Form 4: Upstart Director Exercises Options, Adjusts Holdings

Upstart Holdings Director and 10% Owner Dave Girouard exercised stock options and adjusted his indirect beneficial ownership of common stock.

Summary

• Dave Girouard, a Director and 10% Owner of Upstart Holdings, Inc. (UPST), exercised employee stock options on May 7, 2026.
• This transaction involved the acquisition of 835,075 shares of Common Stock at an exercise price of $0.83 per share.
• Following the exercise, 835,075 shares of Common Stock were transferred from Mr. Girouard's direct ownership to the 2008 D&T Girouard Revocable Trust, for which he serves as Trustee, resulting in 9,348,016 shares beneficially owned indirectly by this trust.
• The filing also details other indirect beneficial ownerships through various trusts, including 1,000,000 shares held by David J Girouard as trustee of the DTG GRAT LLC, 546,501 shares by Tristen Baird Willard as trustee of the TMG 2020 EXEMPT GIFT TRUST, 546,501 shares by Tristen Baird Willard as trustee of the JRG 2020 EXEMPT GIFT TRUST, 126,057 shares by Tristen Baird Willard as trustee of the TMG 2020 NONEXEMPT GIFT TRUST, and 126,057 shares by Tristen Baird Willard as trustee of the JRG 2020 NONEXEMPT GIFT TRUST.
• All shares subject to the exercised option were fully vested and exercisable as of the transaction date.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as a significant insider (Director and 10% Owner) exercised a large block of options, indicating continued belief in the company's value.

Positives

• The exercise of 835,075 employee stock options by a Director and 10% Owner at an exercise price of $0.83 per share indicates continued confidence in the company's future prospects.
• The options were fully vested, suggesting a long-term commitment by the insider.

Negatives

• No directly negative information is presented in this Form 4 filing, which primarily reports a change in beneficial ownership due to option exercise and internal transfers.

Risks

• This Form 4 filing does not contain information regarding company-specific risks.

Future Outlook

This Form 4 filing does not provide any forward-looking statements or guidance.

Industry Context

StockSavvy.ai notes that insider transactions, particularly option exercises by significant shareholders and directors, are often monitored by investors as a signal of management's confidence in the company's future performance. While not a direct purchase on the open market, the decision to exercise options and retain shares, even through trusts, can be interpreted as a positive indicator within the financial technology sector.

Related Party Transactions

• The transfer of 835,075 shares of Common Stock from Dave Girouard to the 2008 D&T Girouard Revocable Trust, for which he is the Trustee, represents an internal transfer of beneficial ownership.
• Other indirect holdings are through trusts where Dave J Girouard or Tristen Baird Willard (presumably a related party) serve as trustees.

Stakeholder Impact

• Shareholders may interpret the insider's option exercise as a sign of confidence in the company's long-term prospects, potentially influencing market sentiment positively.

Key Dates

Keywords

Upstart Holdings, UPST, Insider Transaction, Form 4, Stock Option Exercise, Beneficial Ownership, Director, 10% Owner