years, while PRSUs are subject to performance measurement through February 15, 2030 and vesting on February 20, 2030, provided she continues as a service provider through those dates.

How many Upstart (UPST) shares will Andrea Blankmeyer own if all PRSUs pay out at target?

At target, the PRSU grant represents 148,006 shares of common stock. However, the actual shares earned can range from 0% to 300% of this target, depending on TSR CAGR performance, and remain contingent until the February 2030 measurement and vesting dates.