Large PRSU grant through 2030 for Upstart (NASDAQ: UPST) CTO Gu

Rhea-AI Filing Summary

Upstart Holdings director and Chief Technology Officer Paul Gu received a grant of 912,702 performance-based restricted stock units on Common Stock on February 28, 2026. The grant was awarded at a price of $0.00 per unit as an equity incentive.

Each PRSU can ultimately convert into between 0% and 300% of the target number of shares, depending in part on achieving specified total shareholder return CAGR targets as of February 15, 2030, and is scheduled to vest on February 20, 2030, subject to Gu continuing as a service provider. Following this award, Gu directly owned 1,102,226 shares of Common Stock and had additional indirect holdings of 44,930 shares and 20,000 shares through trusts and 80,000 shares through an LLC.

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^*

Gu Paul

(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
X	Officer (give title below)		Other (specify below)
	Chief Technology Offier

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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								1,102,226(1)	D
Common Stock								44,930	I	by trust(2)
Common Stock								80,000	I	by LLC(3)
Common Stock								20,000	I	by trust(4)

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
Performance-based Restricted Stock Unit	$0	02/28/2026		A		912,702		(5)	(5)	Common Stock	912,702	$0	912,702	D

Explanation of Responses:

1. Certain of these securities are restricted stock units (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.

2. The reportable securities are owned by The Paul Xinquan Gu 2021 Gifting Trust, of which the Reporting Person is a trustee.

3. The reportable securities are owned by JECCO, LLC, of which the Reporting Person is a managing member.

4. The reportable securities are owned by The Gu Qiao Family Trust, of which the Reporting Person is a managing member.

5. These securities are performance-based restricted stock units (PRSUs). Each PRSU represents a contingent right to receive one share of Common Stock in an amount from 0% to 300% of the target number of PRSUs granted. The actual number of PRSUs earned will be based, in part, upon achievement of certain TSR CAGR targets as of February 15, 2030 and subject to vesting on February 20, 2030, subject to the Reporting Person continuing as a service provider through such date.

Remarks:

	/s/ Steven Madrid, by power of attorney	03/03/2026
	** 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 equity award did Upstart (UPST) CTO Paul Gu receive in this Form 4?

Paul Gu received 912,702 performance-based restricted stock units. Each PRSU represents a contingent right to one Upstart share, with the actual payout ranging from 0% to 300% of the target amount based on future performance conditions.

How are Paul Gu’s new Upstart (UPST) PRSUs structured and earned?

The PRSUs are earned based on performance and service. The actual number of shares issued will depend partly on achieving total shareholder return CAGR targets as of February 15, 2030, and continued service through February 20, 2030.

When do Paul Gu’s newly granted Upstart (UPST) PRSUs vest?

The PRSUs are scheduled to vest on February 20, 2030. Vesting is contingent on Paul Gu continuing as a service provider through that date and on performance criteria tied to total shareholder return being measured as of February 15, 2030.

What is Paul Gu’s direct Upstart (UPST) common stock ownership after this filing?

After the transaction, Paul Gu directly held 1,102,226 Upstart common shares. This figure reflects his direct ownership position reported as of the February 28, 2026 transaction date, separate from additional indirect holdings through trusts and an LLC.

What indirect Upstart (UPST) holdings does Paul Gu report through trusts and an LLC?

Paul Gu reports indirect ownership through multiple entities. These include 44,930 shares and 20,000 shares held by family trusts where he is a trustee or managing member, and 80,000 shares held by JECCO, LLC, where he is a managing member.

Do the Upstart (UPST) PRSUs granted to Paul Gu have an exercise price?

The PRSUs were granted at a price of $0.00 per unit. Each unit represents a contingent right to receive one share of Upstart common stock, subject to meeting performance targets and satisfying the vesting and service conditions described in the award.