Upstart Holdings, Inc. 8-K

What Happened

• Upstart Holdings, Inc. filed an 8‑K on May 19, 2026, announcing that its Board elected Tim Wennes as a Class I director effective May 28, 2026. The filing also states that director Jeff Huber notified the company he will resign from the Board and the Nominating and Corporate Governance Committee effective May 28, 2026.
• Mr. Wennes has more than 35 years in financial services, most recently serving as President and CEO of Santander Holdings USA (including Santander Bank N.A.) from 2019 to 2025, and prior executive roles at MUFG Union Bank (2008–2019) and Countrywide Bank (2003–2008). He currently serves on the board of Cushman & Wakefield Ltd. and holds a BS from USC and an MBA from California State University, Fullerton.

Key Details

• Effective date for both the election and resignation: May 28, 2026.
• Compensation: Mr. Wennes is eligible for Upstart’s standard non‑employee director compensation and equity awards under the company’s Outside Director Compensation Policy.
• Governance: Upstart will enter its standard form of indemnification agreement with Mr. Wennes.
• Disclosures: No family relationships or reportable transactions between Mr. Wennes and Upstart; Mr. Huber’s resignation was not due to any disagreement with the company, its board or its operations.

Why It Matters

• This is a governance update affecting Upstart’s board composition. Investors should note the addition of an experienced banking executive with extensive retail and corporate banking leadership, which may influence oversight related to credit, partner relationships or regulatory matters.
• The filing indicates a routine board change with standard director compensation and indemnification; there is no allegation of disputes or operational problems tied to the resignation.