Business Context and Reporting Period
This Form 8-K Current Report, filed on February 10, 2026, by Upstart Holdings, Inc. (UPST), discloses significant executive leadership transitions and associated compensatory arrangements. The report details the appointment of a new Chief Executive Officer, President, and Chief Financial Officer, effective between March 2026 and May 2026.
Key Financial Metrics
The filing does not provide operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data contained within this document is limited to executive compensation packages.
| Executive | Role | Base Salary | Target Bonus | Equity Award |
|---|---|---|---|---|
| Paul Gu | CEO (Effective May 1, 2026) | $540,000 | 100% of base | $37,000,000 PRSUs |
| Sanjay Datta | President & Chief Capital Officer | $485,000 | 100% of base | $7,500,000 PRSUs |
| Andrea Blankmeyer | CFO (Effective March 16, 2026) | $450,000 | 75% of base | $5,000,000 RSUs + $6,000,000 PRSUs |
| Dave Girouard | Executive Chairman | $15,000 | Not specified | Not specified |
Material Changes
- CEO Transition: Paul Gu (Co-founder and current CTO) will succeed Dave Girouard as CEO on May 1, 2026. Mr. Girouard will transition to Executive Chairman with a reduced base salary of $15,000.
- President Appointment: Sanjay Datta is appointed President and Chief Capital Officer effective immediately.
- CFO Transition: Andrea Blankmeyer is appointed CFO effective March 16, 2026. Mr. Datta will serve as interim CFO until that date.
Guidance, Outlook, and Risks
The filing contains no forward-looking financial guidance, market outlook, or discussion of general business risks. The primary contingency noted is the vesting of performance-based restricted stock units (PRSUs) for the new executives, which is tied to the Company's relative total stockholder return compared to the F-Prime Fintech Index over a four-year period ending in Q1 2030.
Investor Verification Checklist
- Verify the exact vesting conditions and performance metrics for the $37 million PRSU award to the new CEO.
- Confirm the transition timeline for the CFO role to ensure continuity of financial reporting through March 16, 2026.
- Review the definitive proxy statement filed on April 4, 2025, for detailed biographical information on Messrs. Gu and Datta.
- Assess the impact of the reduced salary for the Executive Chairman on overall executive compensation expenses.