Welcome to our dedicated page for Upstart Holdings SEC filings (Ticker: UPST), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Upstart Holdings, Inc. filings document the operating results, governance and capital structure of an AI lending marketplace listed on the Nasdaq Global Select Market under UPST. Its 8-K reports include quarterly and annual financial results, non-GAAP reconciliations, share repurchase activity, executive appointments and compensation arrangements, and material definitive agreements.
Proxy materials describe annual meeting matters such as director elections, stockholder voting procedures, board governance and executive compensation. Capital-structure filings include common stock disclosures and convertible senior notes issued under an indenture, including conversion, maturity, reporting-compliance and other note terms.
Upstart Holdings, Inc. is asking stockholders to vote at its virtual 2026 annual meeting on May 28, 2026 on three items: electing three Class III directors, ratifying Deloitte & Touche LLP as auditor for 2026, and approving an advisory “Say‑on‑Pay” vote on executive compensation.
The record date is March 31, 2026, when 95,707,260 common shares were outstanding, with one vote per share. The proxy describes board structure, committee responsibilities, director pay, ownership and governance policies, and details on how to vote or attend online. It also highlights that Upstart returned to full‑year GAAP profitability in 2025 and reported its strongest Adjusted EBITDA margin since early 2022. The filing notes that effective May 1, 2026, co‑founder Dave Girouard will move from CEO to Executive Chairman and co‑founder Paul Gu will become CEO.
Blankmeyer Andrea reported acquisition or exercise transactions in this Form 4 filing.
Upstart Holdings, Inc. Chief Financial Officer Andrea Blankmeyer received equity awards consisting of restricted stock units and performance-based units. She was granted 148,006 performance-based restricted stock units (PRSUs), each representing a contingent right to one share of common stock, with the actual payout ranging from 0% to 300% of this target based on TSR CAGR targets measured as of February 15, 2030 and vesting on February 20, 2030, subject to continued service. She was also granted 169,427 time-based RSUs, which vest quarterly as follows: 40% in equal installments over the 12 months beginning May 15, 2026, then 30%, 20%, and 10% in sequential 12‑month quarterly vesting periods, all conditioned on continued service.
Upstart Holdings Inc: The Vanguard Group filed Amendment No. 3 to its Schedule 13G/A, reporting beneficial ownership of 0 shares (0%) of Upstart common stock. The filing notes an internal realignment on January 12, 2026 under SEC Release No. 34-39538 that led certain Vanguard subsidiaries to report holdings separately.
Upstart Holdings, Inc. filed an initial insider ownership report identifying Andrea Blankmeyer, its Chief Financial Officer, as a reporting person. The Form 3 data in this excerpt lists no purchases, sales, option exercises, gifts, or other insider transactions, only the officer’s role and status.
Upstart Holdings, Inc. announced plans to apply for a national bank charter, seeking approval from the OCC and FDIC to establish an insured national bank, Upstart Bank, N.A., and from the Federal Reserve to become a bank holding company. Subject to regulatory approval, the charter is intended to reduce operational, regulatory, and financial complexity and costs for Upstart and its third-party capital providers, which the company believes could allow it to offer better rates to borrowers. Upstart Bank, N.A. would be able to access deposit funding and lend directly to consumers under a single, consistent rate and fee structure, while banks, credit unions, and institutional funds are expected to remain the primary capital sources for most loans on the Upstart platform. The company named Chief Risk Officer Annie Delgado as the proposed CEO of Upstart Bank, N.A., underscoring its focus on AI-driven lending within a federal prudential framework.
Upstart Holdings, Inc. announced plans to apply for a national bank charter, seeking approval from the OCC and FDIC to establish an insured national bank, Upstart Bank, N.A., and from the Federal Reserve to become a bank holding company. Subject to regulatory approval, the charter is intended to reduce operational, regulatory, and financial complexity and costs for Upstart and its third-party capital providers, which the company believes could allow it to offer better rates to borrowers. Upstart Bank, N.A. would be able to access deposit funding and lend directly to consumers under a single, consistent rate and fee structure, while banks, credit unions, and institutional funds are expected to remain the primary capital sources for most loans on the Upstart platform. The company named Chief Risk Officer Annie Delgado as the proposed CEO of Upstart Bank, N.A., underscoring its focus on AI-driven lending within a federal prudential framework.
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.
Darling Scott reported acquisition or exercise transactions in this Form 4 filing.
Upstart Holdings Chief Legal Officer Scott Darling reported new equity awards. On February 28, 2026, he received 74,003 performance-based restricted stock units (PRSUs), each representing a right to one share of common stock, with actual shares earned ranging from 0% to 300% of the target based in part on TSR CAGR targets measured as of February 15, 2030 and vesting on February 20, 2030, contingent on continued service. He was also granted 24,668 restricted stock units, each for one share of common stock, vesting 1/16 on May 15, 2026 and quarterly thereafter, subject to continued service, bringing his directly held common stock to 104,150 shares. An additional 31,637 common shares are held indirectly through the Darling Family Trust.
Upstart Holdings, Inc. reported that officer Sanjay Datta received new equity awards on February 28, 2026. He was granted 185,008 performance-based restricted stock units (PRSUs) and 61,670 shares of Common Stock as a grant or award acquisition at $0.00 per share.
Each PRSU represents a contingent right to receive one share of Common Stock, with the actual number earned ranging from 0% to 300% of the target based in part on TSR CAGR targets measured as of February 15, 2030, and subject to vesting on February 20, 2030 while he continues as a service provider. Certain of the awarded securities are RSUs, where each RSU represents a contingent right to receive one share of Common Stock, with 1/16th of the RSUs vesting on May 15, 2026 and then at the end of each successive three-month period, subject to continued service.
Upstart Holdings executive Natalia Mirgorodskaya reported a small mix of stock sales and new equity awards. She sold 390 shares of common stock in an open-market transaction at $26.02 per share under a pre-arranged Rule 10b5-1 trading plan, leaving her with 34,274 shares of common stock held directly.
On the same filing, she reported an award of 9,375 restricted stock units, each representing one future share of common stock, and a grant of stock options covering 5,938 shares at an exercise price of $0.00. The RSUs vest quarterly starting on February 15, 2027, while one-twelfth of the option grant vests monthly starting on December 15, 2026, in each case as long as she continues as a service provider.
Upstart Holdings insider reported sales of common stock. Natalia Mirgorodskaya sold 633 shares on 02/20/2026 and 866 shares on 02/25/2026, effected through Charles Schwab & Co., Inc. The filings list proceeds of $18,925.00 and $24,932.00 for the respective transactions.