Equity & Trading Window FAQs
What are some common equity terms I should know?
Here are a few commonly used equity terms:
- RSUs (Restricted Stock Units): A promise to receive shares of Upstart stock in the future. When RSUs vest, they turn into shares, and taxes are automatically withheld.
- Stock Options: Give you the right to purchase (or “exercise”) a specific number of shares at a fixed price, called the “exercise price” or “strike price.” Options vest over time and are generally exercisable only once they are vested.
- Vesting: The process by which you earn your equity over time. As long as you continue working at Upstart, you earn ownership of your equity according to the terms of your grant.
- Vesting Schedule: The timeline that determines when portions of your equity vest. You can see your specific vesting schedule in your Charles Schwab Equity Award Center account and your specific grant agreements.
- Exercise: When you “exercise” stock options, you pay the option’s exercise (strike) price to purchase shares at a pre-determined fixed price. Generally, only vested options can be exercised.
- ESPP (Employee Stock Purchase Plan): A program that lets you buy Upstart stock through payroll deductions, at a discount, on scheduled purchase dates. Click here for more information.
- Sell-to-cover: A process where a portion of your shares are automatically sold on your behalf when RSUs vest to cover required taxes.
- Insider trading: The illegal practice of trading public company stock while in possession of material nonpublic information. The goal of insider trading laws is to maintain a fair market and protect all investors.
- Trading windows: Periods of time when employees are allowed or not allowed to trade Upstart stock, depending on whether the window is “open” or “closed.”
- Trading blackout: Another way to say a “closed trading window.”.
- Material nonpublic information (MNPI): Important company information that hasn’t been shared publicly yet and could affect the stock price.
Why does Upstart have trading windows and restrictions?
Because we’re a public company, securities laws require that employees not trade in company stock while they have access to material nonpublic information (MNPI)—information the public doesn’t yet have that could affect the stock price.
Trading windows and blackouts are designed to protect employees from accidentally violating these laws and to protect the company as well. These rules apply to everyone, regardless of role or seniority.
What is material nonpublic information (MNPI)?
Material nonpublic information is information about Upstart that (i) a reasonable investor would consider important when deciding whether to buy, sell, or hold stock, and (ii) has not yet been shared publicly.
Information can be material whether it’s good or bad. Even if “everyone internally knows,” it may still be nonpublic.
Common examples include:
- Financial results, key metrics, guidance, or forecasts (including monthly originations before release)
- Major business changes, acquisitions, or partnerships (outside of the ordinary course of business)
- Significant product, platform, or AI model developments
- Legal or regulatory matters that significantly impact the business
- Layoffs or major leadership changes
- Cybersecurity incidents
For more information on MNPI, click here. If you’re unsure whether something is MNPI, ask Legal at legal-corp@upstart.com.
What happens if I trade while I have MNPI?
Trading while in possession of MNPI is illegal under federal securities law, even if:
- The trade is small
- You didn’t trade “because of” the information (it only matters if you were “in possession of” the information)
- You’re facing a personal financial situation.
In light of this environment, which all US public companies must follow, Upstart has adopted an Insider Trading Policy and implemented the safeguards described in this FAQ in order to protect employees as much as the company.
What types of equity do employees have at Upstart?
Upstart offers:
- Restricted Stock Units (RSUs)
- Stock options (either Incentive Stock Options (ISO) or Non-qualified Stock Options (NQSO)
- Shares purchased through our Employee Stock Purchase Plan (ESPP)
For more detail on the types of equity offered at Upstart, click here.
When am I allowed to trade Upstart stock?
You may trade only when all of the following are true:
- We’re in an open trading window;
- You are not subject to a special trading blackout; and
- You are not in possession of MNPI about Upstart, even if the window is open.
If any condition isn’t met, trading isn’t allowed. Note that you would be explicitly told if you’re subject to a special trading blackout.
What does it mean when people say trading windows are “open” or “closed”?
- Open Trading Window: You may trade Upstart stock, as long as you are not in possession of MNPI and your transaction is otherwise permitted under the Insider Trading Policy.
- Closed Trading Window (aka, “trading blackout”): You may not trade Upstart stock.
When are Upstart’s trading windows open and closed?
Upstart’s trading windows are anchored by two types of events: (1) quarterly earnings releases and (2) monthly origination volume releases.
Trading Windows: Quarterly Earnings Releases
- Opens: 6:30am PT one trading day after quarterly earnings are publicly released.
- Closes: 1:00pm PT on the tenth day of the third month of the quarter.
Trading Windows: Monthly Origination Volume Releases
- Opens: 6:30am PT one trading day after monthly originations are publicly released.
