Large RSU and PRSU equity grants to Upstart (UPST) officer Sanjay Datta

Rhea-AI Filing Summary

Upstart Holdings, Inc. reported that officer Sanjay Datta received new equity awards on February 28, 2026. He was granted 185,008 performance-based restricted stock units (PRSUs) and 61,670 shares of Common Stock as a grant or award acquisition at $0.00 per share.

Each PRSU represents a contingent right to receive one share of Common Stock, with the actual number earned ranging from 0% to 300% of the target based in part on TSR CAGR targets measured as of February 15, 2030, and subject to vesting on February 20, 2030 while he continues as a service provider. Certain of the awarded securities are RSUs, where each RSU represents a contingent right to receive one share of Common Stock, with 1/16th of the RSUs vesting on May 15, 2026 and then at the end of each successive three-month period, subject to continued service.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Datta Sanjay

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Performance-based Restricted Stock Unit	185,008	$0.00	--
Grant/Award	Common Stock	61,670	$0.00	--

Holdings After Transaction: Performance-based Restricted Stock Unit — 185,008 shares (Direct); Common Stock — 338,358 shares (Direct)

Footnotes (1)

1. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock. 1/16th of the RSUs shall vest on May 15, 2026 and at the end of each successive three month period thereafter, subject to the Reporting Person continuing as a service provider 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.

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^*

Datta Sanjay

(Last) (First) (Middle)

C/O UPSTART HOLDINGS, INC.

2950 S. DELAWARE STREET, SUITE 410

(Street)

SAN MATEO CA 94403

(City) (State) (Zip)

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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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

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

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

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	02/28/2026		A		61,670(1)	A	$0	338,358(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	02/28/2026		A		185,008		(3)	(3)	Common Stock	185,008	$0	185,008	D

Explanation of Responses:

1. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock. 1/16th of the RSUs shall vest on May 15, 2026 and at the end of each successive three month period thereafter, subject to the Reporting Person continuing as a service provider 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:

President, Chief Financial Officer, Chief Capital Officer

	/s/ Steven Madrid, by power of attorney	03/03/2026
	** 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.

FAQ

What insider equity awards did Upstart (UPST) officer Sanjay Datta receive?

Sanjay Datta received grants of 185,008 performance-based restricted stock units and 61,670 shares of Common Stock at $0.00 per share. These awards are structured as RSUs and PRSUs with multi-year vesting and performance conditions tied to future total shareholder return.

How do the new PRSUs granted to Upstart (UPST) officer Sanjay Datta work?

Each PRSU represents a contingent right to one Upstart common share, with the actual number earned between 0% and 300% of the target. Payout depends in part on TSR CAGR targets as of February 15, 2030 and vesting on February 20, 2030 with continued service.

What are the vesting terms for the RSUs granted to Upstart (UPST) officer Sanjay Datta?

The RSUs vest over time, with 1/16th vesting on May 15, 2026 and additional portions at the end of each successive three-month period. Vesting requires that Sanjay Datta continue as a service provider on each vesting date, aligning compensation with ongoing employment.

Did Upstart (UPST) officer Sanjay Datta buy shares on the open market in this Form 4?

No, the Form 4 shows grant or award acquisitions of RSUs, PRSUs, and Common Stock at $0.00 per share. These are equity compensation awards, not open market purchases, and are subject to time-based and performance-based vesting conditions over several years.

What performance conditions apply to the PRSUs granted by Upstart (UPST) to Sanjay Datta?

The PRSUs’ payout depends in part on achieving certain total shareholder return compound annual growth rate (TSR CAGR) targets as of February 15, 2030. The units are then subject to vesting on February 20, 2030, contingent on Sanjay Datta continuing as a service provider.

How many Upstart (UPST) shares does Sanjay Datta hold after the new grants?

After the February 28, 2026 transactions, Sanjay Datta holds 338,358 shares of Upstart Common Stock in the reported non-derivative holdings. For the performance-based restricted stock units, he holds 185,008 PRSUs in derivative form, all reported as directly owned.