Upstart director granted 6,476 RSUs

Bernard Peter J reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Bernard Peter J reported acquisition or exercise transactions in this Form 4 filing.

Upstart Holdings, Inc. director Peter J. Bernard reported receiving a grant of 6,476 restricted stock units (RSUs), each representing one share of common stock at no cash cost. After this award, his direct holdings total 11,392 shares or share-equivalent RSUs.

The RSUs are scheduled to vest 100% on the earlier of May 29, 2027, or the day prior to Upstart’s 2027 annual meeting of stockholders, assuming he continues as a service provider through that date. This is a compensation-related equity grant rather than an open‑market purchase.

Insider Trade Summary

Grant/Award: 6,476 shares

Grant/Award 1 txn

Insider Bernard Peter J

Role Director

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

Holdings After Transaction: Common Stock — 11,392 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 Vesting date: May 29, 2027 Holdings after grant: 11,392 shares +1 more

4 metrics

RSUs granted 6,476 RSUs Grant on May 29, 2026; each RSU equals one common share

Vesting date May 29, 2027 RSUs vest 100% on earlier of this date or day before 2027 annual meeting

Holdings after grant 11,392 shares Total direct holdings following RSU award

Grant price per RSU $0.00 per unit Equity compensation, not an open-market purchase

Key Terms

restricted stock units (RSUs), vest, service provider

3 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.

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

What insider transaction did Upstart (UPST) director Peter J. Bernard report?

Peter J. Bernard reported an acquisition of 6,476 restricted stock units in Upstart. These RSUs are a stock-based compensation grant, not an open-market share purchase, and increase his direct holdings to 11,392 shares or share-equivalent RSUs after the transaction.

How many Upstart (UPST) RSUs were granted to Peter J. Bernard and at what price?

Peter J. Bernard received 6,476 restricted stock units in Upstart at a stated price of $0.00 per unit. Each RSU represents a contingent right to one share of common stock as part of his director compensation package, not a cash purchase.

When do Peter J. Bernard’s Upstart (UPST) RSUs vest?

The 6,476 Upstart RSUs are scheduled to vest 100% on the earlier of May 29, 2027, or the day before the 2027 annual stockholders’ meeting. Vesting is conditioned on Bernard’s continued service with the company through that date.

What are Peter J. Bernard’s Upstart (UPST) holdings after this Form 4 transaction?

Following the reported RSU grant, Peter J. Bernard holds 11,392 Upstart shares or share-equivalent RSUs directly. This total reflects the newly awarded 6,476 restricted stock units added to his prior position as disclosed in the filing.

Are Peter J. Bernard’s Upstart (UPST) RSUs an open-market stock purchase?

The 6,476 units are not an open-market stock purchase; they are restricted stock units granted as compensation. Each RSU represents a contingent right to receive one Upstart common share if vesting conditions tied to continued service are satisfied.

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

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Accepted by SEC EDGAR 06/02/2026 - 04:33 PM 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^*

Bernard Peter J

(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	11,392	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)