DEF 14A of Upstart Holdings, Inc., Apr 16, 2026

DEF 14A of Upstart Holdings, Inc.

Filed Apr 16, 2026 · FY20250001193125-26-158972

Open on EDGAR

  1. Director Nominees

    Director Nominees Kerry Cooper. Ms. Cooper has served as a member of our Board since March 2021. Ms. Cooper has served as a Venture Advisor with Acrew Diversify Capital Fund, a growth-stage fund, since January 2021. She served as President and Chief Operating Officer of Rothy’s, a direct-to-consumer footwear company, from November 2017 to January 2020. Before joining Rothy’s, Ms. Cooper was the Chief Executive Officer of Choose Energy, a consumer services energy company, from 2013 to 2016. She is currently a board chair of PG&E Corp., an energy-based holding company, board chair at Mozilla Corporation, and board member of Mozilla.org. She has previously served on many boards including those of TPB Acquisition Corp., BevMo, Fictiv, and Gradient. Ms. Cooper holds a B.S. in Mechanical Engineering from University of Texas at Austin and an M.B.A. from Harvard Business School. Ms. Cooper was selected to serve on our Board because of her extensive experience as an executive in the consumer space. Mary Hentges. Ms. Hentges has served as a member of our Board since December 2019. She served as an Advising Chief Financial Officer to Noom, Inc. through KongBasile Consulting from November 2022 to December 2023. She previously served as the Interim Chief Financial Officer for ShotSpotter, a precision-policing solutions company from October 2020 to January 2021. Prior to ShotSpotter, Ms. Hentges served as the Chief Financial Officer of Yapstone, Inc., a financial services company, from 2012 to 2014, the Chief Financial Officer of CBS Interactive, a media company, from 2010 to 2012, and the Chief Financial Officer of PayPal, Inc. from 2003 to 2010. Ms. Hentges is currently a director at Broadway Financial Corporation, a bank holding company that owns City First Bank, a certified Community Development Financial Institution, where she chairs the Audit Committee and is a member of the Risk & Compliance Committee and the Internal Asset Review Committee. She was previously a director at Akili, Inc., a digital therapeutics company, where she chaired the audit committee and served on the compensation committee. Ms. Hentges holds a B.S. in Accounting from Arizona State University and is a Certified Public Accountant (inactive). Ms. Hentges was selected to serve on our Board because of her financial expertise and extensive experience as an executive in the technology industry. Ciaran O’Kelly. Mr. O’Kelly has served as a member of our Board since April 2018. Mr. O’Kelly has served as the Chief Executive Officer of Prime Financial Technologies since 2022. From 2020 to 2021, Mr. O’Kelly worked full-time at Square (now Block, Inc.). Earlier in his career, Mr. O’Kelly held multiple leadership roles in the financial services sector. He worked at Nomura Securities, a financial services firm, most recently as Senior Managing Director and Head of Equities for the Americas. Prior to Nomura Securities, he held key positions at Bank of America, including Head of Global Equities and Head of Equity Capital Markets, as well as at Salomon Smith Barney, where he served as Head of Equity Trading. In addition to his executive roles, Mr. O’Kelly has served as a director for several prominent organizations, including Square Financial Services, Inc., Bank of America Securities, and Nomura Securities International. Mr. O’Kelly holds a Bachelor of Business Studies (B.B.S.) degree from Dublin City University. Mr. O’Kelly was selected to serve on our Board because of the perspective and extensive experience he brings from his background in financial services.

  2. Continuing Directors

    Continuing Directors Peter Bernard. Mr. Bernard has served as a member of our Board since February 2025. He currently serves as the Board Chair of Barclays Bank U.S., LLC and Barclays Bank Delaware and has served in those roles since 2018. He is former chief operating officer and board director at Root Capital, a nonprofit social investment fund. From 2006 through 2013, he was a managing director and chief risk officer of D.E. Shaw & Co., L.P. in New York. Prior to 2006, he held a variety of roles in finance and financial software, including: chief financial officer at RiskMetrics, a risk management software company spun out of J.P. Morgan and later acquired by MSCI; and president and cofounder of New Bond Trading, a Boston-based investment management firm. Early in his career, Mr. Bernard spent fifteen years at J.P Morgan in various capital market roles, split between New York and London. Aside from his career in finance, Bernard serves on the boards of the Massachusetts Audubon Society and Bowdoin College. He graduated from Bowdoin College in 1979 with a B.A. in Economics. Mr. Bernard was selected to serve on our Board because of his deep expertise in finance and risk management. Dave Girouard. Mr. Girouard is one of our co-founders and has served as our Chief Executive Officer and a member of our Board since our incorporation. From February 2004 to April 2012, Mr. Girouard served in various roles at Alphabet Inc. (formerly Google Inc.), most recently as President of Google Enterprise, where he helped build Google’s cloud applications business worldwide, including product development, sales, marketing, and customer support. He started his career in Silicon Valley as a Product Manager at Apple and previously served as an associate of the Information Technology practice at Booz Allen. Mr. Girouard’s career began in software development at the Boston office of Accenture. He graduated from Dartmouth College with an A.B. in Engineering Sciences and a B.E. in Computer Engineering. Mr. Girouard also holds an M.B.A. from the University of Michigan with High Distinction. Mr. Girouard was selected to serve on our Board because of the perspective and experience he brings as our Chief Executive Officer and as one of our co-founders, as well as his extensive experience with technology companies. Paul Gu. Mr. Gu is one of our co-founders and has served in various roles since April 2012, including most recently as our Chief Technology Officer. He has also served as a member of our Board since April 2015. Mr. Gu studied economics and computer science at Yale University and then joined the Thiel Fellowship. Mr. Gu was selected to serve on our Board because of the perspective and experience he brings as our Chief Technology Officer and as one of our co-founders, as well as his expertise in machine learning and data science. Jeff Huber. Mr. Huber has served as a member of our Board since June 2021. Mr. Huber is the co-founder of Triatomic Capital, a private investing firm, and has served as its Managing Director since March 2022. From 2016 to 2021, Mr. Huber served as the Founding Chief Executive Officer and Vice Chairman of GRAIL, Inc., a life sciences company. From 2003 to 2016, Mr. Huber served as Senior Vice President of Alphabet Inc. (formerly Google Inc.). From 2001 to 2003, Mr. Huber served as Vice President of Architecture and Systems Development at eBay Inc., an e-commerce company. Prior to joining eBay, he was Senior Vice President of Engineering at Excite@Home. Mr. Huber is a board member of Electronic Arts Inc. Mr. Huber holds a B.S. in Computer Engineering from the University of Illinois and an M.B.A. from Harvard Business School. Mr. Huber was selected to serve on our Board because of his extensive experience as an executive in online companies that apply rapidly changing technology and operate at high scale. Hilliard Terry, III. Mr. Terry has served as a member of our Board since February 2019. Mr. Terry has served as an advisor and interim CEO to private equity-backed portfolio companies. From January 2012 to October 2018, he served as Executive Vice President and Chief Financial Officer of Textainer Group Holdings Limited, an intermodal marine container management and leasing company. Before joining Textainer, Mr. Terry was Vice President and Treasurer of Agilent Technologies, Inc., which he joined in 1999, prior to the company’s spinoff from Hewlett-Packard Company and initial public offering. He previously held positions in investor relations and/or investment banking with Kenetech Corporation, an alternative energy company; VeriFone, Inc., a payments company; and Goldman Sachs & Co., a financial services firm. Mr. Terry is currently a director of Asbury Automotive Group, Inc., an automotive retailer, where he chairs the audit committee and serves on the capital allocation & risk management committee, and is also a director of Columbia Banking System, Inc., a bank holding company, where he chairs the compensation committee and serves on the nominating & governance committee. In addition, Mr. Terry serves as a director of two private companies: Fabletics, Inc., an active-wear retailer, and Fundbox, Ltd., a financial platform for small businesses. Mr. Terry holds a B.A. in Economics from the University of California, Berkeley and an M.B.A. from Golden Gate University. Mr. Terry was selected to serve on our Board because of his financial expertise and experience in the banking industry.

  3. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Board and our nominating and corporate governance committee regularly review the composition of the Board and use a variety of methods for identifying and evaluating potential directors whose perspectives, skills and experiences will enable them to make meaningful contributions to shaping the future of our company. In their evaluation of director candidates, they will consider the current size and composition of the Board and the needs of the Board and the respective committees of the Board. Some of the qualifications that are considered include, without limitation, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on the Board and skills that are complementary to the Board, an understanding of the Company’s business, an understanding of the responsibilities that are required of a member of the Board, other commitments, including service on other for-profit company boards of directors and related committees, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board. Other than the foregoing, there are no stated minimum criteria for director nominees.

  4. Director Compensation

    Director Compensation Our Board has adopted a compensation policy for our non-employee directors (the “Outside Director Compensation Policy”). Under this policy, each non-employee director receives the cash and equity compensation for board services described below. We also reimburse our non-employee directors for reasonable, customary and documented travel expenses to Board or committee meetings. This policy was developed with input from our independent compensation consultant, Compensia, regarding practices and compensation levels at comparable companies. It is designed to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. The Outside Director Compensation Policy contemplates both cash and equity components. The policy includes a maximum annual limit of $1,000,000 of cash compensation and equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year, increased to $2,000,000 in an individual’s first year of service as a non-employee director. For purposes of this limitation, the value of equity awards is based on the grant date fair value (determined in accordance with U.S. generally accepted accounting principles (“GAAP”)). Any cash compensation paid or equity awards granted to a person for their services as an employee, or for their services as a consultant (other than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors. We review the Outside Director Compensation Policy annually and make amendments as needed, which Compensia also advises on.

