Form 4: Upstart Director O'Kelly Acquires 1,168 Shares

Upstart Holdings, Inc. Director Ciaran O'Kelly acquired 1,168 shares of common stock through a restricted stock unit grant in lieu of cash compensation.

Summary

• Director Ciaran O'Kelly of Upstart Holdings, Inc. acquired 1,168 shares of common stock.
• The acquisition occurred on January 12, 2026, through a grant of fully vested Restricted Stock Units (RSUs).
• These RSUs were granted in lieu of an annual cash retainer for Board service, pursuant to a prior election by O'Kelly Ciaran and the company's Outside Director Compensation Policy.
• Following this transaction, O'Kelly Ciaran beneficially owns a total of 33,008 shares of Upstart common stock, which includes other RSUs subject to vesting schedules and conditions.

Sentiment

Score: 6

Explanation: The director's election to receive equity in lieu of cash compensation for board service demonstrates alignment with shareholder interests and confidence in the company's future. However, it is a standard compensation practice for directors and not indicative of extraordinary performance.

Positives

• Director Ciaran O'Kelly acquired 1,168 shares of common stock, indicating continued alignment of interests with shareholders.
• The acquisition was through a grant of fully vested Restricted Stock Units (RSUs) in lieu of cash compensation, demonstrating the director's commitment to equity ownership in the company.

Risks

• A significant portion of the director's beneficial ownership (31,840 shares) consists of Restricted Stock Units (RSUs) that are subject to applicable vesting schedules and conditions, meaning they are not yet fully owned.

Future Outlook

N/A

Industry Context

N/A

Corporate Governance

Related Party Transactions

• Director Ciaran O'Kelly received 1,168 shares of common stock as fully vested Restricted Stock Units (RSUs) from Upstart Holdings, Inc. in lieu of cash compensation for Board service, consistent with the company's Outside Director Compensation Policy.

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with shareholders through equity ownership.

Key Dates

Recommendation

This Form 4 reports a routine compensation event where a director received equity in lieu of cash for board service. While it shows 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. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals.

Keywords

Upstart Holdings, UPST, Form 4, Insider Trading, Ciaran O'Kelly, Director Compensation, Restricted Stock Units, Equity Grant, Beneficial Ownership