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 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.
Upstart Holdings director Ciaran O'Kelly reported receiving 1,168 shares of Common Stock on January 12, 2026 at a price of $0 per share. According to the footnotes, these shares are fully vested restricted stock units (RSUs), with each RSU delivering one share of Common Stock, granted under a prior election to take an annual Board cash retainer in stock instead of cash. After this grant, O'Kelly beneficially owned 33,008 shares of Upstart Common Stock, some of which are RSUs that will settle or vest according to their individual schedules and conditions.
Upstart Holdings director Bernard Peter J reported a stock-based compensation grant for his board service. On 01/12/2026, he acquired 834 shares of Upstart Holdings, Inc. common stock at a price of $0 per share, delivered as fully vested restricted stock units (RSUs) granted in lieu of his individual annual cash retainer under the company’s Outside Director Compensation Policy. Each RSU represents one share of common stock issued as soon as practicable after grant. Following this grant, he beneficially owns 4,916 shares of common stock, some of which are RSUs that remain subject to their applicable vesting schedules and conditions, all held in direct ownership.
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.
Upstart Holdings, Inc. Chief Legal Officer Scott Darling reported several equity transactions dated January 5, 2026. He exercised 1,000 employee stock options at an exercise price of $13.22 per share, receiving the same number of Upstart common shares. After this, he held 93,598 common shares directly and 194,527 stock options beneficially.
The filing also shows internal transfers of 1,000 common shares with no consideration as a change in form of ownership, including shares held by the Darling Family Trust, and a sale of 1,000 common shares at $50.00 per share by the trust. The option exercise and related sale were carried out under a Rule 10b5-1 trading plan adopted on May 30, 2025.
Upstart Holdings, Inc. reported an insider stock sale by a director. On 12/12/2025, the director sold 1,500 shares of common stock at $50 per share in an open-market transaction coded as a sale.
The filing states this sale was made under a prearranged Rule 10b5-1 trading plan adopted on September 4, 2025. After the sale, the director beneficially owned 23,934 shares indirectly through the Edward and Kerry Cooper Living Trust and held 4,314 restricted stock units (RSUs), each representing a contingent right to one share of common stock subject to vesting conditions.
Upstart Holdings' Chief Legal Officer reported several equity transactions on 12/12/2025 involving company common stock and stock options. The filing shows the exercise of an employee stock option for 2,000 shares at an exercise price of $13.22 per share, followed by transfers of those shares between direct ownership and the Darling Family Trust.
The Darling Family Trust then sold 7,392 shares of common stock at a price of $50 per share under a Rule 10b5-1 trading plan adopted on May 30, 2025. After these transactions, the reporting person beneficially owned 92,598 shares directly and 17,435 shares indirectly through the Darling Family Trust, along with 195,527 employee stock options that remain outstanding. Some of the reported holdings include restricted stock units that each represent a contingent right to receive one share of common stock, subject to vesting conditions.
Upstart Holdings, Inc. reported an insider stock sale by an officer. On 11/25/2025, the company’s Chief Accounting Officer and Controller sold 762 shares of Upstart common stock at a price of $38.91 per share in an open-market transaction.
After this sale, the reporting person beneficially owned 26,398 shares of Upstart common stock, some of which are in the form of restricted stock units. Each RSU represents the right to receive one share of common stock if its vesting conditions are met. The transaction was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on May 30, 2025, which is designed to allow insiders to sell shares according to a preset schedule.
Upstart Holdings, Inc. (UPST) reported insider activity by an officer on a Form 4 dated 11/20/2025. The reporting person exercised an employee stock option to acquire 6,900 shares of common stock at an exercise price of $1.35 per share. On the same date, they sold 741 shares at a weighted average price of $36.582 and separately sold 80 shares at $36.95.
The filing explains that the sales were made to cover tax withholding obligations related to vesting restricted stock units, and that certain holdings are RSUs, each representing one share of common stock upon vesting. After these transactions, the reporting person directly beneficially owned 27,160 shares of Upstart common stock. All shares subject to the reported option are fully vested and exercisable.