  5. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The compensation paid to Messrs. Girouard and Gu in respect of their employment for the year ended December 31, 2025 is included in the Summary Compensation Table in the section titled “Executive Compensation.” The following table provides information concerning compensation earned by our non-employee directors during the year ended December 31, 2025.

  6. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Peter Bernard | 39,286 | 300,295 | 339,581 | | Sukhinder Singh Cassidy(3) | 22,836 | | 22,836 | | Kerry Cooper | 68,699 | 245,735(4) | 314,434 | | Mary Hentges | 45,000 | 241,750(4) | 286,750 | | Jeff Huber | 39,000 | 236,900(4) | 275,900 | | Ciaran O’Kelly | 55,000 | 249,776(4) | 304,776 | | Hilliard Terry, III | 55,000 | 205,605 | 260,605 |

  7. Non-Employee Director Compensation Table

    | (1) If a director elected to receive payment in RSUs in lieu of cash pursuant to our Outside Director Compensation Policy, annual retainer fees in the form of RSUs were granted on January 12, 2026. The number of RSUs received was based on the average closing stock price for the 30 trading days immediately prior to the date of grant. See the section above titled “Election to Receive Restricted Stock Units in lieu of Cash Compensation” for more information. For fiscal year 2025, three of our non-employee directors elected to receive all of their annual retainer fee payments in RSUs: Mr. Bernard received 834 RSUs, Ms. Cooper received 1,459 RSUs and Mr. O’Kelly received 1,168 RSUs. |

  8. Non-Employee Director Compensation Table

    | (2) The dollar value of the RSU awards shown in the “Stock Awards” column represents the grant date fair value calculated on the basis of the fair market value of the underlying shares of common stock on the grant date in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). The actual value that the director will realize on each RSU award will depend on the price per share of our common stock at the time shares underlying the RSUs vest. Accordingly, these amounts do not necessarily correspond to the actual value realized or that may be realized by the directors. |

  9. Non-Employee Director Compensation Table

    | (3) Ms. Cassidy resigned from the board effective May 23, 2025. The amounts reported reflect compensation earned through her resignation date. |

  10. Non-Employee Director Compensation Table

    | (4) For certain directors, amounts reported include stock-based compensation expense computed in accordance with FASB ASC Topic 718 related to shares issued in settlement of director fees earned in the prior fiscal year that such directors elected to receive in shares of the Company’s common stock in lieu of cash compensation. The underlying fees were previously reported in the Director Compensation Table for the prior fiscal year and do not represent additional compensation for services performed in the current fiscal year. |

  11. Non-Employee Director Compensation Table

    The following table provides all outstanding equity awards held by our non-employee directors as of December 31, 2025.

  12. Non-Employee Director Compensation Table

    | Name | Aggregate Number of Shares Underlying Options (#) | Number of Securities Underlying Unvested Stock Awards (#) | | Peter Bernard | — | 4,082 | | Kerry Cooper | — | 4,314 | | Mary Hentges | 98,295 | 4,314 | | Jeff Huber | — | 4,314 | | Ciaran O’Kelly | 192,443 | 4,314 | | Hilliard Terry, III | 68,295 | 4,314 |

  13. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board has eight members. In accordance with our amended and restated certificate of incorporation, our Board is divided into three staggered classes of directors. One class is elected each year during the annual meeting of stockholders for a term of three years. The term of the Class III directors expires at the 2026 Annual Meeting. The terms of office of directors in Class I and Class II do not expire until the annual meetings of stockholders held in 2027 and 2028, respectively.

  14. 2025 Executive Compensation Highlights

    2025 Executive Compensation Highlights Consistent with our compensation philosophy, the compensation committee approved the following compensation actions for our Named Executive Officers in 2025, resulting in the pay outcomes described below. Variable and Performance-Based Compensation Executive compensation varies annually based on company and individual performance. Our program emphasizes variable compensation (consisting of bonuses and equity awards) over fixed compensation (consisting of base salary) and balances short-term and long-term incentives, as well as performance-based and time-based equity and is set out in a way that tightly aligns compensation with Upstart’s strategic goals.

  15. 2025 Executive Compensation Highlights

    | • | Annual Cash Incentive |

  16. 2025 Executive Compensation Highlights

    | • | CEO Long-Term Incentive |

  17. 2025 Executive Compensation Highlights

    For 2025, our CEO’s long-term and performance incentive was delivered exclusively in stock options, reinforcing our emphasis on leadership accountability and direct alignment with stockholder value creation. Stock options deliver value only to the extent that sustained stock price appreciation is achieved over the multi-year vesting period, creating a strong linkage between realized compensation and long-term performance. The compensation committee determined that this structure provided a clear, performance-oriented framework for 2025, directly tying the CEO’s long-term outcomes to the experience of our stockholders and mitigating the risk of pay outcomes that are not supported by sustained market value creation.

  18. 2025 Executive Compensation Highlights

    | • | Other NEO Long-Term Incentives |

  19. 2025 Executive Compensation Highlights

    Long-term incentives for our other Named Executive Officers consisted of an equal mix of RSUs and stock options. This combination promotes sustained multi-year performance, stockholder alignment, and executive retention, while also serving as a critical mechanism for maintaining competitive total direct compensation for these Named Executive Officers. In particular, because we take a conservative approach to total cash compensation relative to standard market practice, long-term equity comprises a larger proportion of overall target compensation and is the primary vehicle through which we deliver competitive pay. In this framework RSUs provide retention value and relative stability across market cycles, reinforcing continuity of leadership, while stock options maintain strong upside alignment with long-term share price appreciation and stockholder value creation. The following table shows the percentages of target variable pay versus target fixed pay for our CEO and our other Named Executive Officers in 2025:

  20. Compensation Philosophy and Guiding Principles

    | • | Align long-term interests |

  21. What We Do Not Do

    What We Do Not Do X Retirement Programs – We do not offer any special retirement plans or arrangements or nonqualified deferred compensation plans or arrangements for our executive officers. Our executive officers, including our Named Executive Officers, participate in the same Section 401(k) retirement plan that is generally available to all of our employees. X No Tax “Gross-Ups” or Payments – We do not provide any tax “gross-up” or tax payment or reimbursement in connection with any compensation element (such as perquisites or other personal benefits) or any excise tax “gross-up” or tax payment or reimbursement in connection with any change in control payments or benefits. X No Dividends on RSU Awards – We do not pay dividends or dividend equivalents on unvested or unearned RSU awards and performance-based RSU awards. X No Stock Option Repricing – We have not repriced options to purchase shares of our common stock and may not do so without stockholder approval. X General Prohibition on Hedging and Pledging – Under our Insider Trading Policy, we do not permit our executives to hedge Upstart securities and, absent a special waiver, our executives are prohibited from pledging Upstart securities.

  22. Annual Review Process

    | • | Appropriately balances short-term and long-term incentives; |

  23. Annual Review Process

    | • | Promotes long-term value creation for stockholders; |

  24. Factors Considered in 2025 Compensation Decisions

    | • | Achievement of short-term and long-term performance objectives; |

  25. Factors Considered in 2025 Compensation Decisions

    | • | Competitive market data provided by the compensation committee’s independent compensation consultant; |

  26. Role of Compensation Consultant

    Role of Compensation Consultant Pursuant to its charter, the compensation committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as it determines in its sole discretion, to assist in carrying out its responsibilities. The compensation committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the compensation committee. Since 2021, the compensation committee has engaged Compensia to provide information, analysis, and other assistance relating to our executive compensation program on an ongoing basis. In 2025, pursuant to this authority, the nature and scope of the services provided to the compensation committee by Compensia included the following:

  27. Role of Compensation Consultant

    | • | developed and subsequently updated the compensation peer group; |

  28. Role of Compensation Consultant

    | • | provided advice with respect to compensation best practices and market trends for our executive officers; |

  29. Role of Compensation Consultant

    | • | conducted an analysis of the levels of overall compensation and each element of compensation for our executive officers; |

  30. Role of Compensation Consultant

    | • | provided ad hoc advice and support throughout the year. |

  31. Role of Compensation Consultant

    Compensia reports directly to the compensation committee rather than to management, although Compensia may meet with members of management, including our CEO, Chief People Officer and members of our People team, for purposes of gathering information on proposals that management may make to the compensation committee. The compensation committee may replace its compensation consultant or hire additional advisors at any time. Compensia did not provide any other consulting or other services to us and has received no compensation other than with respect to the services described above. The compensation committee has assessed the independence of Compensia taking into account, among other things, the various factors as set forth in Exchange Act Rule 10C-1 and the enhanced independence standards and factors set forth in the applicable listing standards of the Nasdaq Global Select Market, and has concluded that its relationship with Compensia and the work of Compensia on behalf of the compensation committee has not raised any conflict of interest.

