Upstart Holdings (UPST) director granted 834 RSUs in lieu of cash

Rhea-AI Filing Summary

Upstart Holdings director Bernard Peter J reported a stock-based compensation grant for his board service. On 01/12/2026, he acquired 834 shares of Upstart Holdings, Inc. common stock at a price of $0 per share, delivered as fully vested restricted stock units (RSUs) granted in lieu of his individual annual cash retainer under the company’s Outside Director Compensation Policy. Each RSU represents one share of common stock issued as soon as practicable after grant. Following this grant, he beneficially owns 4,916 shares of common stock, some of which are RSUs that remain subject to their applicable vesting schedules and conditions, all held in direct ownership.

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^*

Bernard Peter J

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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	01/12/2026		A		834(1)	A	$0	4,916(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

Explanation of Responses:

1. These securities are fully vested restricted stock units (RSUs). Each RSU represents a right to receive one share of Common Stock in settlement as soon as practicable after grant. These RSUs were granted, pursuant to a prior election by the Reporting Person, in lieu of an individual annual cash retainer payment for Board service to the Issuer that the Reporting Person would have otherwise received pursuant to the Issuer's Outside Director Compensation Policy.

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.

Remarks:

	/s/ Steven Madrid, by power of attorney	01/16/2026
	** 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 transaction did Upstart Holdings (UPST) report for Bernard Peter J?

The filing reports that director Bernard Peter J acquired 834 shares of Upstart Holdings, Inc. common stock on 01/12/2026 at a price of $0 per share, delivered as restricted stock units (RSUs).

Why did Bernard Peter J receive 834 RSUs from Upstart Holdings (UPST)?

The 834 RSUs were granted, pursuant to a prior election by Bernard Peter J, in lieu of an individual annual cash retainer payment for his Board service under Upstart’s Outside Director Compensation Policy.

How do the RSUs granted to Bernard Peter J at Upstart Holdings (UPST) work?

The filing states that each fully vested RSU represents a right to receive one share of common stock in settlement as soon as practicable after grant, and certain other RSUs represent a contingent right to one share subject to vesting conditions.

How many Upstart Holdings (UPST) shares does Bernard Peter J own after this transaction?

After the reported RSU grant, Bernard Peter J beneficially owns 4,916 shares of Upstart Holdings, Inc. common stock, held in direct ownership and including RSUs.

Is the Upstart Holdings (UPST) RSU grant to Bernard Peter J a purchase for cash?

No. The 834 RSUs were granted at a stated price of $0 per share as stock-based compensation in place of an annual cash retainer for Board service.

Are all of Bernard Peter J’s Upstart (UPST) RSUs immediately vested?

The filing notes that the newly granted 834 RSUs are fully vested, while it also states that certain of the securities are RSUs that are subject to applicable vesting schedules and conditions.