Stock Administration Definitions

Blackout Period

Also known as a Closed Trading Window, this is the period when a company prohibits insiders from trading in company stock. Please see Open Trading Windows.

Exercise

When you "exercise" options, you pay Upstart the strike price (set by the option) to purchase shares. Generally, only options that are vested can be exercised.

Insider Trading

Insider Trading is the illegal practice of trading public company stock while in possession of material nonpublic information. The purpose of insider trading is to maintain a level playing field between outside investors and inside investors, to promote fairness in the market and to protect shareholder interests.

Material Non-Public Information

Material Non-public Information (or “MNPI”) is information that is not available to the public that would be considered relevant to a reasonable investor who is considering buying, selling or holding our stock.

Open Trading Windows

An Open Trading Window is the period during the quarter when a company permits its insiders (all Upstarters are insiders) to trade company stock. An Open Trading Window is the opposite of a Closed Trading Window (or Blackout Period) which is the period when a company prohibits insiders from trading in company stock. Trading Windows are intended to protect employees from engaging in insider trading

RSU

A restricted stock unit is a right to receive company stock that is not fully transferable until certain conditions have been met. The restriction on the stock is removed over a specified period of time dependent on continuous service with the company.

Stock Options

An option gives you the right to purchase ("exercise") a specified number of shares of stock at a fixed price per share (the "exercise price") that is paid to Upstart at the time the option is exercised. Options vest over a period of time (the "vesting period") and are generally exercisable once vested.

Vesting

Vesting is the process by which an employee earns their equity. It generally occurs over a specified period of time referred to as a vesting schedule. For instance, stock options and RSUs vest over time, meaning you earn the right to exercise or sell over time as long as you work for Upstart.

Vesting Schedule

The specified period of time over which the restrictions are removed from your award and you receive incremental ownership. Please refer to your award details in your Charles Schwab account for your specific vesting schedule details.

You can find more information about stock administration here.