  32. Competitive Positioning and Compensation Peer Group

    Competitive Positioning and Compensation Peer Group The compensation committee, with support from its independent compensation consultant, develops and periodically reviews a compensation peer group to inform its assessment of competitive market positioning. Peer group data is supplemented with broader executive compensation survey data drawn from publicly traded technology companies of comparable size, complexity, and growth profile. Market data serves as one reference point in the compensation committee’s deliberations; it does not determine compensation outcomes. In October 2024, the compensation committee engaged Compensia to review the peer group used to inform 2025 compensation decisions and to assess evolving competitive practices. Compensia conducted a comprehensive evaluation of U.S.-based publicly traded companies, considering factors including:

  33. Competitive Positioning and Compensation Peer Group

    | • | Industry alignment, with emphasis on companies operating in Application/Systems Software, Consumer Finance, Data Processing, Interactive Media & Services, and Internet Services & Infrastructure, particularly those with AI-, fintech-, or cloud-based business models; |

  34. Competitive Positioning and Compensation Peer Group

    | • | Relative size, including revenue, market capitalization, and growth trajectory at the time of review; |

  35. Competitive Positioning and Compensation Peer Group

    | • | Business model comparability |

  36. Competitive Positioning and Compensation Peer Group

    | • | Operating history and stage of development; |

  37. Competitive Positioning and Compensation Peer Group

    | • | Organizational complexity and scalability; |

  38. Competitive Positioning and Compensation Peer Group

    | • | Position along the maturity curve, including the executive talent market in which we compete; and |

  39. Competitive Positioning and Compensation Peer Group

    | • | Operational performance profile and forward growth expectations. |

  40. Competitive Positioning and Compensation Peer Group

    In constructing the peer group, the compensation committee recognized that there is no well-defined or widely accepted peer cohort for emerging AI-enabled fintech platforms. Companies in this sector often span multiple industry classifications and exhibit wide dispersion in business models, capital intensity, regulatory exposure, and volatility profiles. As a result, strict industry matching alone would not yield a sufficiently comparable or stable reference group. Accordingly, the compensation committee prioritized a balanced approach that considers talent competition, growth characteristics, business complexity, and capital market profile, rather than relying solely on traditional industry categorization. Following this review, the compensation committee approved a peer group consisting of 22 publicly traded technology-oriented companies. The companies comprising the 2025 compensation peer group were as follows:

  41. Competitive Positioning and Compensation Peer Group

    | ACI Worldwide | MeridianLink | | Affirm Holdings | PagerDuty | | Alkami Technology | Paymentus Holdings | | Elastic N.V. | Payoneer Global | | Flywire | PROG Holdings | | C3.ai | Rapid7 | | Intapp | Shift4 Payments | | Lending Club | Smartsheet | | nCino | SoFi Technologies | | Marqeta | SPS Commerce | | Q2 Holdings | Taboola Software |

  42. Competitive Positioning and Compensation Peer Group

    Companies that were removed from the previous peer group include Alteryx (who was acquired) and Green Dot and LivePerson (whose market capitalizations fell below the screening criteria). They were replaced by Alkami Technology, C3.ai, nCino and Q2 Holdings in line with the above mentioned criteria. This compensation peer group informed the compensation committee’s annual review of our 2025 executive compensation program. In constructing the group, the compensation committee sought to position Upstart thoughtfully within the range of peer company revenue and market capitalization, as reflected in the table below. The objective was to create a reference set that reflects both the scale of our operations and our capital markets profile, while acknowledging the unique characteristics of our business model. The compensation committee placed particular emphasis on market capitalization alignment for several reasons. First, long-term equity incentives represent a substantial portion of executive compensation, and equity award values are inherently influenced by market capitalization and investor expectations regarding growth and risk. Second, given the variability in our revenue profile in recent periods due to macroeconomic conditions affecting credit demand and funding markets, revenue alone was not viewed as a sufficiently stable benchmark for positioning purposes. Market capitalization, which incorporates forward-looking investor sentiment and expected performance, was therefore considered a more balanced and durable reference point. The compensation committee also recognizes that proxy advisory firms construct peer groups using quantitative screens that may yield somewhat different comparator sets. While we monitor those methodologies, our peer group is designed to reflect the executive talent markets in which we compete and the operational and strategic complexity of our business. We believe this approach results in a more relevant and analytically sound benchmarking framework for compensation decision-making. Market data derived from this peer group is used as a reference input, not as a formulaic determinant of compensation outcomes.

  43. Competitive Positioning and Compensation Peer Group

    | | 25th Percentile | 50th Percentile | 75th Percentile | Upstart Percentile | | Revenue | $723M | $1,202M | $1,835M | 33% | | Market Capitalization | $3,822M | $5,650M | $9,203M | 53% |

  44. Competitive Positioning and Compensation Peer Group

    The compensation committee reviewed compensation data from the approved peer group together with industry-specific survey data from the Radford data and analytics platform to inform its understanding of the competitive executive talent market. These sources were used to assess prevailing compensation levels, program design practices, and emerging trends. The compensation committee then evaluated our executive compensation structure and individual pay levels relative to this broader market context. The compensation committee does not establish compensation solely by reference to benchmarking to a peer or other representative group of companies. Rather, market information serves as a reference point within a broader decision-making framework. The compensation committee believes competitive data is valuable in two respects: it helps ensure our program remains externally competitive in attracting and retaining executive talent, and it provides context for evaluating the reasonableness and alignment of individual compensation elements and total direct compensation. Market data is one of several inputs considered in the compensation committee’s deliberations and does not dictate outcomes. Final compensation decisions reflect the compensation committee’s independent judgment, informed by company performance, individual contribution, internal alignment, retention considerations, and long-term stockholder interests.

  45. Compensation Elements

    | Compensation Element | What This Element Rewards | Purpose and Key Features of Element | | Base salary | Individual performance, contributions and impact, level of experience, and breadth of role and responsibility. | Provides a competitive level of fixed compensation to attract and retain a best-in-class management team. Salary levels are informed by the market value of the position and equitable treatment across the team, with actual base salaries established based on the facts and circumstances of each executive officer and each individual position. | | Annual cash bonuses | Achievement of pre-established corporate and individual performance objectives as well as individual contributions and leadership. | Motivates executive officers to drive company growth based on performance against our near-term operating and financial plans. | | Long-term incentives/equity awards | Long-term achievement of our strategic, financial and operational objectives that in turn drive sustained stockholder value creation. Vesting requirements promote long-term thinking and retention of highly-valued executive officers over extended time horizons. | Attract, retain, motivate, and reward executive officers. Annual equity awards that vest over a defined period of time and provide a significant “at risk” and, in the case of stock options, performance-based pay opportunity. The ultimate value of all equity awards is directly related to the market price of our common stock, and the awards are only earned over an extended period of time subject to vesting. Stock options further align executives and stockholders as they deliver value only to the extent that we deliver sustained stock price growth over the award’s vesting periods. |

  46. Compensation Elements

    Our executive officers also participate in the standard employee benefit plans available to our employees. In addition, our executive officers are eligible for post-employment (both change in control and non-change in control) severance payments and benefits under certain circumstances.

  47. Annual Cash Bonuses

    Annual Cash Bonuses We use annual cash incentives to motivate our executive officers, including our Named Executive Officers, to deliver disciplined financial and operational performance while advancing our longer-term strategic priorities. Consistent with our compensation philosophy, annual incentives are fully performance-based, are not guaranteed, and may vary significantly year to year. They represent a meaningful portion of total direct compensation and reinforce executive accountability for annual results. Each year, the compensation committee establishes target annual incentive opportunities under a formal bonus plan that links payout to clearly defined performance metrics aligned with our operating plan. The plan is structured to provide above-target payouts when performance meaningfully exceeds established objectives and reduced or no payouts when performance falls short. This framework supports pay-for-performance alignment and mitigates the risk of compensation outcomes that are not supported by results. Under the 2025 Bonus Plan, the compensation committee selected the performance measures and approved the associated target levels at the beginning of the performance period. In setting these metrics and targets, the compensation committee considered rigor, line-of-sight accountability, business risk, and alignment with stockholder interests. Performance goals are intended to be challenging yet achievable, and target performance is not set at levels that are expected to be attained absent disciplined execution. The compensation committee retains the authority to exercise informed discretion in determining final payouts, including the ability to increase, reduce, or eliminate individual awards or adjust the overall bonus pool. This discretion is intended to ensure that incentive outcomes appropriately reflect overall company performance, individual leadership impact, risk considerations, and the quality and sustainability of results. The compensation committee is not required to apply formulaic weightings when exercising discretion and evaluates outcomes holistically. In addition, annual incentive awards remain subject to our Compensation Recovery Policy and other governance safeguards, reinforcing accountability and alignment with long-term stockholder value. Target Annual Cash Bonus Opportunities In 2025, the compensation committee reviewed the target annual cash bonus opportunities of our executive officers, including our Named Executive Officers, taking into consideration a competitive market analysis prepared by Compensia and the recommendations of our CEO (except with respect to his own target annual cash bonus opportunity), as well as the other factors described above. Following this review, the compensation committee determined (or in the case of the CEO, recommended) that no changes to target annual cash bonus opportunities for 2025 were necessary to maintain competitive bonus opportunities. Target opportunities for each NEO are set forth in “2025 Performance Results and Bonus Decisions” below. Corporate Performance Objectives Performance under the 2025 Bonus Plan was determined based on full-year financial results for the fiscal year ended December 31, 2025. For 2025, the compensation committee adopted a performance framework anchored on Revenue from Fees as the primary funding metric, with Net Income serving as a modifier to reinforce profitability discipline. The performance determination process operated as follows:

  48. Annual Cash Bonuses

    | 1. | Primary Metric — Revenue from Fees |

  49. Annual Cash Bonuses

    Revenue from Fees was used to determine the initial funding level of the executive bonus pool. Achievement relative to pre-established threshold, target, and maximum levels established the preliminary payout percentage, with straight-line interpolation between those levels. The compensation committee selected this metric because it reflects the core economic output of our platform and aligns executive incentives with sustainable revenue generation and marketplace activity.

