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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________to ________

Commission File Number: 001-39797

Upstart Holdings, Inc.

(Exact name of registrant as specified in its charter)

_________________________


Delaware (State or other jurisdiction of incorporation or organization)						46-4332431 (I.R.S. Employer Identification No.)

Upstart Holdings, Inc.

2950 S. Delaware Street, Suite 410

San Mateo, CA 94403

(Address of principal executive offices, including zip code)

(833) 212-2461

(Registrant’s telephone number, including area code)

_________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, par value $0.0001 per share	UPST	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 28, 2026 there were 95,711,569 shares of the registrant’s common stock outstanding.

Upstart Holdings, Inc.

FORM 10-Q

TABLE OF CONTENTS


		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		4

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	7
	Condensed Consolidated Balance Sheets	7
	Condensed Consolidated Statements of Operations and Comprehensive Loss	9
	Condensed Consolidated Statements of Stockholders’ Equity	10
	Condensed Consolidated Statements of Cash Flows	11
	Notes to the Condensed Consolidated Financial Statements	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	58
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	75
Item 4.	Controls and Procedures	78

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	79
Item 1A.	Risk Factors	80
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	111
Item 3.	Defaults Upon Senior Securities	111
Item 4.	Mine Safety Disclosures	111
Item 5.	Other Information	112
Item 6.	Exhibits	113
Signatures		114

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “seek,” “could,” “would,” “intend,” “target,” “aim,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding our revenue, operating expenses, and our ability to determine reserves and achieve and sustain profitability;

•our ability to improve the effectiveness and predictiveness of our AI models and our expectations that improvements in our AI models can lead to higher approval rates and lower interest rates;

•our ability to increase the volume of loans facilitated through our AI lending marketplace;

•our ability to successfully maintain a diversified and resilient loan funding strategy, including lending partnerships, whole loan sales, committed capital and other co-investment arrangements, warehouse credit and risk retention financing facilities, and securitization transactions;

•our expectations regarding the accuracy of, reliability of, and our accessibility to, loan applicant and borrower data and other third-party data;

•our capital allocation plans, including expectations regarding funding loans through our balance sheet and allocations of cash and timing for any share repurchases and other investments;

•our ability to maintain competitive interest rates offered to borrowers on our platform, while enabling our lending partners and institutional investors to achieve an adequate return over their cost of funding;

•our ability to successfully maintain, protect, and promote our brand and protect our reputation from negative publicity;

•our ability to increase the effectiveness of our marketing strategies, including our direct consumer marketing initiatives;

•our expectations regarding macroeconomic events, including inflation and related changes in interest rates and monetary policy;

•our expectations regarding the credit performance of Upstart-powered loans;

•our expectations regarding our application for a national bank charter, including its outcome, potential benefits, and potential delays or conditions;

•the impact of disruption in the banking industry, and any associated effects on our business and industry;

•our expectations and management of future growth, including expanding the number of potential borrowers;

•our ability to successfully adjust our proprietary AI models, products, and services, and provide up-to-date information to our lending partners, in a timely manner in response to changing macroeconomic conditions and fluctuations in the credit market;

•our compliance with applicable local, state, and federal laws;

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•our ability to comply with and successfully adapt to complex and evolving regulatory environments, including regulation of artificial intelligence and machine learning technology;

•our expectations regarding regulatory support of our approach to AI-based lending;

•our expectations regarding the success of our strategic investments and acquisitions, including the integration of acquired operations, products, technology, internal controls, and personnel;

•our expectations regarding new and evolving markets and our ability to enter into new markets and introduce new products and services;

•our expectations concerning relationships with third parties;

•our ability to protect against increasingly sophisticated fraudulent borrowing and online theft;

•our ability to service our loans and pursue collection of delinquent and defaulted loans;

•our ability to successfully compete with companies that are currently in, or may in the future enter, the markets in which we operate;

•our ability to effectively secure and maintain the confidentiality of the information received, accessed, stored, provided, and used across our systems;

•our ability to successfully obtain and maintain corporate funding and liquidity to support continued growth and for general corporate purposes, which includes our ability to manage existing and future indebtedness;

•our ability to attract, integrate, and retain qualified employees;

•our estimates, judgments, and expectations regarding key operating metrics, disclosure controls, and internal control over financial reporting and operations;

•our ability to effectively manage and expand the capabilities of our operations teams, outsourcing relationships, and other business operations;

•our ability to manage security incidents and maintain our technology systems;

•our ability to maintain, protect, and enhance our intellectual property; and

•our expectations regarding outstanding litigation and regulatory investigations.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this report.

Forward-looking statements should not be relied upon as predictions of future events. We have based the forward-looking statements contained in this report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the section titled “Risk Factors” and elsewhere in this report. Readers are urged to carefully review and consider the various disclosures made in this report and in other documents we file from time to time with the Securities and Exchange Commission (the “SEC”) that disclose risks and uncertainties that may affect our business. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

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Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this report to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as required by law. Undue reliance should not be placed on our forward-looking statements as we may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

Each of the terms the “Company,” “we,” “our,” “us,” and similar terms used herein refer collectively to Upstart Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries, unless otherwise stated.

AVAILABLE INFORMATION

Our website is located at www.upstart.com and our investor relations website at ir.upstart.com. Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available free of charge on our investor relations website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The SEC also maintains a website that contains our SEC filings at www.sec.gov. The content of our websites and information that can be accessed through our websites is not incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

We announce material information to the public about us, our products and services and other matters through a variety of means, including SEC filings, press releases, public conference calls, webcasts, the investor relations (ir.upstart.com) and newsroom (upstart.com/news) sections of our website, our X (formerly known as Twitter) account @Upstart, and Paul Gu’s X account @paulxgu, in order to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Upstart Holdings, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)


	December 31,		March 31,
	2025		2026
Assets
Cash and cash equivalents	$	652,388	$	472,934
Restricted cash	404,624		458,400
Loans (at fair value)(1)	984,552		1,014,089

Property, equipment, and software, net	44,174		48,002
Operating lease right of use assets	16,410		13,605
Beneficial interest assets (at fair value)	396,216		474,796
Line of credit receivable (at fair value)	112,742		111,916
Notes receivable and residual certificates (at fair value)	97,416		105,066
Non-marketable equity securities	41,250		41,250
Goodwill	67,062		67,062

Other assets (includes $41,166 and $45,546 at fair value as of December 31, 2025 and March 31, 2026, respectively)	157,971		154,561
Total assets(2)	$	2,974,805	$	2,961,681
Liabilities and Stockholders’ Equity
Liabilities:

Payable to investors	$	107,659	$	125,523
Borrowings	1,829,145		1,921,665

Payable to securitization note holders (at fair value)	46,542		39,188
Accrued expenses and other liabilities (includes $15,219 and $15,861 at fair value as of December 31, 2025 and March 31, 2026, respectively)	171,495		124,591
Operating lease liabilities	21,149		17,548
Total liabilities(2)	2,175,990		2,228,515
Commitments and Contingencies (Note 11)

Stockholders’ equity:
Common stock, $0.0001 par value; 700,000,000 shares authorized; 98,033,361 and 95,708,872 shares issued and outstanding as of December 31, 2025 and March 31, 2026, respectively	10		10
Additional paid-in capital	1,156,361		1,097,358
Accumulated deficit	(357,556)		(364,202)


Total stockholders’ equity	798,815		733,166
Total liabilities and stockholders’ equity	$	2,974,805	$	2,961,681

____________

(1)Includes $53.8 million and $44.9 million of loans, at fair value, contributed as collateral for the consolidated securitization as of December 31, 2025 and March 31, 2026, respectively. Refer to “Note 5. Fair Value Measurement” for details.

(2)The following table presents information on assets and liabilities related to variable interest entities (“VIEs”) that are consolidated by Upstart Holdings, Inc. at December 31, 2025 and March 31, 2026, respectively. The liabilities of each VIE can only be settled using the assets of the corresponding VIE and creditors of these entities do not have recourse to the general credit of Upstart Holdings, Inc. The assets and liabilities in the table below exclude intercompany balances that eliminate in consolidation.

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Upstart Holdings, Inc.

