Upstart Holdings, Inc. SEC Filings

Upstart Holdings, Inc. submitted a Form 144 notice to sell 6,478 shares related to a Restricted Stock Lapse dated 02/20/2026.

Including prior reported transactions: Scott Darling sold 7,723 shares on 11/20/2025 and 7,392 shares on 12/12/2025. Shares outstanding were 98,061,276 as of 02/20/2026.

Scott Darling submitted a Form 144 reporting a proposed sale of 390 common shares of Upstart Holdings via an ESPP transaction dated 02/17/2026. The filing also lists prior insider sales: 7,723 shares on 11/20/2025 for $282,479, 7,392 shares on 12/12/2025 for $3,696,000, and 1,000 shares on 01/05/2026 for $50,000.

Upstart Holdings, Inc. disclosed that it repurchased $100 million of its common stock in open market transactions under an existing share repurchase program. The company bought 3,193,294 shares at an average price of $31.31 per share between February 12, 2026 and February 18, 2026.

These buybacks were executed pursuant to a $400 million share repurchase program authorized by the board of directors, and $122 million remains available for future repurchases under the program.

Jericho Capital Asset Management L.P. and Josh Resnick report a 5.2% beneficial stake in Upstart Holdings, Inc. They collectively report beneficial ownership of 5,011,809 shares of Upstart common stock as of 12/31/2025, with shared voting and dispositive power over all reported shares and no sole authority.

Jericho acts as investment adviser to certain funds and accounts that have the right to receive dividends and sale proceeds from these shares. The filers certify the position was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of Upstart.

Upstart Holdings, Inc. is the subject of an amended Schedule 13G reporting institutional ownership by several Susquehanna-affiliated entities. They collectively report beneficial ownership of 4,554,175 shares of Upstart common stock, representing 4.6% of the class, based on 98,033,361 shares outstanding as of December 31, 2025.

The position attributed to Susquehanna Securities, LLC includes options to buy 3,256,200 shares. The reporting parties certify that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Upstart.

Upstart Holdings, Inc. operates an AI-driven lending marketplace that supports personal loans, auto loans and home equity lines of credit. Its proprietary models use over 2,500 variables and more than 100 million repayment events to price and underwrite credit, driving a highly automated, digital experience.

In 2025, 91% of Upstart-powered loans were fully automated. About 64% of loan originations were purchased by institutional investors, 26% by lending partners and 10% were held on Upstart’s balance sheet, with more than 100 lending partners participating. The company highlights risks from macroeconomic conditions, dependence on a few large bank partners and institutional capital, model performance, regulation of AI-based lending, and the growing credit and liquidity risk from holding more loans on its own balance sheet. Upstart’s Upstart Macro Index is used to interpret macro impacts on unsecured loan performance, and management stresses ongoing investment in AI, compliance and a distributed workforce of 1,405 employees.

Upstart Holdings, Inc. announced a major leadership transition. Co‑founder and current Chief Technology Officer Paul Gu will become Chief Executive Officer effective May 1, 2026, while current CEO Dave Girouard moves to the role of Executive Chairman with a reduced annual base salary of $15,000.

Gu will receive a base salary of $540,000, a 2026 target bonus equal to 100% of base salary, and $37,000,000 in performance‑based RSUs that may vest in early 2030 based on relative total shareholder return versus the F‑Prime Fintech Index. The company also named Sanjay Datta President and Chief Capital Officer with immediate effect, with a $485,000 base salary, a 2026 bonus target of 100%, and $7,500,000 in PRSUs tied to the same performance schedule.

As part of these changes, the Board appointed Andrea Blankmeyer as Chief Financial Officer effective March 16, 2026, succeeding Datta in that role. She will receive a $450,000 base salary, a 2026 target bonus equal to 75% of base salary, $5,000,000 in time‑based RSUs vesting over four years, and $6,000,000 in PRSUs tied to the same performance metrics.

Upstart Holdings reported a sharp turnaround in 2025, with total revenue of $1.0 billion, up 64% year over year, and net income of $53.6 million compared with a $128.6 million loss in 2024. Adjusted EBITDA jumped to $230.5 million from $10.6 million, a 22% margin.

Loan originations reached about $11.0 billion, up 86%, on 1.50 million loans as its AI-driven marketplace maintained a 19.4% conversion rate and 91% automation. For 2026, Upstart targets about $1.4 billion in revenue and 21% adjusted EBITDA margin and plans 35% annual revenue growth through 2028. Co‑founder Paul Gu will become CEO on May 1, 2026.

Upstart Holdings Chief Legal Officer Scott Darling reported an option exercise and related share acquisition. On January 22, 2026, an employee stock option with an exercise price of $13.22 per share was exercised for 7,564 shares of common stock, coded as transaction type "M" (option exercise). These shares are held indirectly by the Darling Family Trust, which now holds 24,999 shares of Upstart common stock. Darling also holds 92,598 shares directly and 186,963 employee stock options directly following the transaction. Certain reported holdings are restricted stock units that convert into common shares as they vest over time.