SCHEDULE 13G/A: D. E. Shaw & Co. Updates Passive Stake in Upstart Holdings to 4.9%
Beneficial Ownership Statement Amendment
D. E. Shaw & Co., L.P., D. E. Shaw & Co., L.L.C., and David E. Shaw have filed an amended Schedule 13G, disclosing a continued passive beneficial ownership of 4.9% in Upstart Holdings, Inc. as of December 31, 2024.
Summary
- D. E. Shaw & Co., L.P., D. E. Shaw & Co., L.L.C., and David E. Shaw filed an Amendment No. 1 to their Schedule 13G regarding Upstart Holdings, Inc. Common Stock.
- As of December 31, 2024, D. E. Shaw & Co., L.P. and David E. Shaw each beneficially owned 4,599,059 shares of Upstart Holdings, Inc. Common Stock.
- D. E. Shaw & Co., L.L.C. beneficially owned 4,564,936 shares of Upstart Holdings, Inc. Common Stock as of the same date.
- The beneficial ownership for all reporting persons represents 4.9% of the outstanding class of Upstart Holdings, Inc. Common Stock.
- This percentage is calculated based on 93,469,721 shares of Common Stock outstanding as of December 31, 2024, as reported by Upstart Holdings, Inc. in a subsequent Form 8-K/A filing.
- The ownership includes shares held directly in various portfolios (D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., D. E. Shaw Investment Management, L.L.C., and D. E. Shaw Investment Management Special Investment Fund, L.L.C.) and shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the exercise of call options (1,311,300 shares).
- The reporting persons primarily hold shared voting and shared dispositive power over these shares, with no sole voting or dispositive power.
- The filing certifies that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of Upstart Holdings, Inc.
Sentiment
Score: 5
Explanation: The document is a factual, regulatory filing disclosing beneficial ownership. It contains no subjective language, financial performance data, or strategic updates that would indicate a positive or negative sentiment regarding the issuer's operations or outlook.
Positives
- The continued holding of a significant stake (4.9%) by D. E. Shaw, a prominent investment firm, may signal ongoing confidence in Upstart Holdings, Inc. as a passive investment.
Risks
- The document explicitly states that the securities were not acquired or held for the purpose of changing or influencing control of the issuer, indicating a passive investment strategy. This means D. E. Shaw is unlikely to actively push for strategic changes or governance reforms at Upstart Holdings, Inc.
Future Outlook
The document does not provide any forward-looking statements or guidance regarding Upstart Holdings, Inc.'s business or financial performance, as it is a beneficial ownership disclosure.
Industry Context
This filing is a routine disclosure of a passive investment stake by a major investment firm in a publicly traded company. It does not provide specific insights into broader industry trends or competitive dynamics within the financial technology or lending sectors where Upstart Holdings, Inc. operates.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Authorization | David E. Shaw granted Power of Attorney to several individuals, including Daniel R. Marcus, to execute regulatory filings on his behalf in his capacity as President of D. E. Shaw & Co., Inc. and D. E. Shaw & Co. II, Inc. This power of attorney replaces a previous one dated March 1, 2017. | 2024-08-01 | Streamlines the process for D. E. Shaw's authorized personnel to fulfill regulatory disclosure requirements for beneficial ownership and other filings, ensuring compliance. |
| Joint Filing Agreement | D. E. Shaw & Co., L.P., D. E. Shaw & Co., L.L.C., and David E. Shaw entered into a Joint Filing Agreement to jointly file the Schedule 13G statement. | 2025-02-14 | Facilitates efficient and coordinated reporting of beneficial ownership by related entities and individuals, as permitted by SEC rules. |
Stakeholder Impact
- Shareholders: Provides transparency regarding the beneficial ownership stake held by D. E. Shaw, a significant institutional investor, confirming their passive investment intent.
Key Dates
| Date | Description |
|---|---|
| 2024-08-01 | Date of Power of Attorney granted by David E. Shaw for regulatory filings. |
| 2024-12-31 | Date of event which requires the filing of this statement (beneficial ownership snapshot). |
| 2025-01-08 | Date of the most recent prior Schedule 13G filing for Upstart Holdings, Inc. by the reporting persons. |
| 2025-02-14 | Date of filing of this Amendment No. 1 to Schedule 13G and the Joint Filing Agreement. |
Keywords
Upstart Holdings, D. E. Shaw, Schedule 13G, beneficial ownership, common stock, investment, passive investment, institutional ownership
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