Condensed Consolidated Balance Sheets (Continued)

(In thousands, except share and per share data)

(Unaudited)


	December 31,		March 31,
	2025		2026
Assets
Cash and cash equivalents	$	1,183	$	1,636
Restricted cash	89,088		81,603
Loans (at fair value)	819,344		823,005


Other assets (includes $225 and $109 at fair value as of December 31, 2025 and March 31, 2026, respectively)	6,340		6,298
Total assets	$	915,955	$	912,542

Liabilities

Payable to investors	$	154	$	154
Borrowings	97,333		183,307

Payable to securitization note holders (at fair value)	46,542		39,188
Accrued expenses and other liabilities	23,415		3,995
Total liabilities	167,444		226,644
Total net assets	$	748,511	$	685,898

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Upstart Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended March 31,
		2025		2026
Revenue:
Revenue from fees, net		$	185,475	$	277,063
Interest income, interest expense, and fair value adjustments, net:
Interest income(1)(2)		40,568		56,061
Interest expense(1)(2)		(7,020)		(10,370)

Fair value and other adjustments, net(1)		(5,652)		(14,540)
Total interest income, interest expense, and fair value adjustments, net		27,896		31,151
Total revenue		213,371		308,214
Operating expenses:
Sales and marketing		58,970		104,455
Customer operations		40,501		55,095
Engineering and product development		57,838		80,112
General, administrative, and other		60,558		76,070
Total operating expenses		217,867		315,732
Loss from operations		(4,496)		(7,518)
Other income, net		2,078		956

Net loss before income taxes		(2,418)		(6,562)
Provision for income taxes		29		84
Net loss		$	(2,447)	$	(6,646)



Net loss per share, basic		$	(0.03)	$	(0.07)
Net loss per share, diluted		$	(0.03)	$	(0.07)
Weighted-average number of shares outstanding used in computing net loss per share, basic		94,274,538		96,901,974
Weighted-average number of shares outstanding used in computing net loss per share, diluted		94,274,538		96,901,974

____________

(1)Balances for the three months ended March 31, 2025 and 2026 include amounts related to the consolidated securitization. Refer to “Note 2. Revenue” for details.

(2)For the three months ended March 31, 2026, interest income and interest expense include dividend income earned on certain cash accounts and expense on convertible senior notes, respectively, which were previously included in other income, net. Refer to “Note 1. Description of Business and Significant Accounting Policies” for details.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Upstart Holdings, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share and per share data)

(Unaudited)


		Three Months Ended March 31, 2025
	Common Stock		Additional Paid-in Capital			Accumulated Deficit				Total Stockholders’ Equity
		Shares			Amount
Balance as of December 31, 2024		93,469,721	$	9		$	1,044,366	$	(411,157)		$	633,218
Issuance of common stock upon exercise of stock options		661,617	1			8,208		—			8,209
Issuance of common stock upon settlement of restricted stock units		789,454	—			—		—			—
Shares withheld related to net share settlement of restricted stock units		(63)	—			(5)		—			(5)
Stock-based compensation expense		—	—			32,975		—			32,975
Issuance of common stock under employee stock purchase plan		150,853	—			4,692		—			4,692
Net loss		—	—			—		(2,447)			(2,447)
Balance as of March 31, 2025		95,071,582	$	10		$	1,090,236	$	(413,604)		$	676,642


		Three Months Ended March 31, 2026
	Common Stock		Additional Paid-in Capital			Accumulated Deficit		Total Stockholders’ Equity
		Shares			Amount
Balance as of December 31, 2025		98,033,361	$	10		$	1,156,361	$	(357,556)	$	798,815
Issuance of common stock upon exercise of stock options		88,685	—			627		—		627
Issuance of common stock upon settlement of restricted stock units		602,742	—			—		—		—

Stock-based compensation expense		—	—			36,530		—		36,530
Issuance of common stock under employee stock purchase plan		177,378	—			4,626		—		4,626
Repurchases of stock		(3,193,294)	—			(100,786)		—		(100,786)
Net loss		—	—			—		(6,646)		(6,646)
Balance as of March 31, 2026		95,708,872	$	10		$	1,097,358	$	(364,202)	$	733,166

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Upstart Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2025		2026
Cash flows from operating activities
Net loss	$	(2,447)	$	(6,646)
Adjustments to reconcile net loss to net cash used in operating activities
Change in fair value of loans	7,062		(62,225)
Change in fair value of servicing assets	4,090		5,583
Change in fair value of servicing liabilities	(285)		(342)
Change in fair value of beneficial interest assets	(17,600)		(10,213)
Change in fair value of beneficial interest liabilities	(65)		(2,921)

Change in fair value of other financial instruments	(33)		(894)
Stock-based compensation	29,831		34,811
Gain on loan servicing rights, net	(4,945)		(7,474)

Depreciation and amortization	6,400		5,858

Loan premium amortization	(8,352)		(11,963)
Non-cash interest expense and other	1,325		3,713
Net changes in operating assets and liabilities:


Purchases of loans held-for-sale	(1,345,253)		(2,459,444)
Proceeds from sale of loans held-for-sale	1,316,696		2,371,308
Principal payments received for loans held-for-sale	38,252		41,658
Principal payments received for loans held by consolidated securitization	10,280		8,031
Settlements of beneficial interest liabilities, net	(5,992)		1,081
Proceeds from beneficial interest assets (derivatives)	731		3,154
Settlements of beneficial interest assets (derivatives)	(485)		(1,500)
Other assets	6,437		4,374
Operating lease liability and right-of-use asset	(306)		(796)


Accrued expenses and other liabilities	(48,827)		(48,450)
Net cash used in operating activities	(13,486)		(133,297)

Cash flows from investing activities

Purchases and originations of loans held-for-investment	(149,916)		(438,365)
Proceeds from sale of loans held-for-investment	1,647		313,068
Principal payments received for loans held-for-investment	57,417		76,443
Principal payments received for notes receivable and repayments of residual certificates	2,685		11,743
Acquisition and settlements of beneficial interest assets (hybrid instruments)	(617)		(1,734)
Proceeds from beneficial interest assets (hybrid instruments)	16,374		45,344


Repayments of line of credit receivable	—		1,369
Purchases of property and equipment	—		(2,750)
Capitalized software costs	(6,159)		(4,242)







Net cash provided by (used in) investing activities	(78,569)		876

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Upstart Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (Continued)

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2025		2026
Cash flows from financing activities

Proceeds from borrowings	53,655		123,524

Payment of debt issuance costs to third parties	(443)		—
Repayments of borrowings	(122,285)		(32,626)



Principal payments made on securitization notes	(11,444)		(7,215)
Payable to investors	22,941		17,864







Net proceeds related to stock-based award activities	12,896		5,253



Repurchases of stock	—		(100,057)
Net cash provided by (used in) financing activities	(44,680)		6,743
Change in cash, cash equivalents and restricted cash	(136,735)		(125,678)
Cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period	976,263		1,057,012
Cash, cash equivalents and restricted cash at end of period	$	839,528	$	931,334

Supplemental disclosures of cash flow information
Cash paid for interest	$	7,378	$	3,493
Cash paid for income taxes, net	96		79




Supplemental disclosures of non-cash investing and financing activities
Beneficial interests obtained in connection with loan sales	$	38,133	$	113,631
Securities retained under unconsolidated securitization transactions	—		18,806
Capitalized stock-based compensation expense	3,144		1,719
Issuance of line of credit receivable	24,856		539

The following presents cash, cash equivalents and restricted cash by category within the unaudited condensed consolidated balance sheets:


	December 31,		March 31,
	2025		2026
Cash and cash equivalents	$	652,388	$	472,934
Restricted cash	404,624		458,400
Total cash, cash equivalents and restricted cash	$	1,057,012	$	931,334

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

1. Description of Business and Significant Accounting Policies

Description of Business

Upstart Holdings, Inc. and its subsidiaries (together “Upstart”, the “Company”, “management”, “we”, or “our”) apply artificial intelligence (“AI”) models and cloud applications to the process of underwriting consumer credit to more accurately quantify the true risk of a loan. The Company helps originate credit by providing lending partners and auto dealers with access to a proprietary, cloud-based, AI lending marketplace and connects consumers with diverse sources of capital. The Company currently operates in the United States and is headquartered in San Mateo, California. The Company’s fiscal year ends on December 31.

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements included in our Annual Report on Form 10-K. Certain prior period amounts have been reclassified where appropriate to conform to the current period presentation of such amounts. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive loss and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated of any future annual or interim periods.

Certain information and disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to rules and regulations of the SEC. Accordingly, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Reclassifications

During the first quarter of 2026, the Company elected to change its presentation of the notes receivable and residual certificates retained from unconsolidated securitization transactions. The notes receivable and residual certificates, previously presented within other assets, were reclassified to be separately presented on the condensed consolidated balance sheets. Comparative amounts have been reclassified to conform to the current period presentation.

During the first quarter of 2026, the Company revised its presentation of (i) interest expense and amortization of debt issuance costs related to its convertible senior notes and (ii) dividend income earned on certain cash accounts based on management’s updated assessment of the economics of capital deployed in support of the Company’s operations, including the related income and costs. In prior periods, these amounts were presented in other income, net.

As a result of this change:

•Expense on convertible notes previously included in other income, net are now presented within interest expense in total interest income, interest expense, and fair value adjustments, net in the condensed consolidated statements of operations and comprehensive loss.

•Dividend income earned on certain cash accounts previously included in other income, net is now presented within interest income in total interest income, interest expense, and fair value adjustments, net in the condensed consolidated statements of operations and comprehensive loss.

This change did not impact the Company’s net loss, comprehensive loss, or cash flows for any period. Comparative amounts have not been reclassified to conform to the current-period presentation.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

Significant estimates and assumptions made in the accompanying condensed consolidated financial statements, which management believes are critical in understanding and evaluating the Company’s reported financial results include: (i) fair value determinations; (ii) stock-based compensation; (iii) consolidation of VIEs; and (iv) the evaluation for impairment of goodwill. The Company bases its estimates on various factors it believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.

