{"url_path":"/sec/upst/8-k/2026-05-19/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1647639/0001647639-26-000048-index.html","accession_number":"0001647639-26-000048","cik":"0001647639","ticker":"UPST","issuer_name":"Upstart Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1647639/0001647639-26-000048-index.html","primary_entity_key":"0001647639","primary_entity_name":"Upstart Holdings, Inc."},"word_count":330,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn May 19, 2026, Upstart Holdings, Inc. (“Upstart” or the “Company”) announced that its Board of Directors (the “Board”) elected Tim Wennes to serve as a Class I director on the Board, effective as of May 28, 2026. The Board has not yet determined whether Mr. Wennes will serve on any committees of the Board.\n\nMr. Wennes has over 35 years of experience in the financial services industry. Most recently, Mr. Wennes served as President and Chief Executive Officer of Santander Holdings USA, including Santander Bank N.A., from 2019 to 2025. Prior to Santander, Mr. Wennes held executive leadership roles at MUFG Union Bank, from 2008 to 2019, and Countrywide Bank, from 2003 to 2008. Mr. Wennes currently serves as a member of the board of directors of Cushman & Wakefield Ltd. Mr. Wennes earned his Bachelor’s degree from the University of Southern California and his MBA from California State University, Fullerton.\n\nIn accordance with Upstart’s Outside Director Compensation Policy (the “Policy”), Mr. Wennes is eligible to receive the standard compensation and equity awards provided to Upstart’s non-employee directors for their services pursuant to the Policy.\n\nUpstart will enter into its standard form of indemnification agreement with Mr. Wennes. There are no family relationships between Mr. Wennes and any director or executive officer of Upstart that would be required to be disclosed pursuant to Item 401(d) of Regulation S-K, and there are no transactions between Mr. Wennes and Upstart that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.\n\nOn May 19, 2026, Jeff Huber informed the Company that he will resign from the Board and the Nominating and Corporate Governance Committee of the Board, effective as of May 28, 2026. Mr. Huber’s resignation was not the result of any disagreement with the Company, the Board or any matters relating to Upstart’s operations, policies or procedures."}