Girouard Dave buys $5.0M of UPST

Girouard Dave, a director and 10% owner of Upstart Holdings (UPST, $2.8B market cap), purchased 169,940 common shares for $4,990,679 on May 7, 2026, via an open-market P-Purchase transaction reported on a Form 4 filed with the U.S. Securities and Exchange Commission on May 8, 2026.

The Transaction

The bulk of the reported May 8 insider activity for Girouard includes this $4.99M open-market buy, executed at an average price of $29.37 per share, just 1.4% above UPST’s May 10 closing price of $28.96. The same SEC filing includes two additional trades for Girouard: two separate M-exempt sales totaling 1.67 million shares at $0.83 each, and a 300-share incidental purchase at $29.76 per share. The sizeable 169,940-share buy represents the majority of Girouard’s reported open-market activity that day.

Insider Context

Over the prior 90 days, all other reported insider activity for UPST consists of zero-cost stock awards, with no personal capital invested by executives. CFO Andrea Blankmeyer received 317,433 free shares on April 2, CTO Paul Gu received 912,702 shares on March 3, and CLO Scott Darling received 98,671 shares on March 3. Girouard’s May 7 purchase marks his first material open-market trade in the quarter, and contrasts sharply with the low-cost M-exempt share sales he reported the same day, which reflect a liquidation of a prior, deeply discounted position.

Cross-Reference to Institutional and Analyst Activity

As of December 31, 2025, the most recent available institutional holding data, UPST had 446 institutional holders, with 66.9% of its float held by institutional investors. Over that fourth quarter of 2025, 74 new institutional positions were opened, 188 were increased, 140 were reduced, and 99 were fully closed. As of May 1, 2026, analyst ratings for UPST remained unchanged from April 1, with a split of 2 Strong Buy, 6 Buy, 6 Hold, 0 Sell, and 1 Strong Sell. The transaction was executed two days after UPST released its Q1 2026 earnings on May 5, which beat revenue consensus ($308.2M actual vs. $301.3M estimate) but missed EPS estimates ($0.30 actual vs. $0.39 estimate).

What This Transaction Does NOT Signal

1. This purchase does not reflect a unanimous board or executive outlook: only Girouard has made a material open-market trade, while all other recent insider activity was non-reciprocal stock awards with no personal financial commitment from grantees.

2. It does not signal an imminent revision to forward guidance or earnings estimates, as no public SEC filing or analyst rating change has been announced in the wake of the trade.

3. It does not offset the M-exempt share sales Girouard conducted the same day, as those shares were acquired at a cost basis of $0.83, a fraction of the May 7 purchase price.