Upstart director granted 6,476 RSUs

Hentges Mary reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Hentges Mary reported acquisition or exercise transactions in this Form 4 filing.

Upstart Holdings director Mary Hentges received a grant of 6,476 restricted stock units (RSUs), each representing one share of Common Stock at no cash cost. All RSUs are scheduled to vest 100% on the earlier of May 29, 2027 or the day before Upstart’s 2027 annual stockholder meeting, as long as she continues as a service provider. Following this award, her directly held position reported in the filing is 37,149 shares.

Insider Trade Summary

Grant/Award: 6,476 shares

Grant/Award 1 txn

Insider Hentges Mary

Role Director

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

Holdings After Transaction: Common Stock — 37,149 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSUs granted: 6,476 RSUs Grant price: $0.00 per share Holdings after transaction: 37,149 shares +1 more

4 metrics

RSUs granted 6,476 RSUs Restricted stock unit award to director Mary Hentges

Grant price $0.00 per share Stated price per share for the RSU grant

Holdings after transaction 37,149 shares Directly held Upstart Common Stock after the grant

Vesting date May 29, 2027 100% vesting or earlier day before 2027 annual meeting

Key Terms

restricted stock units (RSUs), contingent right, vest, service provider

4 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.

contingent right financial

"Each RSU represents a contingent right to receive one share of Common Stock."

vest financial

"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"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

service provider financial

"subject to the Reporting Person continuing as a service provider through such date."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Upstart (UPST) director Mary Hentges report in this Form 4?

Mary Hentges reported receiving 6,476 restricted stock units (RSUs) of Upstart Common Stock. Each RSU represents a contingent right to one share, with no cash paid per share in this grant, and increases her reported direct holdings to 37,149 shares after the transaction.

How many Upstart (UPST) RSUs were granted to Mary Hentges and at what price?

She was granted 6,476 restricted stock units (RSUs) of Upstart Common Stock at a stated price of $0.00 per share. RSUs are contingent rights to receive shares in the future, rather than an immediate cash purchase of stock in the market.

When do Mary Hentges’ Upstart (UPST) RSUs from this grant vest?

All 6,476 RSUs are scheduled to vest 100% on the earlier of May 29, 2027 or the day prior to Upstart’s 2027 annual stockholder meeting. Vesting requires that she continue as a service provider through the applicable vesting date under the award terms.

What are Mary Hentges’ Upstart (UPST) holdings after this RSU award?

After the reported RSU grant, the filing shows Mary Hentges with 37,149 shares of Upstart Common Stock held directly. This total reflects her position reported immediately following the transaction and helps indicate the scale of the grant relative to her existing stake.

What does it mean that Mary Hentges’ Upstart (UPST) RSUs are a contingent right?

Each RSU represents a contingent right to receive one share of Upstart Common Stock in the future. She will only receive the underlying shares if the vesting conditions are satisfied, including remaining a service provider through the specified vesting date for the full award.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 04:34 PM EDT Learn about SEC filing dates

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^*

Hentges Mary

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/29/2026		A		6,476(1)	A	$0	37,149	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

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.

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)