Form 4: Upstart CFO Andrea Blankmeyer Reports Stock Transactions

Upstart Holdings, Inc. Chief Financial Officer Andrea Blankmeyer reported transactions involving restricted stock units and performance-based restricted stock units on March 31, 2026.

Summary

• Andrea Blankmeyer, Chief Financial Officer of Upstart Holdings, Inc., reported the acquisition of 169,427 shares of Common Stock on March 31, 2026, acquired as restricted stock units (RSUs) with no cost.
• Additionally, 148,006 performance-based restricted stock units (PRSUs) were acquired on the same date, also with no cost.
• The RSUs have a vesting schedule starting May 15, 2026, with 40% vesting quarterly over 12 months, followed by additional vesting tranches over subsequent years, contingent on continued service.
• The PRSUs have a potential payout ranging from 0% to 300% of the target number, based on Total Shareholder Return Compound Annual Growth Rate (TSR CAGR) targets by February 15, 2030, with vesting on February 20, 2030, also contingent on continued service.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it primarily reports routine insider transactions related to executive compensation rather than providing new financial performance data or strategic shifts.

Positives

• The reporting person, CFO Andrea Blankmeyer, has acquired a significant number of RSUs and PRSUs, indicating continued investment and commitment to the company.
• The structure of the RSUs and PRSUs includes performance-based components tied to TSR CAGR, aligning executive compensation with shareholder value creation.
• The earliest transaction date is March 31, 2026, suggesting a forward-looking compensation plan.

Negatives

• The filing does not provide specific financial results or operational updates, making it difficult to assess the company's current performance.
• The value of the PRSUs is highly variable and dependent on future performance metrics, introducing uncertainty.

Risks

• The vesting of RSUs and PRSUs is contingent upon continued service with Upstart Holdings, Inc., meaning the reporting person could forfeit these securities if they leave the company before the vesting dates.
• The performance-based nature of the PRSUs introduces risk related to the company's ability to meet specific TSR CAGR targets by February 15, 2030.
• The filing does not detail any specific risks related to the company's operations or market conditions.

Future Outlook

The future outlook for the acquired RSUs and PRSUs is dependent on the continued service of the reporting person and the achievement of specific performance targets, particularly TSR CAGR for the PRSUs by February 15, 2030.

Industry Context

StockSavvy.ai notes that the reporting of RSUs and PRSUs by a Chief Financial Officer is a common practice in the technology and fintech sectors, often used as a long-term incentive to align executive interests with shareholder value and retain key talent. The performance metrics tied to TSR CAGR are also typical for companies aiming to demonstrate growth and market leadership.

Stakeholder Impact

• Shareholders: The acquisition of RSUs and PRSUs by the CFO, especially those tied to performance metrics like TSR CAGR, can be viewed positively as it aligns executive incentives with long-term shareholder value creation. However, the actual impact depends on the company's future performance.
• Employees: The structure of executive compensation, including RSUs and PRSUs, can influence overall employee morale and retention strategies.
• Management: The CFO's continued service is critical for the vesting of these awards, highlighting the importance of retaining key leadership.

Next Steps

• Vesting of RSUs commencing May 15, 2026, in quarterly installments.
• Achievement of TSR CAGR targets by February 15, 2030, for PRSUs.
• Vesting of PRSUs on February 20, 2030, subject to performance and continued service.

Key Dates

Keywords

Upstart Holdings, UPST, Form 4, SEC Filing, Insider Trading, Restricted Stock Units, Performance Shares, Executive Compensation, CFO, Andrea Blankmeyer, Stock Options, Vesting Schedule, TSR CAGR