  50. Annual Cash Bonuses

    | 2. | Profitability Modifier — Net Income |

  51. Annual Cash Bonuses

    Net Income functioned as a modifier to the revenue-based payout outcome. Depending on the level of profitability achieved, the calculated funding percentage could be adjusted downward. This structure reinforced accountability for profitable growth and mitigated the risk of incentivizing revenue expansion without corresponding earnings performance. The compensation committee determined that this two-factor framework appropriately balanced growth and profitability objectives during 2025. The compensation committee believes that emphasizing Revenue from Fees, while incorporating a Net Income modifier, directly supports durable stockholder value creation by aligning incentives with both top-line execution and bottom-line results. Performance targets for each metric were established at the beginning of the fiscal year and were intended to be rigorous yet potentially achievable through disciplined execution of our operating plan. In setting these goals, the compensation committee considered financial forecasts, funding market conditions, credit performance expectations, and the broader macroeconomic environment. The 2025 structure reflects a deliberate refinement of our prior incentive design. In earlier periods, incentive funding relied more heavily on Adjusted EBITDA-based measures. As our business regained scale and returned to profitability, the compensation committee concluded that Revenue from Fees — paired with a Net Income modifier — provided a more direct linkage to our current strategic priorities of disciplined growth and earnings durability. This evolution reflects the Company’s progression along its operating cycle and the compensation committee’s ongoing effort to ensure that performance metrics remain aligned with the drivers of long-term stockholder value.

  52. Annual Cash Bonuses

    | | Threshold | Target | Maximum | | Revenue From Fees | $853.2M | $948.0M | $1,232.4M | | Net Income (NI) | $10M | $14M | — | | Bonus Pool Funding (NI at Threshold) | 25% | 80% | 150% | | Bonus Pool Funding (NI at Target) | 25% | 100% | 200% |

  53. Annual Cash Bonuses

    In the event of actual performance between the levels set forth in the table, the payout level was to be calculated between each designated segment on a straight-line interpolated basis. 2025 Corporate Performance Results 2025 began as a challenging year but by the end the Company was starting to display a significant turn around in overall business performance. This was a direct result of the hard work of the team in building a more robust, more resilient business while continuing to innovate our core point of differentiation - better AI models for assessing credit risk. At the end of 2025 we closed with Revenue from Fees at $950.0 million and Net Income well above the target at $53.6 million. Based on the agreed targets approved by the compensation committee, we funded the overall bonus pool at 100.95%. Application of Individual Performance Mr. Girouard’s bonus payment was based entirely on Upstart’s financial performance and determined outside of the performance management calibration process. For the other Named Executive Officers, 75% of the bonus pay out is based on performance against the financial performance metric and 25% is based on an individual performance multiplier. The individual performance multiplier was determined as part of the Company-wide overall performance evaluation process under which all employees (other than Mr. Girouard) receive a rating that correlates to a multiplier that could impact their bonus payment either upwards or downwards. For our Named Executive Officers, their performance rating and bonus payments were subject to the approval of the compensation committee after recommendation from Mr. Girouard. Named Executive Officer Performance — Chief Technology Officer At the beginning of 2025, the CEO established key priorities for Mr. Gu focused on advancing the Company’s AI and machine learning platform, improving model performance and credit outcomes, enabling the scaling of new products and verticals, strengthening engineering and product capabilities, and supporting external engagement with investors and stakeholders. In evaluating Mr. Gu’s performance, the CEO considered his execution against these priorities, including the following:

  54. Annual Cash Bonuses

    | • | Advancement of AI Platform and Model Performance: Led significant enhancements to the Company’s technology and machine learning platforms, contributing to improvements in model accuracy, conversion, pricing reliability, and overall system performance. |

  55. Annual Cash Bonuses

    | • | Product Expansion and Scalable Growth: Enabled the continued expansion of the Company’s platform into new and existing verticals, including Auto, Home, and small-dollar lending, supporting growth to meaningful origination levels with sustainable unit economics. |

  56. Annual Cash Bonuses

    | • | Credit Performance and Outcomes: Supported strong credit outcomes across products through continued refinement of underwriting models and platform capabilities. |

  57. Annual Cash Bonuses

    | • | Organizational and Talent Development: Led key organizational and talent upgrades across engineering and product functions, strengthening the Company’s ability to execute and innovate. |

  58. Annual Cash Bonuses

    | • | Strategic and External Engagement: Expanded engagement with investors and external stakeholders, helping to articulate the Company’s differentiated AI capabilities, and played a key role in preparing for a successful CEO transition. |

  59. Annual Cash Bonuses

    Mr. Gu’s exceptional performance against deliverables informed the CEO’s decisions regarding the annual incentive compensation and long-term equity awards Mr. Gu received. Named Executive Officer Performance — Chief Financial Officer At the beginning of 2025, the CEO established key priorities for Mr. Datta focused on strengthening the Company’s funding strategy, expanding and diversifying capital sources, enabling the scaling of new and existing products through third-party funding, and supporting the Company’s transition to a more capital-efficient operating model. In evaluating Mr. Datta’s performance, the CEO considered his execution against these priorities, including the following:

  60. Annual Cash Bonuses

    | • | Capital Markets and Funding Strategy: Led the structuring and execution of large-scale and innovative funding solutions, including asset-backed securitizations, forward flow agreements, and new product funding structures. |

  61. Annual Cash Bonuses

    | • | Balance Sheet Efficiency and Capital-Light Transition: Enabled the Company to support significant revenue growth while reducing balance sheet exposure by the end of the year, advancing a core strategic priority for 2025. |

  62. Annual Cash Bonuses

    | • | Expansion of Third-Party Funding: Expanded third-party funding across new and existing products, including Auto and HELOC, supporting the transition of these businesses toward more scalable and capital-efficient models. |

  63. Annual Cash Bonuses

    | • | Support for Business Model Evolution: Played a key role in supporting the Company’s broader business model evolution through alignment of funding strategy with product and platform growth. |

  64. Annual Cash Bonuses

    These contributions informed the CEO’s decisions regarding the annual incentive compensation and long-term equity awards Mr. Datta received. Named Executive Officer Performance — Chief Legal Officer At the beginning of 2025, the CEO established key priorities for Mr. Darling focused on strengthening the Company’s legal and governance frameworks, supporting capital markets and corporate transactions, enhancing board and committee operations, and building organizational capability within the legal function to support the Company’s growth and increasing complexity. In evaluating Mr. Darling’s performance, the CEO considered his execution against these priorities, including the following:

  65. Annual Cash Bonuses

    | • | Legal Support for Capital Markets and Strategic Transactions: Supported the execution of complex funding and corporate transactions, including innovative capital markets structures and new product funding initiatives. |

  66. Annual Cash Bonuses

    | • | Governance and Board Effectiveness: Enhanced board and committee operations, including the implementation of more streamlined processes and improved materials to support effective oversight. |

  67. Annual Cash Bonuses

    | • | Organizational Development: Strengthened the legal organization through the addition of experienced talent across capital markets and corporate legal functions. |

  68. Annual Cash Bonuses

    | • | Risk Management and Operational Support: Provided legal support aligned with the Company’s growth, capital strategy, and increasing operational complexity, serving as a key risk and operational backstop. |

  69. Annual Cash Bonuses

    This strong performance in support of the Company’s strategic and operational priorities for 2025 informed the CEO’s decisions regarding the annual incentive compensation and long-term equity awards Mr. Darling received.

  70. Annual Cash Bonuses

    | Named Executive Officers Who Were Eligible for 2025 Cash Bonuses | Target Annual Cash Bonus Opportunity (as a percentage of base salary) | Actual Cash Bonus Payment | Percentage of Target Annual Cash Bonus Opportunity Earned | | Dave Girouard | 100% | $536,603 | 100% | | Sanjay Datta | 75% | $385,900 | 107% | | Paul Gu | 75% | $408,337 | 113% | | Scott Darling | 75% | $328,002 | 101% |

