Upstart (NASDAQ: UPST) director receives 6,476 RSUs equity grant

Rhea-AI Filing Summary

Terry Hilliard C. III reported acquisition or exercise transactions in this Form 4 filing.

Upstart Holdings, Inc. director Terry Hilliard C. III received an equity grant of 6,476 shares of Common Stock in the form of restricted stock units (RSUs) on May 29, 2026. Each RSU represents a contingent right to one share of Common Stock. The RSUs will vest 100% on the earlier of May 29, 2027 or the day prior to Upstart’s 2027 annual meeting of stockholders, as long as he continues as a service provider through that date. Following this grant, his direct holdings increased to 37,432 shares of Common Stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Terry Hilliard C. III

Role null

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

Holdings After Transaction: Common Stock — 37,432 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 6,476 RSUs Post-transaction holdings: 37,432 shares Grant price per share: $0.0000 per share +1 more

4 metrics

RSUs granted 6,476 RSUs Grant of restricted stock units on May 29, 2026

Post-transaction holdings 37,432 shares Total Common Stock directly held after grant

Grant price per share $0.0000 per share Equity award, no cash purchase

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

Key Terms

restricted stock units (RSUs), contingent right, vest, annual meeting of stockholders

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 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.

annual meeting of stockholders financial

"the day prior to the date of the Issuer's 2027 annual meeting of stockholders"

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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^*

Terry Hilliard C. III

(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	37,432	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)

FAQ

What insider transaction did Upstart (UPST) report for Terry Hilliard C. III?

Upstart reported that director Terry Hilliard C. III received a grant of 6,476 restricted stock units. These RSUs represent equity compensation and each unit corresponds to one share of Upstart Common Stock, subject to future vesting conditions.

How many Upstart (UPST) RSUs were granted and what do they represent?

Terry Hilliard C. III was granted 6,476 restricted stock units. Each RSU represents a contingent right to receive one share of Upstart Common Stock, meaning actual shares are delivered only if the vesting requirements are satisfied.

What is the vesting schedule for the 6,476 Upstart (UPST) RSUs?

All 6,476 RSUs will vest 100% on the earlier of May 29, 2027 or the day prior to Upstart’s 2027 annual meeting of stockholders. Vesting requires that Terry Hilliard C. III continues as a service provider through the vesting date.

Did Terry Hilliard C. III buy Upstart (UPST) shares in the market?

No, the Form 4 shows a grant of 6,476 restricted stock units as compensation, not an open-market purchase. The transaction price per share is reported as 0.0000, indicating it was an award rather than a cash purchase.

What are Terry Hilliard C. III’s Upstart (UPST) holdings after the RSU grant?

After the RSU grant, Terry Hilliard C. III is shown as directly holding 37,432 shares of Upstart Common Stock. This total includes the newly awarded RSUs, which will convert into shares only if the vesting conditions are met.

What conditions must be met for the Upstart (UPST) RSUs to vest?

The RSUs vest only if Terry Hilliard C. III continues as a service provider through the vesting date. Vesting occurs on the earlier of May 29, 2027 or the day prior to Upstart’s 2027 annual meeting of stockholders, according to the footnote.