Recently Adopted Accounting Pronouncements

On January 1, 2026, the Company adopted Accounting Standards Update (“ASU”) 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The new guidance clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The new standard is applied prospectively to future settlements of convertible debt and did not have an impact on the Company’s condensed consolidated financial statements or related disclosures.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03 and subsequently ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require disaggregated disclosures in the notes to the financial statements for certain expenses such as employee compensation, depreciation, and intangible asset amortization, which are commonly presented in aggregate. This ASU is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact of these amendments to its condensed consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update remove references to software development project stages and introduce a “probable-to-complete” threshold to determine when software development costs should be capitalized. This ASU is effective for annual reporting periods beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact of these amendments to its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments in this update clarify the existing interim requirements including introducing a disclosure principle that entities should disclose material events since the end of the last annual reporting period. The amendments do not expand or reduce the current interim disclosure requirements. This ASU is effective for interim periods within annual reporting periods beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact of these amendments on its condensed consolidated financial statements and related disclosures.

2. Revenue

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Revenue from Fees, Net

The Company disaggregates revenue from fees by type of service for the periods presented as follows:


	Three Months Ended March 31,
		2025		2026
Revenue from fees, net:
Platform and referral fees, net		$	150,975	$	224,618
Servicing and other fees, net		34,500		52,445

Total revenue from fees, net		$	185,475	$	277,063

Platform and Referral Fees, Net

Platform and referral fees, net consists of (i) platform and referral fees received from lending partners, (ii) subscription fees received from auto dealerships, and (iii) origination fees received from borrowers on home equity lines of credit (“HELOCs”), as described below.

Platform and referral fees. The Company enters into contracts with its lending partner customers, to provide access to a cloud-based AI lending marketplace developed by the Company (the “Upstart platform”) to enable lending partners to originate unsecured personal and secured auto refinance loans. The Upstart platform includes a cloud-based application (through Upstart.com) for submitting loan applications, verifying information provided within submitted applications, risk underwriting (through a series of proprietary technology solutions), delivery of electronic loan offers, and if the offer is accepted by the borrower, electronic loan documentation signed by the borrower. Lending partners can specify certain parameters of loans they are willing to originate. Under these contracts, lending partners can choose to use Upstart’s referral services, which allow them to access new borrowers through Upstart’s marketing channels.

After origination, Upstart-powered loans are either retained by lending partners, purchased by the Company for immediate resale to institutional investors under loan sale agreements, or purchased and held by the Company. For loans not retained by the lending partners, the Company pays the lending partners a one-time loan premium fee upon completion of the minimum contractual holding period and a monthly loan trailing fee based on the amount and timing of principal and interest payments made by the borrowers of the underlying loans. Both the loan premium fees and loan trailing fees are consideration payable to customers, which are our lending partners, and are recorded as a reduction to platform and referral fees, net, which is part of revenue from fees, net, in the condensed consolidated statements of operations and comprehensive loss. The Company recognized an immaterial amount of loan premium fees and loan trailing fees as contra-revenue within platform and referral fees, net during the three months ended March 31, 2025 and 2026.

As of December 31, 2025 and March 31, 2026, the Company recognized $5.8 million and $6.0 million of loan trailing fee liability, respectively, which is recorded at fair value and included within accrued expenses and other liabilities on the Company’s condensed consolidated balance sheets. Refer to “Note 5. Fair Value Measurement” for additional information on changes in fair value associated with trailing fee liabilities.

The Company’s arrangements for platform and referral services typically consist of an obligation to provide one or both of these services to customers, on a when and if needed basis (a stand-ready obligation), and revenue is recognized as such services are performed. Additionally, the services have the same pattern and period of transfer, and when provided individually or together, are accounted for as a single combined performance obligation representing a series of distinct services.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Platform and referral services are typically provided under a fixed or variable price per unit based on a percentage of the value of loans originated each period with certain lending partners subject to minimum fees; however, pricing for these services may also be based on usage fees, calculated as a percentage of each loan originated. The nature of the Company’s promise is to stand-ready and provide continuous access to and process transactions through the platform. Platform and referral fees represent variable consideration as loan origination volume is not known at contract inception. These fees are determined each time a loan is originated. Fees for platform and referral services are generally billed and paid on a monthly basis, or settled on a daily basis. As such, the Company’s contracts with customers do not include a significant financing component.

Subscription fees. The Company enters into subscription agreements with auto dealerships to access Upstart Auto Finance software, a cloud-based solution that facilitates dealership operations and enables them to provide consumers with access to Upstart-powered auto loans. Subscription agreements generally have a contractual term of one to six months with evergreen monthly renewals. The Company bills these customers on a monthly basis. Subscription fees are recognized over the contract term as the performance obligation is satisfied, and is included within platform and referral fees, net in the condensed consolidated statements of operations and comprehensive loss. Subscription fees were immaterial for the three months ended March 31, 2025 and 2026.

Origination fees. Origination fees are earned from borrowers on HELOCs originated by the Company. Origination fees were not material for the three months ended March 31, 2025 and 2026.

The Company had $25.8 million and $25.6 million of accounts receivable, excluding those that are settled on a daily basis, that are included in other assets on the condensed consolidated balance sheets related to contracts with customers as of December 31, 2025 and March 31, 2026, respectively. The standard payment terms on accounts receivable are 30 days. The Company’s allowance for bad debt and bad debt expense were immaterial for the periods presented.

The Company capitalizes incremental costs of obtaining a contract with a customer, which are certain sales commissions paid to employees in connection with the acquisition of lending partners. Capitalized costs are amortized over the expected period of benefit, which we have determined, based on an analysis, to be three years. The Company applies the practical expedient to expense costs to obtain contracts with customers if the amortization period is one year or less. As of both December 31, 2025 and March 31, 2026, the Company had an immaterial amount of contract costs capitalized within other assets on the condensed consolidated balance sheets. During the three months ended March 31, 2025 and 2026, the Company amortized immaterial amounts of capitalized contracts costs to sales and marketing in the condensed consolidated statements of operations and comprehensive loss.

Customers accounting for greater than 10% of total revenue were as follows:


	Three Months Ended March 31,
		2025	2026
Customer A		27%	27%
Customer B		21%	18%

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Customers accounting for greater than 10% of accounts receivable were as follows:

December 31, 2025

March 31, 2026

Customer C

16%

15%

Customer D

16%

__________

* Less than 10%

Servicing and Other Fees, Net

The Company also enters into contracts with lending partners and institutional investors, including securitization trusts and pass-through entities to provide loan servicing for the life of Upstart-powered loans. These services commence upon origination of these loans by lending partners and include collection, processing and reconciliations of payments received, institutional investor reporting and borrower customer support as well as distribution of funds to the holders of the loans. The Company charges the loan holder a monthly servicing fee calculated based on a predetermined percentage of the outstanding principal balance. Servicing fees also include certain ancillary fees charged on a per transaction basis for processing late payments and payments declined due to insufficient funds. Servicing fees are recognized in the period the services are provided.

The Company charges lending partners and institutional investors for collection agency fees related to their outstanding loan portfolio. The Company either performs borrower collection activities in-house, or outsources to third-party collection agencies, including for loans that are charged off. The Company has discretion in hiring the collection agencies and determining the scope of their work. As the principal in the arrangement, the Company recognizes gross revenue from collection agency fees in the period that the services are provided. Upstart also receives certain ancillary borrower fees inclusive of late payment fees and ACH fail fees. The total fees charged by collection agencies are recognized in the period incurred and reported as part of customer operations expenses.

Servicing and other fees, net also includes gains and losses on assets and liabilities recognized under loan servicing arrangements for loans retained by lending partners or loans sold to institutional investors. Such gains or losses are recognized based on whether the benefits of servicing are expected to be more or less than adequate compensation for servicing obligations performed by the Company. Servicing fees also include changes in fair value of loan servicing assets and liabilities. Refer to “Note 5. Fair Value Measurement” for additional information on changes in fair value associated with servicing assets and liabilities.

The following table presents the components of servicing and other fees, net as part of revenue from fees, net in the Company’s condensed consolidated statements of operations and comprehensive loss:


	Three Months Ended March 31,
		2025		2026
Servicing fees		$	22,812	$	32,333
Borrower fees		6,660		10,093
Collection agency fees		3,792		3,912
Other fees		97		3,874
Net gain on servicing rights and fair value adjustments		1,139		2,233
Total servicing and other fees, net		$	34,500	$	52,445

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Interest Income, Interest Expense, and Fair Value Adjustments, Net

Interest income, interest expense, and fair value adjustments, net is comprised of interest income, interest expense and net changes in the fair value of financial instruments held in the Company’s normal course of business at fair value, including loans, derivatives, beneficial interests, notes receivable and residual certificates, trailing fee liabilities, payable to securitization note holders, and line of credit receivable. For the three months ended March 31, 2026, interest income, interest expense, and fair value adjustments, net also includes coupon interest expense and amortization of debt issuance costs related to the Company’s convertible senior notes and dividend income earned on certain cash accounts, which were previously included in other income, net. Refer to “Note 1. Description of Business and Significant Accounting Policies” for additional information.