  71. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We use long-term equity incentives to align our executive officers, including our Named Executive Officers, with sustained stockholder value creation. Equity awards provide executives with a meaningful ownership stake in Upstart and directly link realized compensation to long-term share performance. Historically, our long-term incentive program has consisted primarily of stock options and RSUs. Stock options deliver value only to the extent that our stock price appreciates above the exercise price, creating direct alignment with stockholder returns and reinforcing an ownership mindset. RSUs, by contrast, retain value even in periods of market volatility and provide a complementary retention element. Because RSUs typically require fewer shares to deliver equivalent value compared to options, they can also moderate dilution while maintaining alignment with stockholders, as their value increases with sustained share price appreciation. The compensation committee believes this combination of vehicles supports three objectives: (i) strong alignment with long-term performance, (ii) retention of key leadership talent in a competitive market, and (iii) prudent management of equity usage and dilution. The compensation committee does not apply a formulaic approach in determining annual equity award sizes. Instead, award levels are determined based on a holistic review that includes company performance, individual impact, scope of responsibility, competitive market data, retention considerations, and internal pay alignment. The compensation committee also evaluates projected dilution, burn rate, and the cumulative impact of equity grants on stockholder value when approving annual awards. The CEO provides recommendations regarding equity awards for other executive officers (other than himself), which the compensation committee reviews and evaluates independently before making final determinations. Timing of Awards As part of Upstart’s annual performance and compensation review process, the compensation committee approves stock option and RSU awards to our Named Executive Officers on a predetermined schedule. The compensation committee does not take material non-public information into account when determining the timing and terms of stock option awards, except that if the Company determines that it is in possession of material non-public information on an anticipated grant date, the compensation committee expects to defer the grant until a date on which the Company is not in possession of material non-public information. In addition, the compensation committee does not time the release of material non-public information for the purpose of affecting the value of executive compensation. 2025 Equity Awards In February 2025, the compensation committee approved annual equity awards for Messrs. Datta, Gu and Darling as incentives for future financial and individual performance, to retain such executive officers and in recognition of each person’s individual potential for future impact and contributions to Upstart. Our CEO’s equity awards were approved by the independent members of our Board based on the recommendation of the compensation committee. With respect to Messrs. Datta, Gu, and Darling, the equity awards consisted of both options to purchase shares of our common stock and RSU awards that may be settled for shares of our common stock. The compensation committee targeted 50% of the economic value in RSU awards and 50% in stock options (valued at approximately 1.9:1 ratio of shares subject to options versus RSUs based on the approximate underlying fair market values of the two types of equity awards) and believed that this proportion of the two types of equity awards provided the appropriate incentives for stock price performance while aligning the interests of such executive officers with the interests of our stockholders. With respect to our CEO, the compensation committee structured the equity award to consist solely of stock options in order to maximize the incentive to focus on stock price performance and create the strongest possible alignment between our CEO and the interests of our stockholders. 2026 Special Performance Equity Awards In the past, the compensation committee has considered the appropriateness of implementing performance-based RSUs for our leadership team, and believes that the changes to our executive leadership team in 2026 provided an opportunity to incorporate these performance-based equity compensation vehicles. The PRSU Awards (defined below) are intended to be a critical part of the equity-based compensation for Messrs. Gu, Datta and Darling and Ms. Blankmeyer for the next four years, and reflect a renewed approach to further align our compensation practices with the delivery of value to stockholders. The structure of the PRSU Vesting Schedule (defined below) was also influenced by the feedback our management team received from stockholders in 2025 regarding our executive compensation practices (see the section titled “ Board of Directors and Corporate Governance—Stockholder Engagement ” above). Subsequent to the fiscal year ended December 31, 2025, our compensation committee, after extensive consultation with Compensia, approved in February 2026 the grant of performance-based restricted stock unit awards (“PRSU Awards”) to (i) Paul Gu in connection with his appointment as Chief Executive Officer effective May 1, 2026, (ii) Sanjay Datta in connection with his transition to President, Capital & Enterprise effective February 10, 2026, (iii) Andrea Blankmeyer in connection with her commencement of employment as Chief Financial Officer effective March 16, 2026, and (iv) Scott Darling in connection with his continuing equity compensation package. The PRSU Awards granted to Messrs. Gu, Datta and Darling and Ms. Blankmeyer were granted with an initial intended value of $37.0 million, $7.5 million, $3.0 million and $6.0 million, respectively. Each PRSU Award will be eligible to vest in the first quarter of 2030 based on our four-year relative total stockholder return as compared to the companies in the F-Prime Fintech Index at the end of the first 30 trading days of 2026 who remain constituents of that index through the performance period (the “PRSU Vesting Schedule”). The equity awards granted to our eligible Named Executive Officers in 2025 were as follows:

  72. Long-Term Incentive Compensation

    | | 2025 Refresh Awards | | | Named Executive Officer | Restricted Stock Unit Awards (intended target annual dollar value) | Stock Option Awards (intended target annual dollar value) | | Dave Girouard | — | $8.6 million | | Sanjay Datta | $2.0 million | $2.0 million | | Paul Gu | $2.0 million | $2.0 million | | Scott Darling | $1.0 million | $1.0 million |

  73. Long-Term Incentive Compensation

    | (1) The dollar values in this column were converted into RSU awards based on a 30-trading day period trailing average of Upstart’s closing stock price on The NASDAQ Global Select Market as of February 20, 2025, prior to the grant date on February 28, 2025. |

  74. Long-Term Incentive Compensation

    | (2) The dollar values in this column were converted into Stock Option awards based on a fixed ratio of stock options to RSUs of 1.9:1. |

  75. Long-Term Incentive Compensation

    The equity awards granted to our Named Executive Officers in 2025 are set forth in the “2025 Summary Compensation Table” and the “2025 Grants of Plan-Based Awards Table” below.

  76. Post-Employment Compensation

    Post-Employment Compensation In 2020, we adopted an executive change in control and severance policy applicable to our executive officers. Pursuant to the policy, we subsequently entered into executive change in control and severance policy participation agreements with each of our executive officers, including each of our Named Executive Officers. In December 2022, the executive change in control and severance policy was amended to provide a standardized approach for providing severance payments and benefits. Our executive change in control and severance policy requires us to provide certain payments and benefits to participants, including our Named Executive Officers, upon a qualifying termination of employment, which includes a termination of a participant’s employment without cause (excluding by reason of death or disability) or where the participant resigns for good reason, both within the three months preceding or 12 months following a change in control of Upstart or outside of such period. The receipt of these payments and benefits are contingent upon the participant’s execution, delivery, and non-revocation of a release and waiver of claims satisfactory to us following the separation from service. We believe that the executive change in control and severance policy serves several objectives. First, it eliminates the need to negotiate separation payments and benefits on a case-by-case basis. It also helps assure an executive officer that his or her severance payments and benefits are comparable to those of other executive officers with similar levels of responsibility and tenure. Further, it acts as an incentive for our executive officers to remain employed and focused on their responsibilities during the threat or negotiation of a change-in-control transaction, which preserves our value and the potential benefit to be received by our stockholders in the transaction. Finally, the change in control and severance policy is easier for us to administer, as it requires less time and expense. The executive change in control and severance policy contemplates that the payments and benefits in the event of a change in control of Upstart are payable only upon a “double trigger”; that is, only following a change in control and a qualifying termination of employment, including a termination of employment without cause (excluding by reason of death or disability) or a resignation for good reason, and in each case requires that the participant execute a release of claims in our favor. In the event of a change in control of Upstart, to the extent that any of the amounts provided for under the executive change in control and severance policy would constitute a “parachute payment” within the meaning of Section 280G of the Code and could be subject to the related excise tax under Section 4999 of the Code, a participant will receive such payment as would entitle him or her to receive the greatest after-tax benefit, even if it means that we pay the executive officer a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code. For a summary of the material terms and conditions of the executive change in control and severance policy, as well as an estimate of the amounts payable to our Named Executive Officers under their respective participation agreements, see “—Potential Payments upon Termination or Change in Control” below. A copy of the Amended and Restated Change in Control and Severance Policy is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  77. Derivatives Trading, Hedging, and Pledging Policies

    Derivatives Trading, Hedging, and Pledging Policies Under our insider trading policy, our employees, including our executive officers, and the non-employee members of our Board are prohibited from engaging in short sales, trading in derivative securities (other than stock options, RSU awards, and other compensatory awards granted to such individuals by us) or engaging in hedging transactions, pledging our securities as collateral for a loan (except for, in the case of our executive officers and the non-employee members of our Board and only with respect to pledging, with a waiver of this prohibition from our Chief Legal Officer and the chair of our Nominating and Corporate Governance Committee and a determination that the individual has the financial capacity to repay the loan without resorting to the pledged securities), and holding our securities in a margin account.

  78. Taxation of Nonqualified Deferred Compensation

    Taxation of Nonqualified Deferred Compensation Section 409A of the Code requires that amounts that qualify as “nonqualified deferred compensation” satisfy requirements with respect to the timing of deferral elections, timing of payments, and certain other matters. Generally, the compensation committee intends to administer our executive compensation program and design individual compensation elements, as well as the compensation plans and arrangements for our employees generally, so that they are either exempt from, or satisfy the requirements of, Section 409A. From time to time, we may be required to amend some of our compensation plans and arrangements to ensure that they are either exempt from, or compliant with, Section 409A.

  79. Taxation of “Parachute” Payments

    Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and the non-employee members of our Board who hold significant equity interests and certain other service providers may be subject to additional excise taxes if they receive payments or benefits in connection with a change in control of Upstart that exceeds certain prescribed limits, and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any Named Executive Officer, with a “gross-up” or other tax payment or reimbursement for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 during 2025 and we have not agreed and are not otherwise obligated to provide any executive officer, including any Named Executive Officer, with such a “gross-up” or other payment or reimbursement.

  80. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The compensation committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is FASB ASC Topic 718, the standard which governs the accounting treatment of stock-based compensation awards. FASB ASC Topic 718 requires us to recognize in our financial statements all share-based payment awards to employees, including grants of options to purchase shares of our common stock and RSU awards that may be settled for shares of our common stock to our executive officers, based on their grant date fair values. With respect to stock options and PRSU awards, the application of FASB ASC Topic 718 involves significant amounts of judgment in the determination of inputs into the Black-Scholes option-pricing model and Monte Carlo simulation model, respectively, that we use to determine the fair value of these awards. These inputs include assumptions as to the expected volatility of the underlying stock, risk free interest rates, and the expected life (term) of the awards. We review our valuation assumptions at each grant date, and, as a result, our valuation assumptions used to value stock options and PRSU awards granted in future periods may vary from the valuation assumptions we have used previously. FASB ASC Topic 718 also requires us to recognize the compensation cost of our share-based payment awards in our income statement over the period that an employee, including our executive officers, is required to render service in exchange for the award (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  81. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table provides information regarding the compensation earned by or paid to our Named Executive Officers for the fiscal years ended December 31, 2025, 2024 and 2023.

