Washington, D.C. 20549




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  ☐

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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

Upstart Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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No fee required


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.


                                                 ATTN: INVESTOR RELATIONS


                                                 2950 S. DELAWARE STREET, SUITE 300

                                                 SAN MATEO, CALIFORNIA 94403









You invested in UPSTART HOLDINGS, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on May 24, 2023.

Get informed before you vote

View the Notice and Proxy Statement and Annual Report on Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 10, 2023. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit, (2) call 1-800-579-1639 or (3) send an email to If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.




Smartphone users




Vote Virtually at the Meeting*


May 24, 2023


9:00 a.m. Pacific Time


Point your camera here and

vote without entering a

control number


Virtually at:






    *Please check the meeting materials for any special requirements for meeting attendance.   

  Vote at




This is an overview of the proposals being presented at the

upcoming stockholder meeting. Please follow the instructions

on the reverse side to vote these important matters.


  Voting Items   Board Recommends
  1.    Election of Directors    
      01) Kerry W. Cooper   LOGO   For
      02) Mary Hentges    
     03) Ciaran O’Kelly        


   Ratification of the appointment of Deloitte & Touche LLP as Upstart’s independent registered public accounting firm for the fiscal year ending December 31, 2023.   LOGO   For


   The approval, on an advisory basis, of the compensation of our named executive officers.   LOGO   For
NOTE: In their discretion, the proxy holders will vote on such other business as may properly come before the meeting or any adjournments or postponements thereof.










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