Form 4: Upstart Holdings Director Kerry Cooper Receives Equity Grant

Upstart Holdings, Inc. Director Kerry Whorton Cooper was granted 4,314 restricted stock units (RSUs) as part of her compensation, aligning her interests with shareholder value.

Summary

• On May 27, 2025, Kerry Whorton Cooper, a Director of Upstart Holdings, Inc. (UPST), acquired 4,314 shares of Common Stock in the form of Restricted Stock Units (RSUs).
• These RSUs were granted at a price of $0, indicating they are part of a compensation package rather than a purchase.
• Each RSU represents a contingent right to receive one share of Common Stock.
• The RSUs are scheduled to vest 100% on the earlier of May 27, 2026, or the day prior to the Issuer's 2026 annual meeting of stockholders, contingent upon Ms. Cooper's continued service.
• Following this transaction, Ms. Cooper directly beneficially owns 4,314 shares of Common Stock.
• Additionally, Ms. Cooper indirectly beneficially owns 26,434 shares of Common Stock through the Edward and Kerry Cooper Living Trust, for which she and her spouse serve as co-trustees.

Sentiment

Score: 6

Explanation: The document reports a standard equity grant to a director, which is a positive for aligning interests but does not indicate significant new financial performance or strategic shifts. It's a routine compensation disclosure.

Positives

• The grant of Restricted Stock Units (RSUs) to a director aligns management's long-term interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• Equity grants are a standard and effective method for retaining key board members and incentivizing their continued dedication to the company's success.

Negatives

• The RSUs have no immediate cash value and are subject to a vesting schedule, meaning the director must continue service for a specified period to realize the full benefit.
• The ultimate value of the compensation is dependent on the future stock price of Upstart Holdings, Inc., introducing market risk.

Risks

• The vesting of the 4,314 RSUs is contingent upon Kerry Whorton Cooper continuing as a service provider through the vesting date (earlier of May 27, 2026, or the day prior to the Issuer's 2026 annual meeting of stockholders).
• The actual value realized from the RSU grant is subject to the volatility of Upstart Holdings, Inc.'s stock price at the time of vesting.

Future Outlook

The grant of Restricted Stock Units (RSUs) to Director Kerry Whorton Cooper indicates a forward-looking compensation strategy aimed at retaining key board members and aligning their financial interests with the long-term performance of Upstart Holdings, Inc. The full value of this compensation will be realized upon vesting in 2026, contingent on continued service.

Industry Context

The grant of Restricted Stock Units (RSUs) to a director is a common practice in the technology and financial services industries, particularly for publicly traded companies like Upstart Holdings. This form of equity compensation is widely used to attract, retain, and incentivize experienced board members by linking their personal wealth directly to the company's stock performance over time. It reflects a standard approach to corporate governance and executive compensation.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of director compensation is a standard practice across publicly traded companies, including those in the fintech and AI lending sectors like Upstart.
• While the specific number of RSUs (4,314) granted to Director Cooper is company-specific, it generally falls within the range of typical annual equity grants for non-executive directors at companies of similar market capitalization and growth stage.
• Companies such as LendingClub (LC) or SoFi Technologies (SOFI), while not direct comparables in business model, also utilize equity grants for their board members to align interests, reflecting a common industry benchmark for corporate governance and compensation structures.

Corporate Governance

Related Party Transactions

• Kerry Whorton Cooper indirectly beneficially owns 26,434 shares of Common Stock through the Edward and Kerry Cooper Living Trust, for which she and her spouse serve as co-trustees. This is a pre-existing arrangement and not a new transaction.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's incentives with shareholder interests, as the value of her compensation is tied to the company's stock performance.
• Employees: No direct impact on general employees is indicated by this specific filing, though it reflects the company's overall compensation philosophy for key personnel.

Next Steps

• The 4,314 Restricted Stock Units (RSUs) granted to Kerry Whorton Cooper are expected to vest 100% on the earlier of May 27, 2026, or the day prior to the Issuer's 2026 annual meeting of stockholders, subject to continued service.

Key Dates

Keywords

Upstart Holdings, UPST, Form 4, Restricted Stock Units, RSU, insider transaction, director compensation, equity grant, beneficial ownership