Upstart (UPST) director Timothy Wennes receives 6,476 RSU equity award

Rhea-AI Filing Summary

Wennes Timothy H reported acquisition or exercise transactions in this Form 4 filing.

Upstart Holdings director Timothy H. Wennes received a grant of 6,476 restricted stock units of common stock. The award was reported at a price of $0.00 per share because it is a compensation grant, not a market purchase. All 6,476 RSUs will vest on May 28, 2027, as long as he continues serving as a company service provider through that date. After this grant, he is reported as directly holding 6,476 shares tied to this award.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wennes Timothy H

Role null

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

Holdings After Transaction: Common Stock — 6,476 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSU grant size: 6,476 units Grant price: $0.00 per share Post-grant holdings: 6,476 shares +1 more

4 metrics

RSU grant size 6,476 units Restricted stock units granted on May 29, 2026

Grant price $0.00 per share Compensation award, not open-market purchase

Post-grant holdings 6,476 shares Total shares reported following transaction

Vesting date May 28, 2027 100% of RSUs vest on this date if service continues

Key Terms

restricted stock units (RSUs), contingent right, vest, service provider

4 terms

restricted stock units (RSUs) financial

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

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 May 28, 2027, subject to the Reporting Person continuing"

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."

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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^*

Wennes Timothy H

(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	6,476	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 May 28, 2027, 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)

FAQ

What insider transaction did Upstart (UPST) director Timothy H. Wennes report?

Timothy H. Wennes reported receiving 6,476 restricted stock units of Upstart common stock as a compensation grant. The Form 4 shows it as an acquisition at $0.00 per share, reflecting a non-cash equity award rather than an open-market purchase.

How many Upstart (UPST) shares are covered by the RSU grant to Timothy H. Wennes?

The RSU grant to Timothy H. Wennes covers 6,476 units, each tied to one share of Upstart common stock. These units represent a potential future share delivery, contingent on the vesting conditions being satisfied through the specified vesting date.

When do Timothy H. Wennes’s RSUs in Upstart (UPST) vest?

All 6,476 restricted stock units granted to Timothy H. Wennes are scheduled to vest on May 28, 2027. Vesting is conditioned on him continuing as a service provider to Upstart through that date, after which the underlying shares can be delivered.

Is the Upstart (UPST) RSU grant to Timothy H. Wennes a cash purchase of shares?

No, the RSU grant is not a cash purchase. The Form 4 lists a price of $0.00 per share because restricted stock units are a compensation award that converts into shares at vesting, rather than being acquired in an open-market transaction for cash.

How many Upstart (UPST) shares does Timothy H. Wennes hold after this RSU transaction?

Following this RSU award, the Form 4 reports that Timothy H. Wennes holds 6,476 shares tied to the grant. This total reflects the number of units in the award; share delivery remains subject to the vesting condition on May 28, 2027.