Upstart (NASDAQ: UPST) director awarded 1,459 RSUs as retainer grant

Rhea-AI Filing Summary

A trust associated with Upstart Holdings director Kerry Whorton Cooper received 1,459 fully vested restricted stock units (RSUs) on January 12, 2026. Each RSU converts into one share of Upstart common stock and was granted at $0 per share in lieu of an annual cash retainer for board service under the company’s Outside Director Compensation Policy.

After this grant, the Edward and Kerry Cooper Living Trust held 25,393 shares indirectly for her benefit, while she also held 4,314 RSUs directly, which represent contingent rights to receive common stock subject to vesting conditions.

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^*

Cooper Kerry Whorton

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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	01/12/2026		A		1,459(1)	A	$0	25,393	I	See Footnote(2)
Common Stock								4,314(3)	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 fully vested restricted stock units (RSUs). Each RSU represents a right to receive one share of Common Stock in settlement as soon as practicable after grant. These RSUs were granted, pursuant to a prior election by the Reporting Person, in lieu of an individual annual cash retainer payment for Board service to the Issuer that the Reporting Person would have otherwise received pursuant to the Issuer's Outside Director Compensation Policy.

2. These shares are held by the Edward and Kerry Cooper Living Trust, for which the Reporting Person and her spouse serve as co-trustees.

3. These securities are 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.

Remarks:

	/s/ Steven Madrid, by power of attorney	01/16/2026
	** 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 insider transaction did Upstart (UPST) report for Kerry Whorton Cooper?

The filing reports that a trust associated with director Kerry Whorton Cooper received 1,459 fully vested RSUs of Upstart common stock on January 12, 2026.

Why were 1,459 Upstart (UPST) RSUs granted at $0 per share?

The 1,459 RSUs were granted at $0 per share because they were issued in lieu of an individual annual cash retainer payment for Board service under Upstart’s Outside Director Compensation Policy.

Who holds the indirectly owned Upstart (UPST) shares for Kerry Whorton Cooper?

The indirectly owned shares are held by the Edward and Kerry Cooper Living Trust, for which Kerry Whorton Cooper and her spouse serve as co-trustees.

How many Upstart (UPST) shares does the trust hold after this Form 4 transaction?

Following the reported grant, the Edward and Kerry Cooper Living Trust held 25,393 shares of Upstart common stock for Kerry Whorton Cooper’s benefit.

What direct Upstart (UPST) equity does Kerry Whorton Cooper hold after the grant?

In addition to the trust holdings, Kerry Whorton Cooper held 4,314 RSUs directly, each representing a contingent right to receive one share of Upstart common stock, subject to vesting conditions.

What do the Upstart (UPST) RSUs granted to Kerry Whorton Cooper represent?

The RSUs are restricted stock units, each representing a right to receive one share of Upstart common stock, either fully vested upon grant or contingent on satisfying the applicable vesting schedule and conditions.