The following table presents components of the interest income, interest expense, and fair value adjustments, net presented in the Company’s condensed consolidated statements of operations and comprehensive loss:


	Three Months Ended March 31,
		2025		2026

Interest income(1)		$	40,568	$	56,061
Interest expense(1)		(7,020)		(10,370)

Fair value and other adjustments, net:
Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net(1)		(21,326)		(18,187)
Fair value adjustments and realized gains on beneficial interests, net		17,665		13,134
Realized loss on sale of loans, net		(1,991)		(9,487)
Total fair value and other adjustments, net		(5,652)		(14,540)

Total interest income, interest expense, and fair value adjustments, net		$	27,896	$	31,151

__________

(1) Includes interest income, interest expense and unrealized loss on loans, loan charge-offs, and other fair value adjustments, net related to the consolidated securitization as follows:


	Three Months Ended March 31,
		2025		2026
Interest income, interest expense, and fair value adjustments, net related to consolidated securitization:
Interest income		$	5,112	$	2,668
Interest expense		(1,849)		(1,158)

Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net		(3,780)		(736)



Total interest income, interest expense, and fair value adjustments, net		$	(517)	$	774

Interest Income

Interest income is recognized based on the terms of the underlying agreements with borrowers for loans and line of credit receivable held on the Company’s condensed consolidated balance sheets and is earned over the life of a loan or a line of credit receivable.

Interest income includes accrued interest earned on outstanding loans and line of credit receivable but not collected. Generally, HELOCs that have reached a delinquency over 180 days and all other loans and line of credit

Table of Contents

Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

receivable that have reached a delinquency over 120 days are charged off and do not accrue interest. The Company does not record an allowance for credit losses on accrued interest receivable. As of December 31, 2025 and March 31, 2026, the Company has recorded $10.2 million and $10.7 million, respectively of accrued interest income in loans on the condensed consolidated balance sheets. Accrued interest income on the line of credit receivable was immaterial as of both December 31, 2025 and March 31, 2026. For the three months ended March 31, 2026, interest income included $4.8 million of dividend income earned on certain cash accounts.

Interest Expense

Interest expense is primarily related to interest recorded on the Company’s borrowings on warehouse credit facilities and interest expense related to the consolidated securitization. Interest expense includes accrued interest incurred but not paid. Interest expense also includes changes in fair value of the interest rate caps. Accrued interest expenses for the warehouses were immaterial as of both December 31, 2025 and March 31, 2026. For the three months ended March 31, 2026, interest expense included $5.1 million of coupon interest expense and amortization of debt issuance costs related to the Company’s convertible senior notes.

Fair Value and Other Adjustments, Net

Fair value and other adjustments, net include changes in fair value of financial instruments, other than loan servicing assets and liabilities and interest rate caps. These adjustments are recorded in the Company’s condensed consolidated statements of operations and comprehensive loss and include both realized and unrealized changes to the value of related assets and liabilities. Refer to “Note 5. Fair Value Measurement” for additional information.

Fair value and other adjustments, net also includes amounts received from borrowers for previously charged-off loans held on the Company’s condensed consolidated balance sheets. These amounts are recognized in the period when amounts are received. Amounts received from borrowers for previously charged-off loans were immaterial for the three months ended March 31, 2025 and 2026.

3. Variable Interest Entities

Consolidated VIEs

The Company consolidates variable interest entities (“VIEs”) in which the Company has a variable interest and is determined to be the primary beneficiary. This determination is based on whether the Company has a variable interest (or combination of variable interests) that provides the Company with both (a) the power to direct the activities that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or right to receive benefits that could be potentially significant to the VIE. The Company continually reassesses whether it is the primary beneficiary of a VIE throughout the entire period the Company is involved with the VIE.

The Company also determines whether decision-maker or service-provider fees are variable interests. Decision-maker or service-provider fees are not considered variable interests when the arrangement does not expose the Company to risks of loss that a potential VIE was designed to pass on to its variable interest holders, the fees are commensurate, the arrangement is at market, and the Company does not have any other interests (including direct interests and certain indirect interests held through related parties) that absorb more than an insignificant amount of a VIE’s potential variability. This determination can have a significant impact on the Company’s consolidation analysis, as it could affect whether a legal entity is a VIE and whether the Company is the primary beneficiary of a VIE. When the Company’s decision-maker or service-provider fee is not a variable interest, the Company is viewed as acting as a fiduciary for the potential VIE.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

The following tables present a summary of financial assets and liabilities from the Company’s involvement with consolidated VIEs:


	December 31, 2025
	Assets		Liabilities		Net Assets
Consolidated securitization	$	58,275	$	46,542	$	11,733
Consolidated warehouse entities	167,158		101,791		65,367

Other consolidated VIEs	690,522		19,111		671,411
Total consolidated VIEs	$	915,955	$	167,444	$	748,511


	March 31, 2026
	Assets		Liabilities		Net Assets
Consolidated securitization	$	49,368	$	39,188	$	10,180
Consolidated warehouse entities	311,825		184,174		127,651

Other consolidated VIEs	551,349		3,282		548,067
Total consolidated VIEs	$	912,542	$	226,644	$	685,898

Consolidated Securitization

On July 6, 2023, the Company completed a private securitization securities offering (“UPST 2023-2”). As the retaining sponsor, the Company retained 5% vertical interests in the form of securitization notes and residual certificates. The Company also retained the remainder of the residual certificates issued as part of the transaction. The Company determined it was the primary beneficiary and consolidated the entities associated with UPST 2023-2.

The loans held in the consolidated securitization trust are classified as held-for-sale and included in loans, at fair value, and the notes sold to third-party investors are recorded at fair value as payable to securitization note holders on the condensed consolidated balance sheets. Refer to “Note 5. Fair Value Measurement” for additional information on determination of fair value of these assets and liabilities. The value of the residual certificates issued as part of the securitization and retained by the Company was eliminated as part of the consolidation.

Warehouse Entities

The Company established various entities deemed to be VIEs to enter into warehouse credit facilities for the purpose of purchasing Upstart-powered loans. Refer to “Note 8. Borrowings” for additional information. These entities are Delaware statutory trusts that are structured to be bankruptcy-remote, with third-party banks operating as trustees.

Other Consolidated VIEs

The Company has formed a number of VIEs for the purpose of holding Upstart-powered loans that are not pledged or eligible to be pledged to the Company’s warehouse credit facilities. In addition, the Company has formed consolidated VIEs for the purpose of holding restricted cash or loans as collateral in connection with committed capital and other co-investment arrangements.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Unconsolidated VIEs

The Company’s transactions with unconsolidated VIEs include securitizations and sales of whole loans to VIEs, including loan sales under its committed capital and other co-investment arrangements. Refer to “Note 4. Beneficial Interests” for additional information on unconsolidated VIEs related to committed capital and other co-investment arrangements.

Securitizations

While the Company continues to be involved with the unconsolidated VIEs in its role as the sponsor and the servicer of securitization transactions, the Company has determined that it is not the primary beneficiary of these entities. The Company’s unconsolidated VIEs include entities established as the issuers and grantor trusts for various securitization transactions.

In cases where the VIEs are not consolidated and the transfer of the loans from the Company to the securitization trust meets sale accounting criteria, the Company recognizes a gain or loss on sales of loans. The net proceeds of the sale represent the fair value of any assets obtained or liabilities incurred as part of the transaction. The assets are transferred into a trust such that the assets are legally isolated from the creditors of the Company and are not available to satisfy obligations of the Company. These assets can only be used to settle obligations of the underlying securitization trusts.

During the three months ended March 31, 2026, the Company exercised clean up calls related to a number of historical unconsolidated securitizations and subsequently liquidated the associated entities. As part of the clean up calls, the Company, as servicer, repurchased the remaining collateral and received the cash reserve amounts held by the related entities. The clean up calls had no material impact on the condensed consolidated financial statements of the Company.

The following tables summarize the aggregate value of assets and liabilities of unconsolidated VIEs associated with securitizations in which the Company holds a variable interest but is not the primary beneficiary:


	December 31, 2025
	Assets(1)		Liabilities		Net Assets		Maximum Exposure to Losses
Securitizations	$	2,016,813	$	1,426,987	$	589,826	$	101,670

_________

(1) Represents cash and the unpaid principal balance of loans held by the unconsolidated VIEs.


	March 31, 2026
	Assets(1)		Liabilities		Net Assets		Maximum Exposure to Losses
Securitizations	$	2,157,588	$	1,516,388	$	641,200	$	105,918

_________

(1) Represents cash and the unpaid principal balance of loans held by the unconsolidated VIEs.