- Closes: 1:00pm PT on the seventh day before month-end.
Both windows need to be open in order for employees to trade. The overlap of these two schedules is what creates Upstart’s Trading Window Calendar (click here).
Where can I see the full year insider trading calendar?
Click here.
How did Upstart determine the number of days for our trading blackouts?
Upstart’s trading blackouts are designed to align with common practices used by public companies and to protect employees from unintentionally trading while in possession of material nonpublic information (MNPI).
For quarterly earnings trading blackout, we close the trading window about 75% of the way through the quarter. At that point, enough of the quarter has elapsed that internal financial results start to become meaningful, even though they haven’t been released publicly yet. This timing is a standard approach for public companies that use trading windows.
We applied that same “75% through” logic to the monthly origination volume trading blackout. In practice, this means the trading window closes about 7 days before month-end and reopens one full trading day after the data is publicly released, resulting in a blackout of roughly 10 days. The goal is consistency and clarity, and to structure a program that reasonably protects employees and the company from insider trading risk.
If we publicly release our monthly origination volume at the start of each month, could we open a brief trading window after each of those releases?
This was something we explored, but unfortunately, because of how public company reporting works across a quarter, there isn’t a clean monthly window we can safely open:
- First month: We have full prior-quarter financial results internally (including expenses and other metrics that aren’t part of the monthly origination release) that haven’t been shared publicly yet, so this isn’t a time when trading can be open.
- Second month: We’re largely in the standard post-earnings trading window, where people can already trade, until that window closes again for the monthly origination blackout.
- Third month: Even after monthly originations are released, we need to close the window again shortly afterward as we prepare for the next quarterly earnings blackout.
Do the trading blackouts apply to everyone?
Yes. These trading windows and blackouts apply to all employees, regardless of role or tenure.
I don’t work with origination data or other financial metrics, so why am I still blocked from trading?
Because this data can potentially move the stock price and is accessible company-wide before it’s released publicly, we need to temporarily restrict trading for everyone during that period. This avoids even the appearance of trading on nonpublic information.
We know this can feel frustrating, especially if you don’t use the data, but this approach was thoughtfully designed to protect employees and the company.
Could we restrict access to certain financial metrics in order to limit trading restrictions from the monthly origination release to a smaller subset of employees?
This was something we considered when structuring our trading windows. At the moment, many of Upstart's financial metrics are broadly available internally, which is aligned with our culture of transparency. Changing this level of access would require meaningful engineering work and operational changes, and we'd need to weigh that effort against other company priorities. We're continuing to evaluate the effort and tradeoffs involved, but there are no immediate plans to modify access in the near term.
What happens if I have open trade orders when a blackout begins?
Any open market orders will be canceled when the trading window closes. You’ll be able to place new orders once the window reopens.
What kinds of transactions are restricted during a blackout?
Unless otherwise noted below, all sales or purchases of Upstart stock are restricted.
The following are not restricted by trading windows:
- ESPP enrollment changes
- ESPP purchases (February 15 and August 15)
- RSU vesting (vesting happens on a preset schedule)
For a list of blackout period exceptions, click here.
Is my family subject to the Insider Trading Policy and Upstart trading restrictions?
The Insider Trading Policy and its restrictions (such as the trading windows) applies not only to you, but also to:
- Immediate family members
- Anyone who lives in your household
- Anyone who is financially dependent on you
- Any entity whose transactions you influence, direct or control.
You are responsible for helping ensure these related parties follow the policy.
Do the restrictions of the Insider Trading Policy and trading blackouts apply to shares of Upstart stock I hold outside Charles Schwab?
Yes. The Insider Trading Policy and trading blackouts apply to all Upstart shares you own, regardless of which brokerage account they’re held in. This includes shares held outside of Charles Schwab.
What happens if my RSUs vest during a blackout?
Your RSUs will still vest as scheduled.
- Any automatic sell-to-cover transactions for taxes will still occur.
- You won’t be able to sell any remaining shares until the trading window reopens.
How long after the vesting date until my shares appear in my Charles Schwab account?
After your RSUs vest, your shares don’t appear instantly. In most cases, you’ll see your net shares in your Charles Schwab brokerage account within 1 business day after the vesting date. This allows time for standard processing, including tax withholding and settlement. Occasionally, it may take a bit longer due to weekends, holidays, or higher transaction volume.
Why do I see fewer shares than expected after an RSU vest?
RSU vesting is a taxable event. When your RSUs vest, the company is required to withhold taxes based on the value of the shares on the vest date.
To cover this, a portion of your shares is automatically sold (or withheld) for taxes. What you see in your Schwab brokerage account is the net number of shares remaining after taxes.
