Dave Girouard (NASDAQ: UPST) exercises 835,075 stock options

Rhea-AI Filing Summary

Upstart Holdings director and 10% owner Dave Girouard exercised employee stock options to acquire 835,075 shares of Common Stock at $0.83 per share. The options were fully vested and exercisable as of the transaction date, and the option position reported in this filing is now zero. Following the exercise, Form 4 entries show 9,348,016 shares of Common Stock held indirectly through entities such as the 2008 D&T Girouard Revocable Trust and several 2020 gift trusts, and 52,614 shares held directly. The filing primarily updates how Girouard’s sizeable existing stake is structured across direct holdings and multiple trusts.

Insights

Equity compensation analyst

Girouard fully exercises 835,075 options and retains a large equity stake.

Dave Girouard exercised an employee stock option covering 835,075 shares of Upstart Holdings Common Stock at an exercise price of $0.83 per share. All shares under this option were already fully vested, and the option grant is now fully exhausted.

After the exercise, Form 4 data show indirect ownership of 9,348,016 shares and direct ownership of 52,614 shares. Many indirect holdings are in trusts, including the 2008 D&T Girouard Revocable Trust and several 2020 gift trusts, indicating estate and wealth-planning structures rather than open‑market trading.

No sales or tax‑withholding dispositions are reported in this filing, and net buy/sell activity is characterized as neutral. From an equity‑compensation perspective, this looks like a routine exercise‑and‑hold event that leaves Girouard with a substantial continuing stake in Upstart Holdings, Inc..

Insider Trade Summary

835,075 shares exercised/converted

Mixed 8 txns

Insider Girouard Dave

Role null

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to buy)	835,075	$0.00	--
Exercise	Common Stock	835,075	$0.83	$693K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Employee Stock Option (Right to buy) — 0 shares (Direct, null); Common Stock — 9,348,016 shares (Indirect, See Footnote); Common Stock — 52,614 shares (Direct, null)

Footnotes (1)

1. These shares are held by 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee. The number of shares held reflects the transfer of 835,075 shares of Common Stock from the Reporting Person to the D&T Girouard Revocable Trust. These shares are held by David J Girouard, as trustee of the DTG GRAT LLC, dated May 23,2023. These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020. These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020. These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020. These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020. All of the shares subject to this option are fully vested and exercisable as of the date hereof.

Key Figures

Options exercised: 835,075 shares Exercise price: $0.83 per share Indirect holdings after exercise: 9,348,016 shares +2 more

5 metrics

Options exercised 835,075 shares Employee stock option exercise reported on transaction date

Exercise price $0.83 per share Strike price for employee stock option exercised

Indirect holdings after exercise 9,348,016 shares Common Stock held indirectly following reported transactions

Direct holdings after exercise 52,614 shares Common Stock held directly following reported transactions

Option expiration September 20, 2026 Stated expiration date of exercised employee stock option

Key Terms

Employee Stock Option, derivative exercise/conversion, Revocable Trust, GRAT, +1 more

5 terms

Employee Stock Option financial

"security_title: "Employee Stock Option (Right to buy)""

An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion""

Revocable Trust financial

"2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

GRAT financial

"DTG GRAT LLC, dated May 23,2023"

Exempt Gift Trust financial

"TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Girouard Dave

(Last) (First) (Middle)

C/O UPSTART HOLDINGS, INC.

2950 S. DELAWARE STREET, SUITE 410

(Street)

SAN MATEO CALIFORNIA 94403

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Upstart Holdings, Inc. [ UPST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/07/2026		M		835,075	A	$0.83	9,348,016	I	See Footnote(1)(2)
Common Stock								52,614	D
Common Stock								1,000,000	I	See Footnote(3)
Common Stock								546,501	I	See Footnote(4)
Common Stock								546,501	I	See Footnote(5)
Common Stock								126,057	I	See Footnote(6)
Common Stock								126,057	I	See Footnote(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to buy)	$0.83	05/07/2026		M			835,075	(8)	09/20/2026	Common Stock	835,075	$0	0	D

Explanation of Responses:

1. These shares are held by 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee.

2. The number of shares held reflects the transfer of 835,075 shares of Common Stock from the Reporting Person to the D&T Girouard Revocable Trust.

3. These shares are held by David J Girouard, as trustee of the DTG GRAT LLC, dated May 23,2023.

4. These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.

5. These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.

6. These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020.

7. These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020.

8. All of the shares subject to this option are fully vested and exercisable as of the date hereof.

Remarks:

	/s/ Steven Madrid, by power of attorney	05/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Dave Girouard do in this Upstart (UPST) Form 4 filing?

Dave Girouard exercised employee stock options for 835,075 shares of Upstart Holdings Common Stock at $0.83 per share. The filing records this derivative exercise and updates his resulting share ownership across direct holdings and multiple trusts.

How many Upstart (UPST) shares did Dave Girouard acquire and at what price?

He acquired 835,075 shares of Upstart Holdings Common Stock at an exercise price of $0.83 per share. This came from exercising an employee stock option that was already fully vested and exercisable on the transaction date.

What are Dave Girouard’s Upstart (UPST) holdings after this transaction?

After the reported transactions, Form 4 data show 9,348,016 Upstart Holdings shares held indirectly through various trusts and 52,614 shares held directly. These figures reflect his updated ownership structure following the option exercise and related internal transfers.

Were any Upstart (UPST) shares sold or disposed of in this Form 4?

The Form 4 does not report any open‑market sales or other dispositions. The main reportable event is the exercise of an employee stock option to acquire 835,075 shares, with net buy/sell activity summarized as neutral in the transaction data.

How are Dave Girouard’s Upstart (UPST) shares held after the filing?

Many shares are held indirectly through entities such as the 2008 D&T Girouard Revocable Trust and several 2020 gift trusts, while 52,614 shares are held directly. The filing associates specific trust structures with these indirect positions using detailed footnotes.

What happened to the employee stock option reported in the Upstart (UPST) Form 4?

The employee stock option for 835,075 shares, with a $0.83 exercise price and a stated expiration in 2026, was fully exercised. After this transaction, the total options remaining under that grant are reported as zero in the derivative holdings table.