The Company’s maximum exposure to loss from its involvement with unconsolidated VIEs represents the value of securities retained and cash deposits made under the risk retention requirements for the related securitizations and estimates the loss that would be incurred under severe, hypothetical circumstances, for which the Company believes the possibility is remote. The carrying value of assets that relate to variable interests in unconsolidated VIEs consists of $97.4 million and $105.1 million of securitization notes and residual certificates that are carried at fair value and included in notes receivable and residual certificates (at fair value) on the condensed

Table of Contents

Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

consolidated balance sheets as of December 31, 2025 and March 31, 2026, respectively. The Company also had an immaterial amount of cash deposits held as reserve accounts for related securitizations, included in other assets on the condensed consolidated balance sheets as of both December 31, 2025 and March 31, 2026.

For securitization transactions where the Company is not the risk retaining sponsor, and servicing is the only form of continuing involvement, the Company would only experience a loss if it were required to repurchase a loan due to a breach in representations and warranties and is not able to collect all repayments, refer to “Note 11. Commitments and Contingencies” for further information.

The investors and the securitization trusts have no direct recourse to the Company’s assets, and holders of the securities issued by the securitization trusts can look only to the assets of the securitization trusts that issued their securities for payment. The interests held by the Company and its affiliates are subject principally to the credit and prepayment risk stemming from the underlying unsecured personal whole loans.

4. Beneficial Interests

Beneficial interests are associated with committed capital and other co-investment arrangements with third-parties, in which the Company puts certain amounts of assets at risk. The risk is subject to a dollar cap, which represents the Company’s maximum exposure to losses in each particular arrangement.

In certain arrangements, the Company is obligated to make payments to these third-parties or is entitled to receive payments from them if credit performance of the loans deviates from initial expectations. These arrangements meet the definition of derivatives under ASC 815 and produce an asset or a liability depending on the credit performance of the underlying loan portfolio as of the reporting date, which are settled periodically in cash based on contractual terms. Under other arrangements, the Company makes an initial investment and is entitled to a portion of cash flows from repayments received over time on the underlying loan portfolios. These cash flows vary depending on the demonstrated credit performance relative to our expectations. These arrangements are debt-like financial instruments with embedded derivatives related to the variability of demonstrated credit performance of underlying loan portfolios against initial expectations. The Company accounts for these derivatives and hybrid instruments at fair value under ASC 815 and ASC 825, respectively. Refer to “Note 5. Fair Value Measurement” for additional information.

Beneficial interests represent the value of the future cash flows based on expected performance, discounted to the present value. The following table presents the aggregate outstanding principal balance of the underlying loan portfolios as well as the fair value of beneficial interest assets, by type, which collectively are presented as a separate caption on the condensed consolidated balance sheets, and beneficial interest liabilities, which are presented in accrued expenses and other liabilities on the condensed consolidated balance sheets.


	December 31, 2025				March 31, 2026
	Outstanding Principal Balance		Fair Value		Outstanding Principal Balance		Fair Value

Beneficial interest assets (hybrid instruments)	$	4,530,737	$	372,402	$	5,204,737	$	438,009
Beneficial interest assets (derivatives)	2,559,210		23,814		3,672,607		36,787
Total beneficial interest assets	$	7,089,947	$	396,216	$	8,877,344	$	474,796

Beneficial interest liabilities (derivatives)	$	2,325,305	$	5,075	$	1,627,194	$	3,235

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

The Company recognizes beneficial interests at fair value with changes reported as part of the fair value and other adjustments on the condensed consolidated statements of operations and comprehensive loss. The table below presents net gains recognized on beneficial interests:


	Three Months Ended March 31,
		2025		2026
Fair value adjustments and realized gains on beneficial interests, net		$	17,665	$	13,134

The Company’s beneficial interests are associated with entities that meet the definition of a VIE or are evaluated under the voting interest model. The Company has variable interests in certain entities established in relation to its committed capital and co-investment arrangements, including purchaser trusts, which are unconsolidated VIEs. While the Company holds variable interests in these unconsolidated VIEs through committed capital and co-investment arrangements and as the servicer of the loans sold, the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance and has determined that it is not the primary beneficiary of these entities. The Company additionally holds loans as collateral in connection with committed capital and other co-investment arrangements in a consolidated VIE. Refer to “Note 3. Variable Interest Entities” for additional information. While held as collateral, these loans are ineligible to be sold and are classified as held-for-investment on the Company’s condensed consolidated balance sheets.

The contractual terms of committed capital and other co-investment arrangements determine the Company’s maximum exposure to losses and dictate types of assets the Company puts at risk. The Company’s maximum exposure to losses from its involvement with these arrangements are estimated under severe, hypothetical circumstances, for which the Company believes the possibility is remote. The following table presents the Company’s aggregate maximum exposure to losses by asset type:


	December 31, 2025		March 31, 2026

Cash and cash equivalents	$	160,055	$	196,009
Restricted cash	219,412		257,780
Beneficial interests	389,566		458,192
Line of credit receivable(1)	108,965		107,596
Loans(1)	53,762		58,743
Total(2)	$	931,760	$	1,078,320

__________

(1) Represents the unpaid principal balance.

(2) $191.6 million and $190.2 million as of December 31, 2025 and March 31, 2026, respectively, is related to assets held by one institutional investor.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

5. Fair Value Measurement

The following table presents assets and liabilities measured at fair value and categorized in accordance with the fair value hierarchy:



	Level	December 31, 2025		March 31, 2026
Assets
Loans	3	$	984,552	$	1,014,089
Beneficial interest assets	3	396,216		474,796
Line of credit receivable	3	112,742		111,916
Loan servicing assets	3	40,941		45,437
Notes receivable and residual certificates	3	97,416		105,066
Interest rate cap	2	225		109
Total assets		$	1,632,092	$	1,751,413
Liabilities
Payable to securitization note holders	3	$	46,542	$	39,188
Beneficial interest liabilities	3	5,075		3,235
Trailing fee liabilities	3	5,761		5,980
Loan servicing liabilities	3	4,383		6,646
Total liabilities		$	61,761	$	55,049

Financial instruments are categorized in the fair value hierarchy based on the significance of unobservable inputs and assumptions in the overall fair value measurement. Financial instruments classified as Level 3 within the fair value hierarchy do not trade in an active market with readily observable prices. The Company uses significant unobservable inputs to measure the fair value of these assets and liabilities. There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy during the periods presented.

Loans

Loans included in the Company’s condensed consolidated balance sheets are classified as either held-for-sale or held-for-investment based on the Company’s intent and ability to sell the loans prior to maturity. The Company reassesses such intent and ability on an ongoing basis and may transfer loans between categories as circumstances change. Loans held in the consolidated securitization include those loans contributed as collateral to the securitization and are classified as held-for-sale.

The following table presents the fair value of loans held on the Company’s condensed consolidated balance sheets by classification:


	December 31, 2025		March 31, 2026

Loans held-for-sale	$	393,159	$	723,855
Loans held-for-investment	537,631		245,378
Loans held in consolidated securitization	53,762		44,856
Total	$	984,552	$	1,014,089

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Valuation Methodology

Loans held-for-sale and held-for-investment are measured at estimated fair value using a discounted cash flow model. The fair valuation methodology considers projected prepayments and historical defaults, losses and recoveries to project future losses and net cash flows on loans. Net cash flows are discounted using an estimate of market rates of return. The fair value of these loans also includes accrued interest.

For the consolidated securitization, the Company elected the measurement alternative under Topic 810, Consolidation, and maximizes the use of observable inputs to estimate the fair value of the financial assets and liabilities of the securitization. Under the measurement alternative, the Company determined that inputs and market data used to determine the value of the liabilities, which consist of securitization notes and residual certificates, are more observable than those used to measure fair value of the financial assets, which consist of held-for-sale loans. Thus, the loans are measured based on the sum of the fair value of the securitization notes and residual certificates. The fair value is also corroborated with a discounted cash flow model that considers projected prepayments and historical defaults, losses and recoveries to project future losses and net cash flows on loans, discounted using an estimate of market rates of return as disclosed below in the “Significant Inputs and Assumptions” section. The fair value of loans in the consolidated securitization also includes accrued interest.

Significant Inputs and Assumptions

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for loans held-for-investment and held-for-sale, excluding loans held in the consolidated securitization:


	December 31, 2025						March 31, 2026
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	5.00	%	14.78	%	9.51	%	5.48	%	15.05	%	9.88	%
Credit risk rate	0.01	%	91.50	%	15.52	%	0.01	%	91.50	%	16.92	%
Prepayment rate	0.45	%	99.75	%	43.41	%	0.45	%	99.75	%	41.98	%

_________

(1) Unobservable inputs were weighted by relative fair value.

The following table presents quantitative information about the significant unobservable inputs implied for the Company’s Level 3 fair value measurements for loans held in the consolidated securitization:


	December 31, 2025						March 31, 2026
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	6.99	%	15.00	%	10.43	%	6.90	%	15.00	%	11.04	%
Credit risk rate	0.67	%	35.68	%	16.12	%	0.67	%	35.68	%	16.20	%
Prepayment rate	6.73	%	89.84	%	40.50	%	6.73	%	89.84	%	40.25	%

_________

(1) Unobservable inputs were weighted by relative fair value.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

included in the discount rates to reflect the amount of compensation market participants require due to the uncertainty inherent in the instruments’ cash flows resulting from risks such as credit and liquidity.

