Girouard Dave 4

What Happened
Dave Girouard, a reported 10% owner of Upstart Holdings (UPST), exercised stock options on May 7, 2026, to acquire 835,075 shares at $0.83 per share for a total cash payment of $693,112. The filing shows a simultaneous disposition of 835,075 shares at $0.00, which the footnotes explain reflects a transfer of those shares to the 2008 D&T Girouard Revocable Trust (Girouard is trustee).

Key Details

• Transaction date: 2026-05-07 (reported on Form 4 filed 2026-05-08).
• Exercise detail: Code M (option exercise/conversion) — 835,075 shares acquired at $0.83 each; total paid ~$693,112.
• Disposition detail: Same number of shares (835,075) transferred at $0.00 to the 2008 D&T Girouard Revocable Trust (per footnote F2).
• Shares owned after transaction: The excerpt does not state total beneficial ownership after the transfer; 835,075 shares were moved into the revocable trust.
• Notable footnotes: F1/F2 indicate the revocable trust (Girouard as trustee) holds the transferred shares; F8 notes the option shares were fully vested and exercisable. Other footnotes list holdings in related trusts.
• Timeliness: Filing appears timely (transaction 2026-05-07; Form 4 filed 2026-05-08).

Context
This transaction was an exercise of vested options (the reporting person paid cash to acquire shares) followed by an internal transfer to a revocable trust — not an open‑market sale. Transfers to trusts are often estate or family-ownership moves and do not necessarily indicate a change in sentiment about the stock. As a 10% owner, Girouard is a large insider holder rather than a routine employee trade.