Susquehanna group discloses 4.6% stake in Upstart (UPST)

Rhea-AI Filing Summary

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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Accepted by SEC EDGAR 02/13/2026 - 05:23 PM Learn about SEC filing dates

FAQ

What ownership stake in Upstart (UPST) does the Susquehanna group report?

The Susquehanna-affiliated reporting persons disclose beneficial ownership of 4.6% of Upstart’s common stock. This corresponds to 4,554,175 shares, calculated using the company’s reported 98,033,361 shares outstanding as of December 31, 2025 in its Form 10-K.

How many Upstart shares are beneficially owned under this Schedule 13G/A?

The filing reports beneficial ownership of 4,554,175 shares of Upstart common stock. This total includes shares held directly and, for Susquehanna Securities, LLC, options to buy 3,256,200 shares, contributing to the overall reported stake in the issuer.

Who are the reporting persons in the Upstart (UPST) Schedule 13G/A?

The reporting persons are G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Portfolio Strategies, LLC, and Susquehanna Securities, LLC. They are described as affiliated independent broker-dealers and related entities that may be deemed a group for beneficial ownership reporting purposes.

Does the Susquehanna group intend to influence control of Upstart (UPST)?

The reporting parties certify the securities were acquired and are held in the ordinary course of business. They state the holdings were not acquired and are not held for the purpose of changing or influencing control of Upstart or in connection with such a transaction.

What role do options play in Susquehanna’s Upstart ownership disclosure?

The number of shares reported as beneficially owned by Susquehanna Securities, LLC includes options to buy 3,256,200 Upstart shares. These option positions are counted in its beneficial ownership, contributing to the aggregate 4,554,175 shares and 4.6% of the common stock class.

On what share count is the 4.6% Upstart (UPST) ownership based?

The 4.6% ownership figure is based on 98,033,361 Upstart common shares outstanding. This share count comes from the company’s Form 10-K, which states 98,033,361 shares were outstanding as of December 31, 2025, and is used to calculate the reported percentage.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Upstart Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

91680M107

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 91680M107

1

Names of Reporting Persons

G1 Execution Services, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ILLINOIS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 57,021.00
6	Shared Voting Power 4,554,175.00
7	Sole Dispositive Power 57,021.00
8	Shared Dispositive Power 4,554,175.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,554,175.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.6 %

12

Type of Reporting Person (See Instructions)

BD, OO

Comment for Type of Reporting Person: With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Portfolio Strategies, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

SCHEDULE 13G

CUSIP No. 91680M107

1

Names of Reporting Persons

SIG Brokerage, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,582.00
6	Shared Voting Power 4,554,175.00
7	Sole Dispositive Power 3,582.00
8	Shared Dispositive Power 4,554,175.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,554,175.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.6 %

12

Type of Reporting Person (See Instructions)

BD, PN

Comment for Type of Reporting Person: With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Portfolio Strategies, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

SCHEDULE 13G

CUSIP No. 91680M107

1

Names of Reporting Persons

Susquehanna Portfolio Strategies, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 7,304.00
6	Shared Voting Power 4,554,175.00
7	Sole Dispositive Power 7,304.00
8	Shared Dispositive Power 4,554,175.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,554,175.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.6 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Portfolio Strategies, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

SCHEDULE 13G

CUSIP No. 91680M107

1

Names of Reporting Persons

Susquehanna Securities, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,486,268.00
6	Shared Voting Power 4,554,175.00
7	Sole Dispositive Power 4,486,268.00
8	Shared Dispositive Power 4,554,175.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,554,175.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.6 %

12

Type of Reporting Person (See Instructions)

BD, OO

Comment for Type of Reporting Person: With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Portfolio Strategies, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Upstart Holdings, Inc.
(b)	Address of issuer's principal executive offices: 2950 S. Delaware Street, Suite 410, San Mateo, CA 94403
Item 2.
(a)	Name of person filing: This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons" with respect to the shares of Common Stock, $0.0001 par value per share (the "Shares"), of Upstart Holdings, Inc. (the "Company"). (i) G1 Execution Services, LLC (ii) SIG Brokerage, LP (iii) Susquehanna Portfolio Strategies, LLC (iv) Susquehanna Securities, LLC
(b)	Address or principal business office or, if none, residence: The address of the principal business office of G1 Execution Services, LLC is: 175 W. Jackson Blvd. Suite 1700 Chicago, IL 60604 The address of the principal business office of each of SIG Brokerage, LP, Susquehanna Portfolio Strategies, LLC and Susquehanna Securities, LLC is: 401 E. City Avenue Suite 220 Bala Cynwyd, PA 19004
(c)	Citizenship: Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 91680M107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The number of Shares reported as beneficially owned by Susquehanna Securities, LLC includes options to buy 3,256,200 Shares. The Company's Quarterly Report on Form 10-K, filed on February 10, 2026, indicates that there were 98,033,361 Shares outstanding as of December 31, 2025.
(b)	Percent of class: 4.6 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(ii) Shared power to vote or to direct the vote: The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

G1 Execution Services, LLC

Signature:	/s/ Brian Sopinsky
Name/Title:	Brian Sopinsky, Secretary
Date:	02/12/2026

SIG Brokerage, LP

Signature:	/s/ Brian Sopinsky
Name/Title:	Brian Sopinsky, Assistant Secretary
Date:	02/12/2026

Susquehanna Portfolio Strategies, LLC

Signature:	/s/ Brian Sopinsky
Name/Title:	Brian Sopinsky, Assistant Secretary
Date:	02/12/2026

Susquehanna Securities, LLC

Signature:	/s/ Brian Sopinsky
Name/Title:	Brian Sopinsky, Secretary
Date:	02/12/2026

Exhibit Information

EXHIBIT INDEX EXHIBIT DESCRIPTION ________ ________ 99 Joint Filing Agreement* * Previously filed