How are taxes handled on RSU vesting?
Upstart uses a sell-to-cover methodology:
- Shares are automatically sold to for income tax withholding
- US federal withholding defaults to 22%
- Social Security, Medicare, and individual state and local taxes also apply
- US employees may request an increase (up to 33%) if you want additional federal withholding
Upstart can’t provide tax advice, but Schwab shows transaction details for your records and will provide applicable tax forms.
Can I change my withholding tax rate for equity compensation?
Yes, you are able to adjust your federal tax withholding rate from 22% to 33%. Click here for more information.
That being said, you are unable to adjust your state income tax rate (where applicable).
Do I need to submit my proposed trades for approval or pre-clearance?
For 99% of employees, you do not need to pre-clear your trades.
Only Upstart’s board of directors, Section 16 officers, and Senior Vice Presidents must obtain pre-clearance. If you’re within this group, please click here for more detail.
Can I gift my Upstart shares or donate them?
Yes, during an open trading window, with some important rules:
RSUs and options:
- RSUs must be vested before they can be gifted
- Stock options must be vested and exercised into shares before gifting
ESPP shares:
- May be gifted after the purchase date
Are any types of transactions in Upstart stock prohibited?
Yes. Certain transactions are never allowed, regardless of whether a trading window is open or whether you have MNPI.
You may not:
- Short Upstart stock
- Trade options, puts, calls, swaps, or other derivatives tied to Upstart stock (other than company-issued equity awards)
- Hedge or offset changes in the value of Upstart stock
- Pledge Upstart stock as collateral or borrow against it
- Hold Upstart stock in a margin account
These restrictions are designed to prevent high-risk or speculative activity.
Can I buy an ETF or fund that includes Upstart stock?
Yes—as long as it’s a broad, diversified fund where Upstart represents only a small portion (less than ~5%) of the holdings. Concentrated or Upstart-focused funds are not permitted.
Can I borrow against my Upstart stock?
No. Employees may not pledge Upstart stock as collateral or borrow against it.
Can I adopt a 10b5-1 trading plan?
Currently, 10b5-1 plans are available only to a small group of employees who are frequently exposed to MNPI.
We are working with Charles Schwab on a pilot program to potentially offer broader, employee-friendly 10b5-1 solutions. This program is still in development, and we expect to share updates later in 2026.
Where can I see my equity details?
You can view all of your equity information—including vesting, ESPP activity, and transaction history—directly in your Charles Schwab account. Unvested equity, vested options, and purchased ESPP shares are viewable within your Equity Award Center Account. Vested RSUs are deposited as shares into your Schwab brokerage account. Exercised options are also deposited as shares into your Schwab brokerage account.
When should I expect to receive information about my new hire equity award?
New hire equity grants are approved once per month, with grant dates typically falling on the last day of the month. If your start date is on or before the 20th of the month, your award will generally be included in that month’s grant cycle. If you start after the 20th, your award will typically be included in the following month’s cycle.
How are the number of rsus i'm granted determined?
The Compensation Committee reviews and approves equity grants each month. The dollar value listed in your offer letter or compensation statement is converted into a number of RSUs based on the average closing price of Upstart stock over a specified 30-trading-day period prior to the grant date. The value you see in your Schwab account after the grant will vary from the initial dollar value due to market movement above or below the conversion price.
What if I never received an equity account enrollment email from the stock admin team or Charles Schwab?
If you didn’t receive an email with equity account enrollment instructions, you can still activate your account directly through Charles Schwab by visiting eac.schwab.com and selecting “Open an Account.” You’ll need:
- Company ticker: UPST
- Your Employee ID (available in Workday)
During the enrollment process, you’ll create your Schwab user ID and password, which you’ll use to access your equity and ESPP information. Please note this enrollment is separate from your 401(k) enrollment with Charles Schwab.
What if I already have a Charles Schwab account?
Even if you already have a Schwab account, you’ll still need to complete the initial account opening steps to link your account to your Upstart equity. During the account opening steps, the Schwab system will allow you to log in and link your existing account.
Can I use a brokerage account other than Charles Schwab?
Your equity granted by Upstart in connection with your employment (i.e., RSUs, options, ESPP shares) must be held in your Charles Schwab account.
You may also separately hold or trade Upstart stock not granted by Upstart (i.e., purchased in the open market) in your personal brokerage account, but the Company’s insider trading restrictions still apply to transactions in that personal account, including trading windows and MNPI restrictions. For example, you cannot buy/sell Upstart stock in your personal brokerage account during a trading blackout period.
Can I transfer my vested shares or exercised options to another brokerage account?
