Form 4: Upstart Director Acquires Shares via RSU Grant

Upstart Holdings, Inc. Director Kerry Whorton Cooper acquired 1,459 shares of common stock through a restricted stock unit grant on January 12, 2026.

Summary

• Kerry Whorton Cooper, a Director of Upstart Holdings, Inc. (UPST), acquired 1,459 shares of common stock on January 12, 2026.
• These shares were received as fully vested restricted stock units (RSUs) at a price of $0, granted in lieu of an individual annual cash retainer payment for Board service, pursuant to the Issuer's Outside Director Compensation Policy.
• Following this transaction, Cooper indirectly beneficially owns 25,393 shares of Common Stock.
• These 25,393 shares are held by the Edward and Kerry Cooper Living Trust, for which the Reporting Person and her spouse serve as co-trustees.
• The filing also notes 4,314 RSUs, which represent a contingent right to receive one share of Common Stock, subject to applicable vesting schedules and conditions.

Sentiment

Score: 6

Explanation: The acquisition of shares by a director, even if through an RSU grant in lieu of cash, generally indicates a positive alignment of interests and confidence in the company. It's a routine compensation event but still a net positive for insider ownership.

Positives

• A director is increasing their beneficial ownership in the company, which can signal confidence in future performance.
• The acquisition of shares through RSUs in lieu of a cash retainer aligns the director's financial interests more closely with those of shareholders.

Future Outlook

NA

Industry Context

NA

Corporate Governance

Related Party Transactions

• The 25,393 beneficially owned shares are held by the Edward and Kerry Cooper Living Trust, for which the Reporting Person and her spouse serve as co-trustees.

Stakeholder Impact

• Shareholders: Increased alignment of the director's interests with shareholders due to higher equity ownership.
• Management: Reflects standard compensation practices for outside directors, emphasizing equity-based incentives.

Key Dates

Recommendation

This Form 4 reports a routine acquisition of shares by a director as part of their compensation. While it demonstrates alignment of interests, it does not provide new fundamental information about the company's performance or strategic direction that would warrant a change in investment recommendation. It is a neutral event for immediate stock action.

Keywords

Upstart Holdings, UPST, Form 4, Insider Trading, Restricted Stock Units, RSU, Director Compensation, Equity Grant, Beneficial Ownership