Business Context and Reporting Period
This Form 8-K Current Report was filed by Upstart Holdings, Inc. on May 19, 2026. The filing reports corporate governance changes effective May 28, 2026, specifically the election of a new director and the resignation of an existing director.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
- Board Election: Tim Wennes was elected as a Class I director, effective May 28, 2026. He brings over 35 years of financial services experience, most recently serving as President and CEO of Santander Holdings USA (2019–2025).
- Board Resignation: Jeff Huber resigned from the Board and the Nominating and Corporate Governance Committee, effective May 28, 2026. The resignation was not the result of any disagreement with the Company.
Guidance, Outlook, and Risks
The filing contains no guidance, outlook, management commentary on operations, or discussion of risks and contingencies. Mr. Wennes is eligible to receive standard compensation and equity awards for non-employee directors and will enter into a standard indemnification agreement. No family relationships or undisclosed transactions were reported.
Investor Verification Checklist
- Verify the effective date of the board changes (May 28, 2026).
- Review the attached Press Release (Exhibit 99.1) for additional context on the strategic rationale for the board changes.
- Confirm the composition of the Board of Directors following the transition.
- Check subsequent filings for committee assignments for the new director, Tim Wennes.