Generally, transfers out of Schwab aren’t permitted while you’re employed. Keeping equity at Schwab allows the company to properly track transactions and ensure compliance with trading rules.
Where can I find more information about the ESPP?
The ESPP is such a vast topic that it has its own FAQ here.
Does the Insider Trading Policy still apply after I leave Upstart?
The Policy no longer applies to you once you leave Upstart; however, there are some nuances depending on the circumstances below:
- If you leave the company while in possession of MNPI, you must wait until that information becomes public before trading.
- If you leave the company during a closed trading window, you must wait until the trading window opens before you can transact in Upstart stock.
- If you leave the company during an open trading window (without possession of MNPI), you are not subject to any future Upstart trading blackouts and can begin trading immediately.
What happens to my equity when I leave the company?
This depends on the type of equity and the terms of your individual grant agreements, but generally:
- Vested RSU shares and ESPP purchased shares remain yours
- Vested stock options must be exercised within 90 days of your termination date or they expire (unless your grant agreement says otherwise)
- Pre-IPO option grants may have different post-termination exercise periods, so please check your specific agreement.
- Unvested stock options and RSUs are forfeited
What if I exercised stock options before the IPO or during the lockup period?
Shares from options exercised before the IPO or during the lockup period were held with American Stock Transfer & Trust Company (“AST”), Upstart’s transfer agent.
Once the lockup expired, those shares were automatically transferred to your Charles Schwab account.
Who is American Stock Transfer & Trust Company (AST)?
AST is Upstart’s transfer agent. Transfer agents maintain official ownership records for company stock, including shares held outside of brokerage accounts.
They were used to hold certain shares prior to the IPO and lockup expiration.
Where can I view a copy of Upstart’s equity plan documents?
Click here to review the relevant documents.
EQUITY VESTING UPDATES - FEBRUARY 2026
It feels like this change isn’t fair since not everyone benefits right away. Why are we implementing it this way?
We understand that not everyone will benefit immediately from this update. Because equity awards are governed by the terms of each individual grant agreement, we’re not able to retroactively adjust vesting dates for prior grants. To ensure consistency, legal compliance, and administrative simplicity, the new vesting schedule applies only to awards issued beginning in February 2026.
Over time, as new grants are issued, all employees will transition to the updated vesting schedule. The intent of this change is to provide additional flexibility around trading windows on a go-forward basis while maintaining the integrity of existing grant agreements.
Why can’t vesting dates for previously granted awards be updated to the 15th?
Equity awards are governed by the terms outlined in each individual grant agreement at the time they are issued. Those terms, including the vesting schedule, are legally binding and cannot be modified without a formal amendment process. Changing vesting dates for prior awards would require individual consent and administrative updates for each grant, which adds significant legal, accounting, and operational complexity.
For that reason, the updated vesting schedule applies only to new, go-forward grants issued beginning in February 2026.
My current equity grants vest on the 20th. Does this change apply to me?
If your existing equity grants were issued prior to February 2026, they will continue to vest on the 20th of the applicable month in accordance with their original terms. The updated vesting schedule (the 15th of February, May, August, and November) applies only to new equity awards issued in February 2026 and later.
This means you will not see a change to vesting dates for your current grants. However, any future grants you receive beginning in February 2026 (including annual refresh grants) will follow the new 15th of the month vesting schedule.
Does this change impact blackout periods or trading windows?
The structure and timing of blackout periods are not changing. However, because vesting of new awards will now occur earlier in the month, employees may have additional trading days available before a scheduled blackout period begins, depending on the calendar.
Will the earlier vesting date change when shares are deposited into my Schwab account?
Shares from new grants will generally be deposited shortly after the February 15th, May 15th, August 15th, or November 15th vesting dates, subject to standard processing timelines. Processing timing itself is not expected to materially change.
How does this change affect the timing of tax withholding for RSUs?
For new grants vesting on the 15th, tax withholding will occur on the vesting date (the 15th) rather than the 20th. This may slightly shift the timing of when shares are sold and when taxes are reflected in your pay records or brokerage account.
Q: Who can I contact if I have questions about my individual equity award?
For questions specific to your personal grant (including vesting dates, tax withholding, or your Schwab EAC account), please reach out to Stock-Administration@upstart.com. You can also review your individual vesting schedule and grant details directly in your Charles Schwab Equity Awards Center (EAC) account.
For broader questions about Upstart’s compensation philosophy or overall compensation program, please visit the Compensation at Upstart for detailed information and resources.
Who should I contact if I have more questions?
Reach out to the Stock Administration team at stock-administration@upstart.com.
You can find more information about stock administration here.