Credit risk rates–The credit risk rates are an estimate of the net cumulative principal payments that will not be repaid over the entire life of a financial instrument. The credit risk rates are expressed as a percentage of the original principal amount of the instrument. The estimated net cumulative loss represents the sum of the net losses estimated to occur each month of the life of the instrument, net of the average recovery expected to be received.

Prepayment rates–Prepayment rates are an estimate of the cumulative principal prepayments that will occur over the entire life of a loan as a percentage of the original principal amount of the loan. The assumption regarding cumulative prepayments impacts the projected balances and expected terms of the loans.

Significant Recurring Level 3 Fair Value Input Sensitivity

The following table presents the sensitivity of the fair value of loans held-for-sale and held-for-investment, excluding loans held in the consolidated securitization, to adverse changes in the significant assumptions used in the valuation model. Adverse changes in prepayment rates do not result in a material impact to the fair value of loans held-for-sale and held-for-investment as of December 31, 2025 and March 31, 2026.


	December 31, 2025		March 31, 2026

Fair value of loans held-for-sale and held-for-investment	$	930,790	$	969,233
Discount rates
100 basis point increase	(12,006)		(12,670)
200 basis point increase	(23,623)		(25,349)
Expected credit loss rates on underlying loans
10% adverse change	(10,465)		(11,619)
20% adverse change	(20,397)		(22,701)

Adverse changes in significant assumptions do not result in a material impact to the fair value of loans held in the consolidated securitization as of December 31, 2025 and March 31, 2026.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Rollforward of Level 3 Fair Values

The following tables present a rollforward of loans classified within Level 3 of the fair value hierarchy:


	Loans Held-for-Sale		Loans Held-for-Investment		Loans Held in Consolidated Securitization		Total
Fair value at December 31, 2024	$	405,812	$	297,543	$	102,949	$	806,304


Purchases and originations of loans(1)	570,654		149,883		—		720,537
Sale of loans(1)	(571,696)		(1,618)		—		(573,314)
Purchase of loans for immediate resale(1)	774,632		—		—		774,632
Immediate resale of loans(1)	(774,632)		—		—		(774,632)
Repayments received(1)	(39,904)		(55,765)		(10,280)		(105,949)
Charge-offs and changes in fair value recorded in earnings	(15,722)		(20,973)		(3,753)		(40,448)
Other changes	(1,395)		8,942		—		7,547
Fair value at March 31, 2025	$	347,749	$	378,012	$	88,916	$	814,677

_________

(1) Represents the principal balance.


	Loans Held-for-Sale		Loans Held-for-Investment		Loans Held in Consolidated Securitization		Total
Fair value at December 31, 2025	$	393,159	$	537,631	$	53,762	$	984,552

Reclassification of loans(1)(2)	313,969		(313,969)		—		—
Purchases and originations of loans(1)(3)	372,859		438,262		—		811,121
Sale of loans(1)	(301,900)		(319,573)		—		(621,473)
Purchase of loans for immediate resale(1)	2,090,945		—		—		2,090,945
Immediate resale of loans(1)	(2,090,945)		—		—		(2,090,945)
Repayments received(1)	(42,480)		(75,621)		(8,031)		(126,132)
Charge-offs and changes in fair value recorded in earnings	(11,884)		(33,668)		(875)		(46,427)
Other changes	132		12,316		—		12,448
Fair value at March 31, 2026	$	723,855	$	245,378	$	44,856	$	1,014,089

_________

(1) Represents the principal balance.

(2) Effective March 31, 2026, the Company reclassified HELOCs and auto retail loans as they now meet the definition of loans held-for-sale based on our intent and ability to sell these loans prior to maturity.

(3) Purchase activity includes an immaterial unpaid principal balance related to securitization clean-up calls during the three months ended March 31, 2026.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

The following table presents the aggregate fair value and aggregate principal outstanding of all loans and loans that were 90 days or more past due included in the condensed consolidated balance sheets:


	Loans				Loans > 90 Days Past Due
	December 31,		March 31,		December 31,		March 31,
	2025		2026		2025		2026
Outstanding principal balance	$	1,038,521	$	1,061,410	$	17,685	$	14,861
Net fair value and accrued interest adjustments	(53,969)		(47,321)		(13,094)		(10,989)
Fair value(1)(2)	$	984,552	$	1,014,089	$	4,591	$	3,872

_________

(1) Includes $367.4 million and $311.8 million of auto loans at fair value as of December 31, 2025 and March 31, 2026, respectively, of which an immaterial amount are 90 days or more past due. Also includes $149.5 million and $171.8 million of HELOCs at fair value as of December 31, 2025 and March 31, 2026, respectively, of which immaterial amounts are 90 days or more past due.

(2) The fair value of loans in nonaccrual status was immaterial as of December 31, 2025 and March 31, 2026.

Line of Credit Receivable

In connection with a committed capital and other co-investment arrangement, the Company issued a revolving line of credit receivable to a third-party, which is classified as held-for-investment. The fair value of the line of credit receivable as of December 31, 2025 and March 31, 2026 was $112.7 million and $111.9 million, respectively.

Valuation Methodology

The line of credit receivable is measured at estimated fair value using a discounted cash flow model. The model is based on the expected monthly outstanding balance of the line of credit receivable over the life of the agreement and considers the present creditworthiness of the counterparty and the difference between the market rates of return and the stated interest rate. Cash flows are discounted using an estimate of market rates of return. The fair value of the line of credit receivable also includes accrued interest.

Significant Inputs and Assumptions

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements related to the line of credit receivable:


	December 31, 2025			March 31, 2026
	Minimum	Maximum	Weighted-Average	Minimum		Maximum		Weighted-Average
Discount rate	6.50%	6.50%	6.50%	6.50	%	6.50	%	6.50	%

Discount rate–The discount rate is the rate of return used to discount future expected cash flows to arrive at a present value, which represents the fair value. The discount rate used for the projected net cash flows is the Company’s estimate of the rate of return that market participants would require when investing in this financial instrument with cash flows dependent on credit quality of the counterparty. A risk premium component is implicitly included in the discount rate to reflect the amount of compensation market participants require due to the uncertainty inherent in the instrument’s cash flows resulting from risks such as credit and liquidity of the counterparty.

Table of Contents

Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Significant Recurring Level 3 Fair Value Input Sensitivity

Adverse changes in significant assumptions do not result in a material impact to the fair value of the line of credit receivable as of December 31, 2025 and March 31, 2026.

Rollforward of Level 3 Fair Values

The following tables present a rollforward of the line of credit receivable classified by the Company within Level 3 of the fair value hierarchy:


	Line of Credit Receivable
Fair value at December 31, 2024	$	56,269
Issuances	24,856
Changes in fair value recorded in earnings	500
Changes in accrued interest	155
Fair value at March 31, 2025	$	81,780


	Line of Credit Receivable




Fair value at December 31, 2025	$	112,742
Issuances	539
Repayments	(1,908)
Changes in fair value recorded in earnings	(62)
Changes in accrued interest	605
Fair value at March 31, 2026	$	111,916

Assets and Liabilities related to Securitization Transactions

As of December 31, 2025 and March 31, 2026, the Company held notes receivable and residual certificates retained from unconsolidated securitization transactions with an aggregate fair value of $97.4 million and $105.1 million, respectively.

As of December 31, 2025 and March 31, 2026, the Company recognized payables to securitization note holders of $46.5 million and $39.2 million at fair value, respectively. The balance represents the value of the securitization notes issued and owned by third-party investors in connection with the consolidated securitization. The value of securitization notes and residual certificates retained by the Company is eliminated in the consolidation process.

Valuation Methodology

The Company prioritizes the use of observable inputs in estimating the fair value of notes receivable and residual certificates and payable to securitization note holders when available. Fair value is corroborated using a discounted cash flow methodology. This approach uses assumptions of projected cash flows of the underlying collateral loan pools adjusted for features of these securities, which reflect the Company’s best estimates of the assumptions a market participant would use to determine fair value.

Table of Contents

Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Significant Inputs and Assumptions

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements related to notes receivable, residual certificates, and payable to securitization note holders:


	December 31, 2025						March 31, 2026
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Notes receivable and residual certificates
Discount rate	5.75	%	12.78	%	10.72	%	6.08	%	15.05	%	10.43	%
Credit risk rate	0.38	%	50.28	%	21.10	%	0.38	%	44.74	%	21.27	%
Prepayment rate	4.11	%	95.77	%	33.04	%	4.11	%	93.44	%	33.56	%
Payable to securitization note holders
Discount rate	6.99	%	10.40	%	9.65	%	6.90	%	10.60	%	10.32	%
Credit risk rate	0.67	%	35.68	%	16.12	%	0.67	%	35.68	%	16.20	%
Prepayment rate	6.73	%	89.84	%	40.50	%	6.73	%	89.84	%	40.25	%

_________

(1)Unobservable inputs were weighted by relative fair value.