  82. 2025 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Option Awards ($)(2) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($)(1) | | Dave Girouard(5) | 2025 | 536,667 | — | 8,597,565 | — | 536,603 | — | 9,670,835 | | Chief Executive Officer | 2024 | 496,667 | — | 5,812,344 | — | 801,124 | — | 7,110,135 | | | 2023 | 460,000 | — | 6,448,630 | — | 207,000 | — | 7,115,630 | | Sanjay Datta | 2025 | 482,083 | — | 1,999,396 | 1,955,498 | 385,900 | 4,500 | 4,827,377 | | Chief Financial Officer | 2024 | 447,917 | — | 1,623,064 | 1,575,926 | 749,694 | 4,500 | 4,401,101 | | | 2023 | 423,750 | — | 2,550,012 | 2,552,518 | 210,551 | 3,417 | 5,740,248 | | Paul Gu(5) | 2025 | 482,083 | — | 1,999,396 | 1,955,498 | 408,337 | 4,500 | 4,849,814 | | Chief Technology Officer | 2024 | 447,917 | — | 1,623,064 | 1,575,926 | 749,694 | 4,500 | 4,401,101 | | | 2023 | 390,833 | — | 2,548,468 | 2,552,518 | 194,195 | 4,500 | 5,690,514 | | Scott Darling | 2025 | 435,000 | — | 1,005,699 | 977,782 | 328,002 | 4,500 | 2,750,983 | | Chief Legal Officer and Corporate Secretary | 2024 | 432,917 | — | 846,924 | 787,976 | 483,059 | 4,500 | 2,555,376 | | | 2023 | 410,000 | 92,603(6) | — | — | 180,656 | 4,500 | 687,759 |

  83. 2025 Summary Compensation Table

    | (1) Prior year base salary amounts have been updated from amounts previously reported in prior proxy statements, which reflected base salary in effect as of year-end, to reflect actual base salary paid. |

  84. 2025 Summary Compensation Table

    | (2) The dollar value of the RSU awards shown in the “Stock Awards” column represents the grant date fair value calculated on the basis of the fair market value of the underlying shares of common stock on the grant date in accordance with FASB ASC Topic 718. The dollar value of the stock option awards shown in the “Option Awards” column represents the grant date fair value calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant-date fair value of the stock options reported in the “Option Awards” column are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed on February 10, 2026. The actual value that the Named Executive Officer will realize on each RSU or option award will depend on the price per share of our common stock at the time shares underlying the RSUs vest or options are exercised. Accordingly, these amounts do not necessarily correspond to the actual value realized or that may be realized by our Named Executive Officers. |

  85. 2025 Summary Compensation Table

    | (3) The amounts reported for 2025 represent the amounts earned by the Named Executive Officers in calendar year 2025 under Upstart’s 2025 Bonus Plan, as described in more detail in the section titled “Compensation Discussion and Analysis—Target Annual Cash Bonus Opportunities.” The amounts reported for 2024 and 2023 represent the amounts earned by the Named Executive Officers in calendar years 2024 and 2023 under Upstart’s 2024 Bonus Plan and Upstart’s 2023 Bonus Plan, respectively. |

  86. 2025 Summary Compensation Table

    | (4) The amounts reflect employer matching contributions under our Section 401(k) plan. |

  87. 2025 Summary Compensation Table

    | (5) Mr. Girouard and Mr. Gu serve on our Board but are not paid additional compensation for their service on our Board. |

  88. 2025 Summary Compensation Table

    | (6) The amount reflects the prorated signing bonus that Mr. Darling earned in 2023. Mr. Darling received a signing bonus in the amount of $100,000 when he joined Upstart in 2022. If Mr. Darling’s employment with the Company was terminated voluntarily during a 12-month period from the start date of his employment, Mr. Darling would have been required to repay a prorated portion of the signing bonus to the Company. The 12-month period expired in 2023. |

  89. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table presents information regarding the incentive awards granted to the Named Executive Officers for 2025.

  90. 2025 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Exercise or Base Price of Option Awards ($/sh)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Dave Girouard | — | 3/11/2025 | 135,000 | 540,000 | 1,080,000 | — | — | — | — | — | — | — | | | 2/28/2025(4) | — | — | — | — | — | — | — | — | 239,628 | 66.67 | 8,597,565 | | Sanjay Datta | — | 3/11/2025 | 90,938 | 363,750 | 727,500 | — | — | — | — | — | — | — | | | 2/28/2025(5) | — | — | — | — | — | — | — | 29,331 | — | — | 1,955,498 | | | 2/28/2025(4) | — | — | — | — | — | — | — | — | 55,728 | 66.67 | 1,999,396 | | Paul Gu | — | 3/11/2025 | 90,938 | 363,750 | 727,500 | — | — | — | — | — | — | — | | | 2/28/2025(5) | — | — | — | — | — | — | — | 29,331 | — | — | 1,955,498 | | | 2/28/2025(4) | — | — | — | — | — | — | — | — | 55,728 | 66.67 | 1,999,396 | | Scott Darling | — | 3/11/2025 | 81,563 | 326,250 | 652,500 | — | — | — | — | — | — | — | | | 2/28/2025(6) | — | — | — | — | — | — | — | 14,666 | — | — | 977,782 | | | 2/28/2025(7) | — | — | — | — | — | — | — | — | 27,864 | 66.67 | 1,005,699 |

  91. 2025 Grants of Plan-Based Awards

    | (1) Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns relate to cash incentive opportunities under our 2025 Bonus Plan based upon the combined achievement of individual and corporate performance goals over fiscal year 2025. Under the 2025 Bonus Plan, payments are determined by multiplying each participant’s target bonus by (i) a factor determined by individual performance, capped at 150%, and (ii) a factor determined by the achievement of the corporate performance goals, capped at 200%. The actual amounts paid to our Named Executive Officers are set forth in the “2025 Summary Compensation Table” above, and the calculation of the actual amounts paid is discussed more fully in the section titled “Compensation Discussion and Analysis – Target Annual Cash Bonus Opportunities.” |

  92. 2025 Grants of Plan-Based Awards

    | (2) The exercise price of the stock options is the closing price of our common stock on the date of grant. |

  93. 2025 Grants of Plan-Based Awards

    | (3) The dollar value of the RSU awards shown in the “Stock Awards” column represents the grant date fair value calculated on the basis of the fair market value of the underlying shares of common stock on the grant date in accordance with FASB ASC Topic 718. The dollar value of the stock option awards shown in the “Option Awards” column represents the grant date fair value calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in the “Option Awards” column are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC on February 10, 2026. The actual value that the Named Executive Officer will realize on each RSU or option award will depend on the price per share of our common stock at the time shares underlying the RSUs vest or options are exercised. Accordingly, these amounts do not necessarily correspond to the actual value realized or that may be realized by our Named Executive Officers. |

  94. 2025 Grants of Plan-Based Awards

    | (4) One-forty eighth of the shares subject to the option shall vest on March 20, 2025 and each one-month period thereafter, subject to continued service with us through each such date. |

  95. 2025 Grants of Plan-Based Awards

    | (5) These securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. One-sixteenth of the RSUs shall vest on May 20, 2025 and each three-month period thereafter, subject to continued service with us through each such date. |

  96. 2025 Grants of Plan-Based Awards

    | (6) These securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. 40% of the RSUs shall vest quarterly in equal installments beginning on May 20, 2025, for 24 months, and the remaining 60% of the RSUs shall vest quarterly in equal installments for 24 months thereafter, subject to continued service with us through each such date. |

  97. 2025 Grants of Plan-Based Awards

    | (7) 40% of the shares subject to the option shall vest monthly in equal installments beginning on March 20, 2025, for 24 months, and the remaining 60% of the options shall vest monthly in equal installments for 24 months thereafter, subject to continued service with us through each such date. |

  98. Outstanding Equity Awards at 2025 Year-End

    Outstanding Equity Awards at 2025 Year-End The following table presents information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2025.

