Upstart director awarded 6,476 RSUs

O'Kelly Ciaran reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

O'Kelly Ciaran reported acquisition or exercise transactions in this Form 4 filing.

Upstart Holdings director Ciaran O’Kelly received an equity grant of 6,476 restricted stock units. These RSUs vest 100% on the earlier of May 29, 2027 or the day before the company’s 2027 annual shareholder meeting, if he continues as a service provider. Following this award, he directly holds 39,484 shares of common stock.

Insider Trade Summary

Grant/Award: 6,476 shares

Grant/Award 1 txn

Insider O'Kelly Ciaran

Role Director

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

Holdings After Transaction: Common Stock — 39,484 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 units Post-transaction holdings: 39,484 shares Grant price: $0.00 per share +1 more

4 metrics

RSUs granted 6,476 units Director equity award on May 29, 2026

Post-transaction holdings 39,484 shares Common stock directly held after grant

Grant price $0.00 per share RSU compensation award, not a purchase

Vesting date May 29, 2027 Or day prior to 2027 annual meeting

Key Terms

restricted stock units (RSUs), contingent right, vest

3 terms

restricted stock units (RSUs) financial

"These securities are restricted stock units (RSUs). Each RSU represents a contingent right"

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"

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.

FAQ

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

What insider transaction did Upstart (UPST) report for Ciaran O’Kelly?

Upstart reported that director Ciaran O’Kelly received 6,476 restricted stock units. This equity award is compensation and not an open-market share purchase or sale.

How many Upstart (UPST) shares does Ciaran O’Kelly hold after this Form 4?

After the reported RSU grant, Ciaran O’Kelly directly holds 39,484 shares of Upstart common stock. This figure reflects his position immediately following the transaction.

When do Ciaran O’Kelly’s new Upstart (UPST) RSUs vest?

The 6,476 restricted stock units vest 100% on the earlier of May 29, 2027 or the day prior to Upstart’s 2027 annual shareholder meeting, assuming he continues as a service provider.

What does each Upstart (UPST) RSU granted to Ciaran O’Kelly represent?

Each restricted stock unit represents a contingent right to receive one share of Upstart common stock. Shares are delivered only if the vesting conditions described in the award are satisfied.

Was there a purchase price for Ciaran O’Kelly’s Upstart (UPST) RSU grant?

The RSU grant was recorded at a price of $0.00 per share, reflecting that it is a compensation award rather than a market purchase requiring cash payment by the director.

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

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Accepted by SEC EDGAR 06/02/2026 - 04:32 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^*

O'Kelly Ciaran

(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	39,484	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)