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$UPST·8-K

Upstart Holdings, Inc. · Feb 10, 4:05 PM ET

Upstart Holdings, Inc. 8-K

Research Summary

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Updated

Upstart Holdings Names New CEO, President & CFO; Large PRSU Grants

What Happened
Upstart Holdings, Inc. announced executive changes in an 8-K filed February 10, 2026. Paul Gu, co‑founder and current CTO, will succeed Dave Girouard as Chief Executive Officer effective May 1, 2026; Girouard will remain on the board as Executive Chairman. The Board also appointed Sanjay Datta as President and Chief Capital Officer effective immediately, and named Andrea Blankmeyer as Chief Financial Officer, contingent on her start date of March 16, 2026.

Key Details

  • Paul Gu: annual base salary $540,000; 2026 target discretionary bonus = 100% of base salary; granted $37,000,000 in performance‑based restricted stock units (PRSUs) vesting based on four‑year relative total shareholder return versus the F‑Prime Fintech Index constituents (measured from the first 30 trading days of 2026).
  • Dave Girouard: transitions to Executive Chairman and will have annual base salary reduced to $15,000.
  • Sanjay Datta: appointed President & Chief Capital Officer effective immediately; base salary $485,000; 2026 target bonus = 100% of base; granted $7,500,000 in PRSUs subject to the same performance vesting schedule.
  • Andrea Blankmeyer (CFO, contingent start Mar 16, 2026): base salary $450,000; 2026 target bonus = 75% of base; granted $5,000,000 in time‑based RSUs (four‑year quarterly vesting: 40% first 4 quarters, 30% next 4, 20% next 4, 10% final 4) and $6,000,000 in PRSUs subject to the performance vesting schedule; will enter standard indemnification agreement.

Why It Matters
These are material leadership and compensation changes: a founder (Paul Gu) will lead the company as CEO, accompanied by large performance‑based equity awards that tie a significant portion of his and other executives' pay to multi‑year stock performance vs. peers. Investors should note the timing (CEO effective May 1, CFO starting March 16) and the sizeable PRSU grants and vesting conditions, which may affect long‑term incentives and dilution considerations. The filing contains no disclosed related‑party arrangements or family relationships for the named executives.