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Upstart Holdings, Inc. (UPST) SEC Filings, Feb 10-24, 2026

UPST NASDAQ

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.

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Upstart Holdings' Chief Legal Officer Scott Darling reported insider transactions involving company common stock. Entities associated with him sold a net 6,868 shares on February 20, 2026, with open-market sales priced around $29.854 and $30.25 per share.

Footnotes state that part of the sale was to cover tax withholding from vesting restricted stock units, and that one sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on May 30, 2025. Other zero-price entries reflect a change in ownership form, moving 6,638 shares between direct holdings and the Darling Family Trust.

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Upstart Holdings: Form 144 filed reporting a proposed sale of common stock by Natalia Mirgorodskaya. The notice lists a proposed sale date of 02/20/2026 routed through Charles Schwab & Co., Inc. It also records prior sales on 11/20/2025 (821) and 11/25/2025 (762).

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Rhea-AI Summary

Upstart Holdings, Inc. reported a Form 144 notice concerning proposed sales of its common stock by an insider. The filing lists 13,624 shares sold during the three months ended 11/20/2025 for $498,328. The filing also shows 7,982 shares tied to a restricted stock lapse dated 02/20/2026.

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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.

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Rhea-AI Summary

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.

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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.

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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.

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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.

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Rhea-AI Summary

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.

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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.

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FAQ

How many Upstart Holdings (UPST) SEC filings are available on StockTitan?

StockTitan tracks 154 SEC filings for Upstart Holdings (UPST), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Upstart Holdings (UPST)?

The most recent SEC filing for Upstart Holdings (UPST) was filed on February 24, 2026.