Form 4: Upstart Holdings Director Terry Hilliard C. III Receives Restricted Stock Unit Grant

Upstart Holdings, Inc. director Terry Hilliard C. III was granted 4,314 restricted stock units, increasing his beneficial ownership to 30,956 shares.

Summary

• Terry Hilliard C. III, a Director of Upstart Holdings, Inc. (UPST), acquired 4,314 shares of Common Stock on May 27, 2025.
• These securities are Restricted Stock Units (RSUs), meaning they were acquired at a price of $0.
• Each RSU represents a contingent right to receive one share of Common Stock.
• Following this transaction, Mr. Hilliard beneficially owns a total of 30,956 shares 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 on Mr. Hilliard's continued service as a service provider through such date.

Sentiment

Score: 7

Explanation: The filing reports a routine equity grant to a director, which is generally a neutral to slightly positive event as it aligns director interests with shareholders. It does not contain any negative financial or operational news.

Positives

• The grant of Restricted Stock Units to a director aligns management's interests with shareholders, as the value of the compensation is tied to the company's stock performance.
• The increase in beneficial ownership by a director can be seen as a positive signal of confidence in the company's future prospects.

Risks

• The ultimate value of the granted RSUs is subject to the future performance of Upstart Holdings, Inc.'s common stock price.
• Vesting of the RSUs is contingent on the reporting person's continued service, meaning the units could be forfeited if service ceases before the vesting date.

Future Outlook

The vesting schedule for the granted Restricted Stock Units extends to May 27, 2026, or the day prior to the Issuer's 2026 annual meeting of stockholders, indicating a future commitment period for the director's service.

Industry Context

This Form 4 filing is a standard insider transaction report detailing the grant of equity compensation to a director. Such grants are a common practice across various industries, including financial technology, to incentivize and retain key personnel by aligning their long-term interests with the company's performance and shareholder value creation.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) to a director as part of their compensation package is a common and widely accepted practice in corporate governance across publicly traded companies.
• This method of equity compensation is often favored over traditional stock options due to its inherent value and direct alignment with shareholder interests, as it directly ties compensation to the company's stock performance.
• Specific comparable companies or projects are not detailed in this filing, as it focuses solely on an individual's transaction rather than broader compensation benchmarks.

Stakeholder Impact

• Shareholders: The grant of RSUs to a director aligns their interests with shareholders, as the value of the compensation is tied to the company's stock performance. This can be seen as a positive for corporate governance.

Next Steps

• Continued service of Terry Hilliard C. III as a director of Upstart Holdings, Inc.
• Vesting of the 4,314 Restricted Stock Units 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

Recommendation

Keywords

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