STOCK TITAN

Upstart Holdings (UPST) director buys 170,240 shares in open market

Filing Impact
(Very High)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Upstart Holdings director and 10% owner Dave Girouard, through indirectly owned entities, bought 170,240 shares of Upstart common stock in open-market purchases on May 7, 2026. The filing shows two trades of 300 shares at $29.76 per share and 169,940 shares at $29.3673 per share. It also reports 52,614 shares of Upstart common stock held directly in his name as of the same date.

Positive

  • None.

Negative

  • None.
Insider Girouard Dave
Role null
Bought 170,240 shs ($5.00M)
Type Security Shares Price Value
Purchase Common Stock 169,940 $29.3673 $4.99M
Purchase Common Stock 300 $29.76 $9K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 8,512,641 shares (Indirect, See Footnote); Common Stock — 52,614 shares (Direct, null)
Footnotes (1)
  1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.74 to $29.735. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. These shares are held by 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee. 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.
Total shares bought 170,240 shares Open-market purchases of Upstart common stock on May 7, 2026
First purchase size 300 shares Open-market buy at $29.76 per share on May 7, 2026
Second purchase size 169,940 shares Open-market buy at $29.3673 per share on May 7, 2026
Purchase price (small lot) $29.76 per share Price for 300-share open-market purchase
Purchase price (large lot) $29.3673 per share Price for 169,940-share open-market purchase
Direct holdings 52,614 shares Upstart common stock held directly as of May 7, 2026
open-market purchase financial
"transaction_action is described as an open-market purchase of common stock"
An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Revocable Trust financial
"These shares are held by 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 LLC financial
"These shares are held by David J Girouard, as trustee of the DTG GRAT LLC, dated May 23,2023."
EXEMPT GIFT TRUST financial
"These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020."
NONEXEMPT GIFT TRUST financial
"These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020."
SEC Form 4
FORM 4UNITED 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)
XDirectorX10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/07/2026P169,940A$29.3673(1)8,512,641ISee Footnote(2)
Common Stock05/07/2026P300A$29.768,512,941ISee Footnote(2)
Common Stock52,614D
Common Stock1,000,000ISee Footnote(3)
Common Stock546,501ISee Footnote(4)
Common Stock546,501ISee Footnote(5)
Common Stock126,057ISee Footnote(6)
Common Stock126,057ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.74 to $29.735. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
2. These shares are held by 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee.
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.
Remarks:
/s/ Steven Madrid, by power of attorney05/07/2026
** Signature of Reporting PersonDate
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 insider transactions did Dave Girouard report for Upstart (UPST)?

Dave Girouard reported open-market purchases totaling 170,240 Upstart shares on May 7, 2026. The filing lists two trades, both in common stock, increasing his indirect holdings through trusts and related entities.

At what prices did Dave Girouard buy Upstart (UPST) shares?

The filing shows Girouard bought 300 shares at $29.76 per share and 169,940 shares at $29.3673 per share. These were reported as open-market purchases of Upstart common stock executed on May 7, 2026.

How many Upstart (UPST) shares did Dave Girouard buy in total?

According to the Form 4 data, entities associated with Dave Girouard bought 170,240 shares of Upstart common stock. This total combines two reported open-market purchase transactions on May 7, 2026, and reflects a net-buy position in the summary.

Are Dave Girouard’s Upstart (UPST) holdings direct or through trusts?

The filing shows 52,614 Upstart shares held directly, plus substantial indirect holdings through several trusts and related entities. Footnotes identify a revocable trust, a GRAT LLC, and multiple 2020 gift trusts as the record holders for those indirect positions.

What entities hold Upstart (UPST) shares associated with Dave Girouard?

Footnotes state that shares are held by the 2008 D&T Girouard Revocable Trust, DTG GRAT LLC, and several 2020 EXEMPT and NONEXEMPT GIFT TRUSTS, with trustees including Dave Girouard and Tristen Baird Willard.