Upstart (NASDAQ: UPST) grants CLO Scott Darling major new equity awards

Rhea-AI Filing Summary

Darling Scott reported acquisition or exercise transactions in this Form 4 filing.

Upstart Holdings Chief Legal Officer Scott Darling reported new equity awards. On February 28, 2026, he received 74,003 performance-based restricted stock units (PRSUs), each representing a right to one share of common stock, with actual shares earned ranging from 0% to 300% of the target based in part on TSR CAGR targets measured as of February 15, 2030 and vesting on February 20, 2030, contingent on continued service. He was also granted 24,668 restricted stock units, each for one share of common stock, vesting 1/16 on May 15, 2026 and quarterly thereafter, subject to continued service, bringing his directly held common stock to 104,150 shares. An additional 31,637 common shares are held indirectly through the Darling Family Trust.

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

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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^*

Darling Scott

(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)
	Chief Legal Officer

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		24,668(1)	A	$0	104,150(2)	D
Common Stock								31,637	I	by trust(3)

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		74,003		(4)	(4)	Common Stock	74,003	$0	74,003	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. The shares are held by the Darling Family Trust.

4. 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	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Upstart (UPST) grant to CLO Scott Darling?

Upstart granted Scott Darling 74,003 performance-based restricted stock units and 24,668 time-based restricted stock units on February 28, 2026. Each unit represents a contingent right to receive one share of common stock, subject to specific performance or service-based vesting conditions.

How do Scott Darling’s performance-based RSUs at Upstart (UPST) vest?

The 74,003 performance-based RSUs can convert into 0% to 300% of the target shares. The actual number earned depends partly on TSR CAGR targets measured as of February 15, 2030 and is subject to vesting on February 20, 2030 if he continues as a service provider.

What is the vesting schedule for Scott Darling’s new RSUs at Upstart (UPST)?

For the 24,668 time-based RSUs, one-sixteenth vests on May 15, 2026, with additional vesting at the end of each successive three-month period. Vesting requires Scott Darling to continue as a service provider through each applicable vesting date, aligning incentives over time.

How many Upstart (UPST) common shares does Scott Darling hold directly after these grants?

After the February 28, 2026 awards, Scott Darling directly holds 104,150 shares of Upstart common stock. This figure reflects his non-derivative common stock position as reported, separate from his unvested restricted stock units and performance-based restricted stock units disclosed in the same filing.

What Upstart (UPST) shares are held through the Darling Family Trust?

The filing reports 31,637 shares of Upstart common stock held indirectly through the Darling Family Trust. These shares are categorized as indirect ownership, indicating the trust, rather than Scott Darling personally, is the holder, though the position is associated with him for reporting purposes.

Do Scott Darling’s Upstart (UPST) equity awards have an exercise price?

The reported RSUs and performance-based RSUs show a price per share of $0.00 because they are stock unit awards, not stock options. Each unit represents a contingent right to receive one common share upon meeting vesting and, for PRSUs, specified performance conditions.