Citadel-affiliated entities and Kenneth Griffin report shared ownership of 4,500,982 Upstart Holdings common shares, representing 4.7% of the outstanding class. The filing lists multiple reporting persons (Citadel Securities LLC, Citadel Securities Group LP, Citadel Securities GP LLC, Citadel Advisors entities, and Mr. Kenneth Griffin) and shows that the reported holdings reflect shared voting and dispositive power rather than sole control. The percentage basis is stated as 96,217,742 shares outstanding as of July 29, 2025, with market-opening positions as of October 9, 2025. The statement certifies the shares were not acquired to change or influence control.
Positive
Full disclosure of holdings: detailed breakdown of shared voting and dispositive power for 4,500,982 shares
Below control threshold: reported stake is 4.7%, under the 5% level that often signals potential control intent
Regulatory compliance: filing includes required certification and a joint filing agreement (Exhibit 99.1)
Negative
No sole control: all reported powers are shared, indicating limited unilateral influence over company actions
Insights
Citadel group reports a 4.7% stake in Upstart, a notable but sub-5% holding.
The filing identifies 4,500,982 shares with shared voting and dispositive power across Citadel entities and Mr. Griffin, using 96,217,742 as the outstanding-share base from July 29, 2025. This position size is material enough to be disclosed but remains below the 5% reporting threshold for certain investor categories.
The principal dependency is the accuracy of the issuer's share count; changes in outstanding shares or subsequent trades could alter the reported 4.7%. Watch for any Schedule 13D or amendments that would indicate an active change-in-control intent within weeks after October 9, 2025.
The document properly identifies each reporting person, their organizational form, and the division of voting/dispositive powers. It includes the required certification that the shares were not acquired to influence control and incorporates a joint filing agreement as Exhibit 99.1.
Key compliance items to monitor are any subsequent amendments if holdings change or if the purpose of ownership shifts; an amended filing would be required promptly after any acquisition intended to influence control, per reporting rules.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Upstart Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share (the "Shares")
(Title of Class of Securities)
91680M107
(CUSIP Number)
10/02/2025
(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
Citadel Securities GP 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
0.00
6
Shared Voting Power
4,500,982.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,500,982.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,500,982.00
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)
4.7 %
12
Type of Reporting Person (See Instructions)
HC, OO
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 96,217,742 Shares as of July 29, 2025 (according to the issuer's Form 10-Q/A as filed with the Securities and Exchange Commission on August 6, 2025). Except as described in the preceding sentence, all Shares for the holdings of the reporting persons reported in this Schedule 13G are as of the opening of the market on October 9, 2025.
SCHEDULE 13G
CUSIP No.
91680M107
1
Names of Reporting Persons
Citadel 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
0.00
6
Shared Voting Power
2,992,564.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,992,564.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,992,564.00
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)
3.1 %
12
Type of Reporting Person (See Instructions)
BD, OO
SCHEDULE 13G
CUSIP No.
91680M107
1
Names of Reporting Persons
Citadel Securities Group 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
0.00
6
Shared Voting Power
4,500,982.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,500,982.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,500,982.00
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)
4.7 %
12
Type of Reporting Person (See Instructions)
HC, PN
SCHEDULE 13G
CUSIP No.
91680M107
1
Names of Reporting Persons
Citadel Advisors 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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
IA, HC, OO
SCHEDULE 13G
CUSIP No.
91680M107
1
Names of Reporting Persons
Citadel Advisors Holdings 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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
HC, PN
SCHEDULE 13G
CUSIP No.
91680M107
1
Names of Reporting Persons
Citadel GP 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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
91680M107
1
Names of Reporting Persons
Kenneth Griffin
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,500,982.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,500,982.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,500,982.00
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)
4.7 %
12
Type of Reporting Person (See Instructions)
HC, IN
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 Schedule 13G is being jointly filed by Citadel Securities GP LLC ("CSGP"), Citadel Securities LLC ("Citadel Securities"), Citadel Securities Group LP ("CALC4"), Citadel Advisors LLC ("Citadel Advisors"), Citadel Advisors Holdings LP ("CAH"), Citadel GP LLC ("CGP"), and Mr. Kenneth Griffin (collectively with CSGP, Citadel Securities, CALC4, Citadel Advisors, CAH, and CGP, the "Reporting Persons") with respect to the Shares of the above-named issuer owned by Citadel Securities, CRBU Holdings LLC, a Delaware limited liability company ("CRBH"), and Citadel Securities Principal Strategies LLC, a Delaware limited liability company ("CSP"). Such owned Shares may include other instruments exercisable for or convertible into Shares.