Significant Recurring Level 3 Fair Value Input Sensitivity

Notes Receivable and Residual Certificates

Adverse changes in the significant assumptions do not result in a material impact to the fair value of notes receivable and residual certificates as of December 31, 2025 and March 31, 2026.

Payable to Securitization Note Holders

Adverse changes in the significant assumptions do not result in a material impact to the fair value of payable to securitization note holders as of December 31, 2025 and March 31, 2026.

Rollforward of Level 3 Fair Values

The following tables present a rollforward of the notes receivable and residual certificates and payables to securitization note holders related to securitization transactions classified by the Company within Level 3 of the fair value hierarchy:


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders





Fair value at December 31, 2024	$	22,055	$	87,321

Repayments and settlements	(2,685)		(11,444)
Changes in fair value recorded in earnings	101		27
Fair value at March 31, 2025	$	19,471	$	75,904

Table of Contents

Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders





Fair value at December 31, 2025	$	97,416	$	46,542
Additions	18,806		—
Repayments and settlements	(11,743)		(7,215)
Changes in fair value recorded in earnings	587		(139)
Fair value at March 31, 2026	$	105,066	$	39,188

Loan Servicing Assets and Liabilities

As of as of December 31, 2025 and March 31, 2026, the Company’s loan servicing assets had a fair value of $40.9 million and $45.4 million, respectively, recorded within other assets on the condensed consolidated balance sheets. As of December 31, 2025 and March 31, 2026, the Company’s loan servicing liabilities had a fair value of $4.4 million and $6.6 million, respectively, recorded within accrued expenses and other liabilities on the condensed consolidated balance sheets.

Valuation Methodology

Loan servicing assets and liabilities are measured at estimated fair value using a discounted cash flow model. The cash flows in the valuation model represent the difference between the contractual servicing fees charged and the estimated market servicing fee. Since contractual servicing fees are generally based on the monthly outstanding principal balance of the underlying loans, the expected cash flows in the model incorporate estimates of net losses and prepayments.

Significant Inputs and Assumptions

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for loan servicing assets and liabilities:


	December 31, 2025						March 31, 2026
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	13.00	%	20.00	%	17.32	%	13.00	%	20.00	%	17.31	%
Credit risk rate	0.01	%	61.96	%	17.01	%	0.01	%	73.91	%	17.03	%
Market-servicing rate (2)(3)	0.62	%	2.69	%	0.65	%	0.62	%	2.69	%	0.66	%
Prepayment rate	1.96	%	96.90	%	36.50	%	0.73	%	96.90	%	36.22	%

_________

(1)Unobservable inputs were weighted by relative fair value.

(2)Excludes ancillary fees that would be passed on to a third-party servicer.

(3)Expressed as a percentage of the outstanding principal balance of 1.16% - 2.69% for auto loans and 0.62% - 2.00% for personal loans as of December 31, 2025 and March 31, 2026.

Table of Contents

Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Discount rates–The discount rates are the Company’s estimate of the rates of return that market participants in servicing rights would require when investing in similar servicing rights. Discount rates for servicing rights on existing loans are adjusted to reflect the time value of money and a risk premium intended to reflect the amount of compensation market participants would require due to the uncertainty associated with these instruments’ cash flows.

Credit risk rates–The credit risk rates are the Company’s estimate of the net cumulative principal payments that will not be repaid over the entire life of a loan expressed as a percentage of the original principal amount of the loan. The assumption regarding net cumulative losses impacts the projected balances and expected terms of the loans, which are used to project future servicing revenues.

Market-servicing rates–Market-servicing rate is an estimated measure of adequate compensation for a market participant, if one was required. The rate is expressed as a fixed percentage of outstanding principal balance per annum. The estimate considers the profit that would be demanded in the marketplace to service the portfolio of outstanding loans subject to the Company’s servicing agreements.

Prepayment rates–Prepayment rates are the Company’s estimate of the cumulative principal prepayments that will occur over the entire life of a loan as a percentage of the original principal amount of the loan. The assumption regarding cumulative prepayments impacts the projected balances and expected terms of the loans, which are used to project future servicing revenues.

Significant Recurring Level 3 Fair Value Input Sensitivity

The table below presents the fair value sensitivity of loan servicing assets to adverse changes in market-servicing rates. The fair value of loan servicing assets and liabilities are not sensitive to adverse changes in discount rates, credit risk rates, and prepayment rates as such changes do not result in a material impact on the fair value as of December 31, 2025 and March 31, 2026. Adverse changes in market-servicing rates do not result in a material impact to the fair value of loan servicing liabilities as of December 31, 2025 and March 31, 2026.



	December 31, 2025		March 31, 2026
Fair value of loan servicing assets	$	40,941	$	45,437
Expected market-servicing rates
10% market-servicing rates increase	(8,402)		(8,949)
20% market-servicing rates increase	(16,746)		(17,684)

Rollforward of Level 3 Fair Values

The following tables present a rollforward of the loan servicing assets and liabilities classified by the Company within Level 3 of the fair value hierarchy:


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2024	$	27,439	$	1,180
Sale of loans	5,537		592
Changes in fair value recorded in earnings	(4,090)		(285)
Fair value at March 31, 2025	$	28,886	$	1,487

Table of Contents

Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2025	$	40,941	$	4,383
Sale of loans	10,079		2,605
Changes in fair value recorded in earnings	(5,583)		(342)
Fair value at March 31, 2026	$	45,437	$	6,646

Beneficial Interests

In connection with committed capital and other co-investment arrangements that meet a definition of a derivative (derivative beneficial interests), the Company is obligated to make payments to or is entitled to receive payments from the third-party if credit performance on the underlying loans deviates from initial expectations, subject to a dollar cap. In the arrangements that are associated with debt-like securities with embedded derivative features, the Company makes an initial investment and is entitled to a portion of cash flows received over time from the underlying loan portfolios. These cash flows vary depending on the demonstrated credit performance relative to our expectations.

As of December 31, 2025 and March 31, 2026, the fair value of the beneficial interest assets related to these arrangements was $396.2 million and $474.8 million, respectively. As of the same dates, the fair value of the beneficial interest liabilities was $5.1 million and $3.2 million, respectively.

Valuation Methodology

Beneficial interests are measured at estimated fair value using a discounted cash flow model. The discounted cash flow model sets expectations for cash flows to be received by the Company under each arrangement based on contractually-defined terms, such as total return, portfolio composition, frequency of cash distribution, and others and calculates net cash flows to be received by the Company. These net cash flows are then discounted using an estimate of market rates of return that reflect the risk premium related to those cash flows. As credit performance is demonstrated by the underlying loan portfolios, each discounted cash flow model is periodically updated to determine future cash inflows and outflows based on the latest estimated performance for the duration of each arrangement. The discounted cash flow model uses inputs discussed below that are inherently judgmental and reflect the Company’s best estimates of the assumptions a market participant would use to determine fair value of our beneficial interests.

Table of Contents

Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Significant Inputs and Assumptions

The following table presents quantitative information about the significant unobservable inputs used for the Company’s fair value measurements of beneficial interests as of December 31, 2025 and March 31, 2026:


	December 31, 2025						March 31, 2026
	Minimum		Maximum		Weighted-Average(1)		Minimum		Maximum		Weighted-Average(1)
Beneficial interest assets
Discount rate	6.50	%	14.50	%	12.90	%	6.50	%	14.50	%	12.44	%
Credit risk rate spread(2)	(7.59)	%	13.42	%	0.89	%	(9.13)	%	12.73	%	1.81	%
Prepayment rate spread(3)	(7.56)	%	15.50	%	3.60	%	(8.51)	%	16.58	%	3.17	%
Beneficial interest liabilities
Discount rate	13.25	%	13.25	%	13.25	%	10.40	%	12.75	%	12.72	%
Credit risk rate spread(2)	(5.45)	%	9.18	%	1.90	%	(5.51)	%	7.92	%	2.28	%

_________

(1) Unobservable inputs were weighted by relative fair value.

(2) Expressed as a percentage of cumulative net loss expectations as of the valuation date compared to the initial expectations.

(3) Expressed as a percentage of cumulative principal prepayment expectations as of the valuation date compared to the initial expectations.

Discount rates–The discount rates are rates of return used to discount future expected cash flows to arrive at a present value, which represents the fair value. The discount rates used for the projected net cash flows are the Company’s estimates of the rates of return that market participants would require when investing in these financial instruments with cash flows dependent on credit performance of the underlying loan portfolio. A risk premium component is implicitly included in the discount rates to reflect the amount of compensation market participants require due to the uncertainty inherent in the instruments’ cash flows resulting from risks such as credit and liquidity. The Company uses different discount rates depending on the type of underlying collateral well as for expected cash flows associated with demonstrated to-date credit performance and those associated with future credit performance. The difference in these rates reflects the level of uncertainty and, as a result, risk premium that would be required by market participants when investing in these instruments.