  99. Outstanding Equity Awards at 2025 Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Dave Girouard | 9/20/2016 | 835,075 | — | 0.83 | 9/20/2026 | — | — | — | — | | | 11/6/2020 | 550,000 | — | 18.44 | 11/6/2030 | — | — | — | — | | | 3/20/2021 | 106,486 | — | 125.28 | 3/20/2031 | — | — | — | — | | | 2/20/2022 | 74,515 | — | 130.05 | 2/20/2032 | — | — | — | — | | | 3/17/2023(6) | 571,415 | 235,289 | 15.23 | 3/17/2033 | — | — | — | — | | | 2/29/2024(8) | 191,169 | 225,929 | 25.75 | 2/28/2034 | — | — | — | — | | | 2/28/2025(12) | 49,922 | 189,706 | 66.67 | 2/27/2035 | — | — | — | — | | Sanjay Datta | 12/28/2016 | 621,346 | — | 1.35 | 12/28/2026 | — | — | — | — | | | 12/18/2017 | 100,000 | — | 2.15 | 12/18/2027 | — | — | — | — | | | 3/29/2019 | 150,000 | — | 3.80 | 03/29/2029 | — | — | — | — | | | 1/31/2020 | 200,000 | — | 8.88 | 01/31/2030 | — | — | — | — | | | 3/20/2021 | 50,824 | — | 125.28 | 03/20/2031 | — | — | — | — | | | 2/20/2022 | 57,027 | — | 130.05 | 02/20/2032 | — | — | — | — | | | 3/17/2023(6) | 225,558 | 92,878 | 15.23 | 03/17/2033 | — | — | — | — | | | 3/17/2023(7) | — | — | — | — | 52,375 | 2,290,358.75 | — | — | | | 2/29/2024(8) | 53,295 | 62,986 | 25.75 | 02/28/2034 | — | — | — | — | | | 2/29/2024(9) | — | — | — | — | 34,426 | 1,505,448.98 | — | — | | | 2/28/2025(12) | 11,609 | 44,119 | 66.67 | 02/27/2035 | — | — | — | — | | | 2/28/2025(13) | — | — | — | — | 23,832 | 1,042,173.36 | — | — | | Paul Gu | 03/29/2019 | 42,500 | — | 3.80 | 03/29/2029 | — | — | — | — | | | 01/31/2020 | 181,336 | — | 8.88 | 01/31/2030 | — | — | — | — | | | 03/20/2021 | 50,824 | — | 125.28 | 03/20/2031 | — | — | — | — | | | 03/17/2023(6) | 192,454 | 92,878 | 15.23 | 03/17/2033 | — | — | — | — | | | 3/17/2023(7) | — | — | — | — | 52,375 | 2,290,358.75 | — | — | | | 2/29/2024(8) | 43,607 | 62,986 | 25.75 | 02/28/2034 | — | — | — | — | | | 2/29/2024(9) | — | — | — | — | 34,426 | 1,505,448.98 | — | — | | | 2/28/2025(12) | 11,609 | 44,119 | 66.67 | 02/27/2035 | — | — | — | — | | | 2/28/2025(13) | — | — | — | — | 23,832 | 1,042,173.36 | — | — | | Scott Darling | 12/31/2022(4) | 86,561 | 108,966 | 13.22 | 12/31/2032 | — | — | — | — | | | 12/31/2022(5) | — | — | — | — | 49,530 | 2,165,947.00 | — | — | | | 2/29/2024(10) | — | 58,141 | 25.75 | 2/28/2034 | — | — | — | — | | | 2/29/2024(11) | — | — | — | — | 30,601 | 1,338,182.00 | — | — | | | 2/28/2025(14) | 4,644 | 23,220 | 66.67 | 2/27/2035 | — | — | — | — | | | 2/28/2025(15) | — | — | — | — | 12,467 | 545,182.00 | — | — |

  100. Outstanding Equity Awards at 2025 Year-End

    | (1) Each of the outstanding equity awards listed in the table above was granted pursuant to our 2012 Equity Incentive Plan or 2020 Equity Incentive Plan. |

  101. Outstanding Equity Awards at 2025 Year-End

    | (2) This column represents the fair market value of a share of our common stock on the grant date, as determined in accordance with our 2012 Equity Incentive Plan or 2020 Equity Incentive Plan, as applicable. |

  102. Outstanding Equity Awards at 2025 Year-End

    | (3) These columns represent the market value of a share of our common stock underlying the RSUs as of December 31, 2025, based on the closing price of our common stock of $43.73 per share. |

  103. Outstanding Equity Awards at 2025 Year-End

    | (4) One forty-eighth of the shares subject to the option shall vest on January 20, 2023 and each one-month period thereafter, subject to continued service with us through each such date. |

  104. Outstanding Equity Awards at 2025 Year-End

    | (5) These securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. One-sixteenth of the RSUs shall vest on February 20, 2023 and each three-month period thereafter, subject to continued service with us through each such date. |

  105. Outstanding Equity Awards at 2025 Year-End

    | (6) One-forty eighth of the shares subject to the option shall vest on March 20, 2023 and each one-month period thereafter, subject to continued service with us through each such date. |

  106. Outstanding Equity Awards at 2025 Year-End

    | (7) These securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. One-sixteenth of the RSUs shall vest on May 20, 2023 and each three-month period thereafter, subject to continued service with us through each such date. |

  107. Outstanding Equity Awards at 2025 Year-End

    | (8) One forty-eighth of the shares subject to the option shall vest on March 20, 2024 and each successive one-month period thereafter, subject to continued service with us through each such date. |

  108. Outstanding Equity Awards at 2025 Year-End

    | (9) These securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. One-sixteenth of the RSUs shall vest on May 20, 2024 and each three-month period thereafter, subject to continued service with us through each such date. |

  109. Outstanding Equity Awards at 2025 Year-End

    | (10) 10% of the shares subject to the option shall vest monthly in equal installments beginning on March 20, 2026, for 12 months, 55% of the shares shall vest monthly in equal installments for 12 months thereafter, and the remaining 35% of the shares shall vest monthly in equal installments for 12 months thereafter, subject to continued service with us through each such date. |

  110. Outstanding Equity Awards at 2025 Year-End

    | (11) These securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. 10% of the RSUs shall vest quarterly in equal installments beginning on May 20, 2026, for 12 months, 55% of the RSUs shall vest quarterly in equal installments for 12 months thereafter, and the remaining 35% of the shares shall vest quarterly in equal installments for 12 months thereafter, subject to continued service with us through each such date. |

  111. Outstanding Equity Awards at 2025 Year-End

    | (12) One forty-eighth of the shares subject to the option shall vest on March 20, 2025 and each successive one-month period thereafter, subject to continued service with us through each such date. |

  112. Outstanding Equity Awards at 2025 Year-End

    | (13) These securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. One-sixteenth of the RSUs shall vest on May 20, 2025 and each three-month period thereafter, subject to continued service with us through each such date. |

  113. Outstanding Equity Awards at 2025 Year-End

    | (14) 40% of the shares subject to the option shall vest monthly in equal installments beginning on March 20, 2025, for 24 months, and the remaining 60% of the shares shall vest monthly in equal installments for 24 months thereafter, subject to continued service with us through each such date. |

  114. Outstanding Equity Awards at 2025 Year-End

    | (15) These securities are RSUs. Each RSU represents a contingent right to receive one share of our common stock. 40% of the RSUs shall vest quarterly in equal installments beginning on May 20, 2025, for 24 months, and the remaining 60% of the RSUs shall vest quarterly in equal installments for 24 months thereafter, subject to continued service with us through each such date. |

  115. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table sets forth the number of shares of common stock acquired during 2025 by our Named Executive Officers upon the exercise of stock options or upon the vesting of RSUs, as well as the value realized upon such equity award transactions.

  116. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Dave Girouard | 291,669 | 19,369,379 | 8,468 | 703,775 | | Sanjay Datta | — | — | 109,935 | 6,425,436 | | Paul Gu | 221,084 | 10,744,685(2) | 108,636 | 6,184,003 | | Scott Darling | 40,564 | 2,182,882(2) | 51,725 | 2,948,182 |

  117. Option Exercises and Stock Vested in 2025

    | (1) The aggregate value realized is the product of the number of shares of stock subject to the exercised option multiplied by the difference between the market price of our common stock at the time of exercise and the exercise price of the option. |

  118. Option Exercises and Stock Vested in 2025

    | (2) Less than all shares received upon exercise have been sold, and therefore Mr. Gu and Mr. Darling have not received the full amount listed with respect to the shares acquired upon exercise. |

  119. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Pursuant to our Executive Change in Control and Severance Policy, as amended (the “CIC Policy”), if, within the three-month period prior to, or the 12-month period following, a “change in control” (as defined in the CIC Policy) (the “Change in Control Period”), we terminate the employment of an executive without “cause” (excluding death or disability) or the executive resigns for “good reason” (as such terms are defined in the CIC Policy), and within 60 days following such termination, the executive executes a waiver and release of claims in our favor that becomes effective and irrevocable (the “Release Requirement”), the executive will be entitled to receive: (i) a lump sum payment equal to 12 months of the executive’s then current annual base salary, (ii) a lump sum payment equal to 100% of the executive’s target annual bonus amount for the year of termination , (iii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for the executive and the executive’s respective eligible dependents for up to 12 months, and (iv) vesting acceleration as to 100% of the then-unvested shares subject to each of the executive’s then outstanding equity awards (and in the case of awards with performance vesting, unless the applicable award agreement governing such award provides otherwise, all performance goals and other vesting criteria will be deemed achieved at target or as earned (determined on a pro rata basis)) if greater; provided that if an executive’s termination occurs prior to the 12-month anniversary of the start date with us, any payment, reimbursement or vesting acceleration described in clauses (i) through (iv) are prorated based on days of service of such executive during the applicable period. Pursuant to the CIC Policy, if, outside of the Change in Control Period, we terminate the employment of an executive without “cause” (excluding death or disability) or the executive resigns for “good reason” (as such terms are defined in the CIC Policy), and the executive satisfies the Release Requirement, the executive is entitled to receive: (i) continuing payments of severance pay at a rate equal to the executive’s then current annual base salary for up to 12 months (or such shorter period as set forth in the applicable executive’s CIC Policy participation agreement), and (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for the executive and the executive’s respective eligible dependents for up to 12 months (or such shorter period as set forth in the applicable executive’s CIC Policy participation agreement); provided that if an executive’s termination occurs prior to the 12-month anniversary of the executive’s start date with us, the length of the applicable period under clauses (i) and (ii) is reduced by 50%. Pursuant to the CIC Policy, in the event any payment to an executive would be subject to the excise tax imposed by Section 4999 of the Code (as a result of a payment being classified as a parachute payment under Section 280G of the Code), the executive will receive such payment as would entitle the executive to receive the greatest after-tax benefit, even if it means that we pay the executive a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code. The following table describes the potential payments that would have been provided to each of our Named executive officers pursuant to the CIC Policy in the event that they were terminated without “cause” (excluding death or disability) or resigned for “good reason” (as such terms are defined in the CIC Policy) outside of, and within the Change in Control Period, assuming such termination occurred on December 31, 2025 and the Release Requirement was satisfied.

