Upstart (NASDAQ: UPST) director receives 6,476 RSUs equity grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cooper Kerry Whorton reported acquisition or exercise transactions in this Form 4 filing.

Upstart Holdings, Inc. director Kerry Whorton Cooper reported a new equity award and updated share holdings. She received 6,476 restricted stock units (RSUs), each representing a right to one share of common stock. The RSUs vest 100% on the earlier of May 29, 2027 or the day before Upstart’s 2027 annual stockholder meeting, if she continues as a service provider.

After this grant, she holds 6,476 shares directly, plus indirect holdings of 27,707 shares in the Edward and Kerry Cooper Living Trust and 2,000 shares in her Individual Retirement Account. A footnote notes that 4,314 shares were recently deposited into the living trust.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Cooper Kerry Whorton

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,476	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 6,476 shares (Direct, null); Common Stock — 2,000 shares (Indirect, See Footnote)

Footnotes (1)

These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock. 100% of the RSUs shall vest on the earlier of May 29, 2027 or the day prior to the date of the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person continuing as a service provider through such date. Shares held in the Reporting Person's Individual Retirement Account (IRA). These shares are held by the Edward and Kerry Cooper Living Trust, for which the Reporting Person and her spouse serve as co-trustees. The number of shares held reflects the deposit of 4,314 shares of Common Stock from the Reporting Person to the Edward and Kerry Cooper Living Trust.

Key Figures

RSU grant size: 6,476 RSUs RSU vesting date: May 29, 2027 Direct shares after grant: 6,476 shares +3 more

6 metrics

RSU grant size 6,476 RSUs Award of restricted stock units to director Kerry Whorton Cooper

RSU vesting date May 29, 2027 100% vesting or the day before 2027 annual meeting, whichever is earlier

Direct shares after grant 6,476 shares Upstart common stock directly held following RSU award

Living trust holdings 27,707 shares Upstart shares held by the Edward and Kerry Cooper Living Trust

IRA holdings 2,000 shares Upstart shares held in Kerry Whorton Cooper’s Individual Retirement Account

Recent deposit to trust 4,314 shares Shares deposited from the reporting person into the living trust

Key Terms

restricted stock units (RSUs), Individual Retirement Account (IRA), Living Trust, co-trustees, +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 of Common Stock."

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.

Individual Retirement Account (IRA) financial

"Shares held in the Reporting Person's Individual Retirement Account (IRA)."

An individual retirement account (IRA) is a personal savings account that offers tax advantages to help people set aside money for retirement, similar to a dedicated piggy bank with special tax rules. It matters to investors because contributions, growth, and withdrawals may be taxed differently than regular accounts, affecting long‑term returns and retirement income planning; choosing the right type of IRA can change how much you keep after taxes.

Living Trust financial

"These shares are held by the Edward and Kerry Cooper Living Trust, for which the Reporting Person and her spouse serve as co-trustees."

co-trustees financial

"the Edward and Kerry Cooper Living Trust, for which the Reporting Person and her spouse serve as co-trustees."

service provider financial

"100% of the RSUs shall vest on the earlier of May 29, 2027 ... subject to the Reporting Person continuing as a service provider through such date."

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 04:33 PM

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^*

Cooper Kerry Whorton

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/29/2026		A		6,476⁽¹⁾	A	$0	6,476	D
Common Stock								2,000	I	See Footnote⁽²⁾
Common Stock								27,707	I	See Footnote⁽³⁾⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock. 100% of the RSUs shall vest on the earlier of May 29, 2027 or the day prior to the date of the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person continuing as a service provider through such date.

2. Shares held in the Reporting Person's Individual Retirement Account (IRA).

3. These shares are held by the Edward and Kerry Cooper Living Trust, for which the Reporting Person and her spouse serve as co-trustees.

4. The number of shares held reflects the deposit of 4,314 shares of Common Stock from the Reporting Person to the Edward and Kerry Cooper Living Trust.

Remarks:

	/s/ Steven Madrid, by power of attorney	06/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Upstart (UPST) director Kerry Whorton Cooper report in this Form 4?

Kerry Whorton Cooper reported receiving 6,476 restricted stock units (RSUs) in Upstart common stock and updated her direct and indirect share holdings, including shares held in a living trust and an Individual Retirement Account, as of the reported transaction date.

How many Upstart (UPST) RSUs were granted to director Kerry Whorton Cooper?

She was granted 6,476 restricted stock units (RSUs), each convertible into one share of Upstart common stock. This grant increases her direct equity-based compensation position and will convert into shares only if the vesting conditions are satisfied over time.

When do Kerry Whorton Cooper’s new Upstart (UPST) RSUs vest?

The 6,476 RSUs vest 100% on the earlier of May 29, 2027, or the day before Upstart’s 2027 annual stockholder meeting, provided she continues as a service provider through that date, aligning her compensation with longer-term company performance.

What indirect Upstart (UPST) holdings does Kerry Whorton Cooper report?

She reports 27,707 Upstart shares held through the Edward and Kerry Cooper Living Trust, where she and her spouse act as co-trustees, and 2,000 shares held in her Individual Retirement Account, reflecting indirect ownership beyond her directly held shares and RSUs.

What does the Form 4 say about the 4,314 Upstart (UPST) shares mentioned in the footnotes?

A footnote explains that the reported number of shares in the Edward and Kerry Cooper Living Trust reflects the deposit of 4,314 Upstart common shares from Kerry Whorton Cooper into that trust, updating the total indirect holdings attributed to the trust.

Are Kerry Whorton Cooper’s new Upstart (UPST) RSUs an open-market purchase?

No, the 6,476 units are a grant of restricted stock units, not an open-market stock purchase. They represent a compensation award that converts into common shares only upon vesting, rather than shares bought on the public market for cash.