CALC4 is the non-member manager of Citadel Securities, CRBH, and CSP. CSGP is the general partner of CALC4. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.
The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
(b)
Address or principal business office or, if none, residence:
The address of each of the Reporting Persons is 830 Brickell Plaza, Miami, Florida 33131.
(c)
Citizenship:
Each of CSGP, Citadel Securities, Citadel Advisors, and CGP is organized as a limited liability company under the laws of the State of Delaware. Each of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share (the "Shares")
(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:
1. Citadel Securities LLC may be deemed to beneficially own 2,992,564 Shares.
2. Each of Citadel Securities Group LP and Citadel Securities GP LLC may be deemed to beneficially own 4,500,982 Shares.
3. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 0 Shares
4. Mr. Griffin may be deemed to beneficially own 4,500,982 Shares.
(b)
Percent of class:
1. The number of Shares that Citadel Securities LLC may be deemed to beneficially own constitutes 3.1% of the Shares outstanding.
2. The number of Shares that each of Citadel Securities Group LP and Citadel Securities GP LLC may be deemed to beneficially own constitutes 4.7% of the Shares outstanding.
3. The number of Shares that each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own constitutes 0.0% of the Shares outstanding.
4. The number of Shares that Mr. Griffin may be deemed to beneficially own constitutes 4.7% of the Shares outstanding.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1. Citadel Securities LLC: 0
2. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 0
3. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 0
4. Mr. Griffin: 0
(ii) Shared power to vote or to direct the vote:
1. Citadel Securities LLC: 2,992,564
2. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 4,500,982
3. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 0
4. Mr. Griffin: 4,500,982
(iii) Sole power to dispose or to direct the disposition of:
1. Citadel Securities LLC: 0
2. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 0
3. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 0
4. Mr. Griffin: 0
(iv) Shared power to dispose or to direct the disposition of:
1. Citadel Securities LLC: 2,992,564
2. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 4,500,982
3. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 0
4. Mr. Griffin: 4,500,982
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 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.
Citadel Securities GP LLC
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
10/09/2025
Citadel Securities LLC
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
10/09/2025
Citadel Securities Group LP
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
10/09/2025
Citadel Advisors LLC
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
10/09/2025
Citadel Advisors Holdings LP
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
10/09/2025
Citadel GP LLC
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
10/09/2025
Kenneth Griffin
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, attorney-in-fact*
Date:
10/09/2025
Comments accompanying signature: * Seth Levy is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Allakos Inc. on October 13, 2023.
The filing reports a shared beneficial ownership of 4,500,982 shares, equal to 4.7% of Upstart's outstanding common stock (based on 96,217,742 shares).
Which Citadel entities filed the Schedule 13G for UPST?
The joint filing names Citadel Securities GP LLC, Citadel Securities LLC, Citadel Securities Group LP, Citadel Advisors LLC, Citadel Advisors Holdings LP, Citadel GP LLC, and Kenneth Griffin.
Does the filing indicate Citadel intends to influence control of Upstart?
No. The certification states the securities were not acquired and are not held to change or influence control; the filing was made under Schedule 13G procedures.
On what dates do the share counts apply in the filing?
The outstanding-share basis (96,217,742) is cited as of July 29, 2025, and the reported holdings are stated as of the market open on October 9, 2025.
How much voting power does Citadel Securities LLC have over UPST shares?
Citadel Securities LLC reports shared voting power and shared dispositive power over 2,992,564 shares (about 3.1% of the class).
An email has been sent to your address with instructions for changing your password.
There is no user registered with this email.
You have made too many password recovery requests. Please try again tomorrow.
Sign Up
To create a free account, please fill out the form below.
Thank you for signing up!
A confirmation email has been sent to your email address. Please check your email and follow the instructions in the message to complete the registration process. If you do not receive the email, please check your spam folder or contact us for assistance.
Welcome to our platform!
Oops!
Something went wrong while trying to create your new account. Please try again and if the problem persist, to receive support.