  120. Potential Payments upon Termination or Change in Control

    | | Termination without Cause or Resignation for Good Reason Outside of the Change in Control Period | | | Termination without Cause or Resignation for Good Reason Within the Change in Control Period | | | | | Termination due to Death | | | Named Executive Officer | Salary Severance ($) | Value of Continued Health Coverage ($)(1) | Total ($) | Salary Severance ($) | Bonus Severance ($) | Value of Continued Health Coverage ($)(1) | Value of Equity Acceleration ($)(2) | Total ($) | Value of Equity Acceleration ($)(2) | Total ($) | | Dave Girouard | 540,000 | 33,963 | 573,963 | 540,000 | 540,000 | 33,963 | 10,767,940 | 11,881,903 | 10,767,940 | 10,767,940 | | Sanjay Datta | 485,000 | 33,963 | 518,963 | 485,000 | 363,750 | 33,963 | 8,617,492 | 9,500,206 | 8,617,492 | 8,617,492 | | Paul Gu | 485,000 | 33,436 | 518,436 | 485,000 | 363,750 | 33,436 | 8,617,492 | 9,499,678 | 8,617,492 | 8,617,492 | | Scott Darling | 435,000 | 33,963 | 468,963 | 435,000 | 326,250 | 33,963 | 8,419,238 | 9,214,452 | 8,419,238 | 8,419,238 |

  121. Potential Payments upon Termination or Change in Control

    | (1) The amounts reported in these columns represent estimates of the premiums to maintain group health insurance continuation benefits pursuant to COBRA for the executive and the executive’s respective eligible dependents for 12 months. The amounts presented are based on estimates for maintaining group health insurance continuation benefits under our 2025 health insurance plans. |

  122. Potential Payments upon Termination or Change in Control

    | (2) The value of the accelerated RSUs in this table are calculated by multiplying the number of shares subject to acceleration by the closing price of our common stock on December 31, 2025, which was $43.73 per share. The value of the accelerated stock options is calculated by multiplying (x) the number of shares subject to acceleration for each stock option by (y) the closing price per share minus the applicable exercise price per share. |

  123. Pay Ratio Analysis

    Pay Ratio Analysis Pursuant to Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of our principal executive officer to the median of the annual total compensation of all our employees (except our principal executive officer). During 2025, the principal executive officer of the Company was our CEO, Mr. Girouard. For 2025, Mr. Girouard’s annual total compensation, as disclosed in the 2025 Summary Compensation Table, was $9,670,835 and the median of the annual total compensation of all our employees was $284,342, resulting in a pay ratio of approximately 34:1. In accordance with Item 402(u) of Regulation S-K, we identified the median employee as of December 31, 2025 by (i) aggregating for each applicable employee (A) annual base salary for salaried employees (or hourly rate multiplied by the estimated annual work schedule, for hourly employees), (B) the target annual incentive compensation and (C) the estimated grant date fair value for employee equity awards granted in 2025 in accordance with FASB ASC Topic 718 and (ii) ranking this compensation measure for our employees from lowest to highest. We annualized the compensation of permanent employees that worked for less than the full year. This calculation was performed for all employees of the Company as of December 31, 2025, excluding Mr. Girouard. After identifying the median employee, we calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our Named Executive Officers in the Summary Compensation Table. The pay ratio documented above is calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.

  124. Pay Versus Performance

    Pay Versus Performance The following table sets forth the compensation for Dave Girouard, our CEO and principal executive officer (“PEO”), and the average compensation for our non-PEO Named Executive Officers (“non-PEO NEOs”) for 2025, 2024, 2023, 2022 and 2021 (each a “Covered Year”), both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as calculated in accordance with rules adopted by the SEC. “Compensation actually paid” does not reflect amounts actually realized by our PEO and Non-PEO NEOs and may be higher or lower than amounts, if any, that are actually realized by such individuals. The table below also provides information for each Covered Year regarding our cumulative total shareholder return, the cumulative return of our peer group, our net income (loss), and our revenue. Additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in the section titled “Compensation Discussion and Analysis.”

  125. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1)(4)(5) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1)(3)(5) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) ($) (8) | Revenue from Fees ($) (9) | | | | | | | Total Shareholder Return ($) (6) | Peer Group Total Shareholder Return ($) (7) | | | | 2025 | 9,670,835 | 855,180 | 4,142,725 | -1,239,801 | 148.39 | 273.21 | 53,601,000 | 950,011,000 | | 2024 | 7,110,135 | 26,664,115 | 3,785,859 | 13,940,702 | 208.92 | 220.25 | -128,581,000 | 635,466,000 | | 2023 | 7,115,630 | 26,075,312 | 4,039,507 | 17,571,433 | 138.65 | 161.22 | -240,132,000 | 560,431,000 | | 2022 | 9,609,205 | -36,246,416 | 17,850,370 | -13,737,932 | 44.86 | 102.14 | -108,665,000 | 907,272,000 | | 2021 | 14,955,933 | 70,383,703 | 5,973,651 | 44,035,528 | 513.40 | 142.25 | 135,443,000 | 801,275,000 |

  126. Pay Versus Performance

    | (1) Prior year base salary amounts have been updated from amounts previously reported in prior proxy statements, which reflected base salary in effect as of year-end, to reflect actual base salary paid. |

  127. Pay Versus Performance

    | (2) Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the SEC’s rules, as shown in the adjustment table below. |

  128. Pay Versus Performance

    | Adjustments to Determine PEO Compensation Actually Paid | 2025 | | Summary Compensation Table Total for PEO ($) | 9,670,835 | | Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | -8,597,565 | | Plus Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Fiscal Year End ($) | 5,039,086 | | Plus Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | -6,115,999 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | 1,599,695 | | Plus Change in Fair Value between the End of the Prior Year and the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | -740,872 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | 0 | | Compensation Actually Paid to PEO ($) | 855,180 |

  129. Pay Versus Performance

    | (3) For purposes of the adjustments to determine “compensation actually paid,” we computed the fair value of stock option awards and restricted stock units in accordance with FASB ASC Topic 718 as of the end of the relevant fiscal year, other than fair values of equity awards that vested in the Covered Year, which are |

  130. Pay Versus Performance

    | valued as of the applicable vesting date. The valuation assumptions used in the calculation of such amounts are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC on February 10, 2026. The dollar value of Mr. Gu’s Performance Award in 2022 represents the grant date fair value calculated on the basis of a Monte Carlo simulation pursuant to assumptions set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the SEC on February 16, 2023. |

  131. Pay Versus Performance

    | (4) This figure is the average of the summary compensation table total compensation for the non-PEO NEOs in each listed year. The names of the non-PEO NEOs for each Covered Year are: for 2025, Sanjay Datta, Paul Gu and Scott Darling; for 2024, Sanjay Datta, Paul Gu and Scott Darling; for 2023, Sanjay Datta, Paul Gu and Scott Darling; for 2022, Sanjay Datta, Paul Gu, Scott Darling and Anna Counselman; and for 2021, Sanjay Datta, Paul Gu, Anna Counselman and Alison Nicoll. |

  132. Pay Versus Performance

    | (5) This figure is the average of compensation actually paid for the non-PEO NEOs in each Covered Year. Compensation actually paid does not mean that these Named Executive Officers were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the SEC’s rules, as shown in the adjustment table below. |

  133. Pay Versus Performance

    | Adjustments to Determine Average Non-PEO NEO Compensation Actually Paid | 2025 | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | 4,142,725 | | Minus Non-PEO NEO Average Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | -3,297,756 | | Plus Non-PEO NEO Average Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Fiscal Year End ($) | 1,863,381 | | Plus Non-PEO NEO Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | -3,703,719 | | Plus Non-PEO NEO Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | 511,841 | | Plus Non-PEO NEO Average Change in Fair Value between the End of the Prior Year and the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | -756,272 | | Minus Non-PEO NEO Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | 0 | | Average Compensation Actually Paid to Non-PEO NEOs ($) | -1,239,801 |

  134. Pay Versus Performance

    | (6) Total shareholder return is calculated by assuming that a $100 investment was made at the close of trading on the first full day of trading of our stock (December 16, 2020) and reinvesting all dividends until the last day of each reported fiscal year. |

  135. Pay Versus Performance

    | (7) The peer group used is the S&P Information Technology index, as used in the Company’s performance graph in our annual report. Total shareholder return is calculated by assuming that a $100 investment was made at the close of trading on the first full day of trading of our stock (December 16, 2020) and reinvesting all dividends until the last day of each reported fiscal year. |

  136. Pay Versus Performance

    | (8) The dollar amounts reported are the Company’s net income (loss) reflected in the Company’s audited financial statements. |

  137. Pay Versus Performance

    | (9) In the Company’s assessment, revenue from fees is the most important financial performance measure (other than stock price) used by the Company in 2025 to link compensation actually paid to performance. The dollar amounts reported are the Company’s revenue from fees reflected in the Company’s audited financial statements. |