Upstart Holdings 8-K

Summary

CEO and executive leadership transition. Co-founder and CTO Paul Gu will become CEO on 5/1/2026; Dave Girouard will remain on the board as Executive Chairman. Sanjay Datta became President and Chief Capital Officer on 2/10/2026, and Andrea Blankmeyer is set to become CFO on 3/16/2026, contingent on starting employment.

Key Figures

• Paul Gu: $0.54M annual salary and a 2026 target discretionary bonus of 100% of salary; $37M in performance-based restricted stock units (PRSUs), eligible to vest in Q1 2030 based on four-year relative total stockholder return versus qualifying F-Prime Fintech Index companies.
• Dave Girouard: annual salary reduced to $0.015M in connection with his transition to Executive Chairman.
• Sanjay Datta: $0.485M annual salary, a 2026 target discretionary bonus of 100% of salary, and $7.5M in PRSUs eligible to vest under the same performance schedule as Gu’s award.
• Andrea Blankmeyer: $0.45M annual salary and a 2026 target discretionary bonus of 75% of salary; $5M in RSUs vesting quarterly over four years (40% in year one, 30% in year two, 20% in year three, and 10% in year four), plus $6M in PRSUs eligible to vest under the same performance schedule.

Guidance

No guidance in this filing.