Upstart Holdings, Inc.
For the period ended May 28, 2026. Filed Apr 16, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 28, 2026 · Filed Apr 16, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
UPSTART HOLDINGS, INC.
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
to be held at 9:00 a.m. Pacific Time on Thursday, May 28, 2026
TO STOCKHOLDERS OF UPSTART HOLDINGS, INC.:
We are pleased to invite you to virtually attend the 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of Upstart Holdings, Inc., a Delaware corporation, which will be held virtually on Thursday, May 28, 2026, at 9:00 a.m. Pacific Time. The 2026 Annual Meeting will be held via a live interactive audio webcast on the Internet. If you held shares of our common stock at the close of business on March 31, 2026, you will be able to vote online and submit questions during the meeting at www.virtualshareholdermeeting.com/UPST2026. We are holding the 2026 Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:
| 1. | to elect as Class III directors the three nominees named in the accompanying proxy statement to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2026; |
| 3. | to approve, on an advisory basis, the compensation of our named executive officers; and |
| 4. | to transact such other business as may properly come before the meeting or any adjournments or postponements thereof. |
Our Board has fixed the close of business on March 31, 2026 as the record date for the meeting. Only stockholders of record on March 31, 2026 are entitled to notice of, and to vote at, the 2026 Annual Meeting. Our proxy statement contains further information regarding voting rights and the matters to be voted upon.
On or about April 16, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), containing instructions on how to access our proxy statement for our annual meeting and our annual report to stockholders over the Internet. The Notice provides instructions on how to vote and includes instructions on how to receive a copy of our proxy materials and annual report by mail ore-mail. The Notice, our proxy statement and our annual report to stockholders can be accessed at the following Internet address: www.proxyvote.com, using the control number located on the Notice or, if you requested to receive a printed copy of the proxy materials, your accompanying proxy card.
Your vote is important. Whether or not you plan to attend the 2026 Annual Meeting, we urge you to submit your vote as soon as possible to ensure your shares are represented. We encourage you to submit your proxy or voting instructions via the Internet, which is convenient, helps reduce the environmental impact of our annual meeting and saves us significant postage and processing costs. For instructions on voting, please refer to your proxy card, the Notice or pages 2-3 of the accompanying proxy statement.
We appreciate your continued support of, and continued interest in, Upstart.
By order of the Board of Directors,
Scott Darling
Chief Legal Officer and Corporate Secretary
San Mateo, California
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.