Credit risk rate spreads–Credit risk rate spreads are the measurement of estimated credit performance of underlying loan portfolios as of the reporting date in comparison to the Company’s estimates at the time of origination or sale of loans under these arrangements (“initial expectation”). More specifically, credit risk rate spreads are the difference between the initial expectation of the cumulative principal of a loan portfolio, net of average recoveries, that is estimated to not be repaid over the life of a beneficial interest (“cumulative net loss”) and the same estimate as of the reporting date. A positive credit risk rate spread indicates that the estimated cumulative net loss as of the reporting period is higher than the initial expectation for a particular portfolio. A negative credit risk rate spread indicates the opposite – the estimated cumulative net loss as of the reporting period is lower than the initial expectation. Credit risk rate spreads are expressed as a percentage of the initial expectation of the cumulative total net losses. The difference between the initial and current expectation of estimated cumulative net losses impacts the amount and the timing of cash flows the Company expects to receive on beneficial interest assets or to pay for beneficial interest liabilities.

Table of Contents

Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Prepayment rate spreads–Prepayment rate spreads are the measurement of estimated prepayments on the underlying loan portfolios as of the reporting date in comparison to the Company’s initial expectation. More specifically, prepayment rate spreads are the difference between the initial expectation of cumulative principal prepayments that will occur over the life of a beneficial interest (“cumulative prepayment”) and the same estimate as of the reporting date. A positive prepayment rate spread indicates that the estimated cumulative prepayments as of the reporting period is higher than the initial expectation for a particular portfolio. A negative prepayment rate spread indicates the opposite – the estimated cumulative prepayments as of the reporting period is lower than the initial expectation. Prepayment rate spreads are expressed as a percentage of the initial expectation of the cumulative total prepayments. The difference between the initial and current expectation of estimated cumulative prepayment impacts the amount and the timing of cash flows the Company expects to receive on beneficial interest assets or to pay for beneficial interest liabilities.

The following table presents the sensitivity of beneficial interest assets and liabilities to adverse changes in significant assumptions used in the valuation model as of December 31, 2025 and March 31, 2026. The Company adversely shocks the credit risk rate and prepayment rate on the underlying loan portfolios rather than the spreads. Adverse changes in discount rates and prepayment rates do not result in a material impact to the fair value of beneficial interest liabilities as of December 31, 2025 and March 31, 2026.

Significant Recurring Level 3 Fair Value Input Sensitivity



	December 31, 2025		March 31, 2026
Fair value of beneficial interest assets	$	396,216	$	474,796
Discount rate
100 basis point increase	(4,912)		(5,902)
200 basis point increase	(9,676)		(11,624)
Expected credit risk rate on underlying loans
10% adverse change	(80,110)		(99,319)
20% adverse change	(158,190)		(196,247)
Expected prepayment rate on underlying loans
10% adverse change	(7,798)		(9,045)
20% adverse change	(15,244)		(18,873)

Fair value of beneficial interest liabilities	$	5,075	$	3,235



Expected credit risk rate on underlying loans
10% adverse change	22,409		12,891
20% adverse change	44,420		26,108

Table of Contents

Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Rollforward of Level 3 Fair Values

The following tables presents a rollforward of beneficial interest assets and liabilities:


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at December 31, 2024	$	176,848	$	10,089
Acquisition of beneficial interests	38,438		—
Settlement of beneficial interests, net	(16,308)		(5,992)
Changes in fair value recorded in earnings	17,600		(65)
Fair value at March 31, 2025	$	216,578	$	4,032


	Beneficial Interest Assets		Beneficial Interest Liabilities





Fair value at December 31, 2025	$	396,216	$	5,075
Acquisition of beneficial interests	114,072		—
Settlement of beneficial interests, net	(45,705)		1,081

Changes in fair value recorded in earnings	10,213		(2,921)
Fair value at March 31, 2026	$	474,796	$	3,235

Trailing Fee Liabilities

The Company pays certain lending partners monthly trailing fees based on the amount and timing of principal payments made by borrowers of the underlying loans. The Company held trailing fee liabilities of $5.8 million and $6.0 million as of December 31, 2025 and March 31, 2026, respectively.

Valuation Methodology

The discounted cash flow methodology, which is used to estimate the fair value of trailing fee liabilities, uses the same projected net cash flows as the underlying loans. The fair valuation methodology considers projected prepayments and historical defaults, losses and recoveries to project future losses and net cash flows of the underlying loans. Net cash flows are discounted using an estimate of market rates of return.

Significant Inputs and Assumptions

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for trailing fee liabilities:


	December 31, 2025						March 31, 2026
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	5.00	%	14.78	%	10.15	%	5.48	%	15.05	%	10.03	%
Credit risk rate	0.04	%	67.59	%	19.48	%	0.02	%	67.59	%	19.62	%
Prepayment rate	1.52	%	95.77	%	34.59	%	0.89	%	95.53	%	34.65	%

_________

(1) Unobservable inputs were weighted by relative fair value.

Table of Contents

Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Significant Recurring Level 3 Fair Value Input Sensitivity

Adverse changes in significant assumptions do not result in a material impact to the fair value of trailing fee liabilities as of December 31, 2025 and March 31, 2026.

Rollforward of Level 3 Fair Values

The following tables present a rollforward of trailing fee liabilities classified by the Company within Level 3 of the fair value hierarchy:


	Trailing Fee Liabilities
Fair value at December 31, 2024	$	4,614
Issuances	700
Repayments and settlements	(603)
Changes in fair value recorded in earnings	(137)

Fair value at March 31, 2025	$	4,574


	Trailing Fee Liabilities
Fair value at December 31, 2025	$	5,761
Issuances	1,175
Repayments and settlements	(848)
Changes in fair value recorded in earnings	(108)

Fair value at March 31, 2026	$	5,980

6. Goodwill and Intangible Assets

Goodwill

Goodwill balance was $67.1 million as of both December 31, 2025 and March 31, 2026. The Company recognized no impairment charges related to goodwill during the three months ended March 31, 2025 and 2026.

Intangible Assets

Acquired intangible assets subject to amortization consist of customer relationships, and are recorded net of amortization and included within other assets on the condensed consolidated balance sheets. The gross and net carrying values and accumulated amortization are as follows:


	December 31, 2025						March 31, 2026
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value

Customer relationships	$	13,700	$	(5,423)	$	8,277	$	13,700	$	(5,708)	$	7,992

Amortization expense was immaterial for the three months ended March 31, 2025 and 2026.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Expected future amortization expense for intangible assets is as follows:


	March 31, 2026
Remaining 2026	$	856
2027	1,142
2028	1,142
2029	1,142
2030	1,142
Thereafter	2,568
Total	$	7,992

7. Balance Sheet Components

Other Assets

Other assets consisted of the following:


	December 31, 2025		March 31, 2026



Receivables	46,647		46,068
Loan servicing assets (at fair value)(1)	40,941		45,437
Prepaid expenses	39,658		40,588
Other assets	17,379		12,844
Intangible assets, net(2)	8,289		8,004
Deposits	5,057		1,620

Total other assets	$	157,971	$	154,561

_________

(1)Refer to “Note 5. Fair Value Measurement” for further information.

(2)Refer to “Note 6. Goodwill and Intangible Assets” for further information.

Receivables represent amounts recognized as revenue but not yet collected in relation to servicing and other agreements with institutional investors and lending partners.

Table of Contents

Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Property, Equipment, and Software, Net

Property, equipment, and software, net consisted of the following:


	December 31, 2025		March 31, 2026
Internally developed software	$	95,923	$	101,884
Leasehold improvements	15,519		18,134
Computer and networking equipment	6,358		6,484
Furniture and fixtures	4,795		5,306
Total property, equipment, and software	122,595		131,808
Accumulated depreciation and amortization	(78,421)		(83,806)
Total property, equipment, and software, net	$	44,174	$	48,002

For the three months ended March 31, 2025 and 2026, depreciation and amortization expense on property, equipment, and software was $6.1 million and immaterial, respectively.

Capitalized internally developed software balances, net of accumulated amortization, were $38.5 million and $40.2 million as of December 31, 2025 and March 31, 2026, respectively. The Company recognized no impairment charges to internally developed software during the three months ended March 31, 2025 and 2026.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


	December 31, 2025		March 31, 2026
Accrued expenses	$	68,232	$	58,865
Accounts payable	31,981		22,719
Accrued payroll	49,275		16,217



Other liabilities	6,788		10,929


Loan servicing liabilities (at fair value)	4,383		6,646
Trailing fee liability (at fair value)	5,761		5,980
Beneficial interest liabilities (at fair value)	5,075		3,235
Total accrued expenses and other liabilities	$	171,495	$	124,591

Table of Contents

Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

8. Borrowings

The following table presents the aggregate principal outstanding of all borrowings that are included in the condensed consolidated balance sheets:


	December 31, 2025		March 31, 2026

Warehouse credit facilities	$	97,333	$	183,307
Risk retention financing facility	75,647		80,661

Convertible senior notes	1,687,794		1,687,794
Total payments due	1,860,774		1,951,762
Unamortized debt discount	(31,629)		(30,097)
Total borrowings	$	1,829,145	$	1,921,665

The following table summarizes the aggregate amount of maturities of all borrowings:


	March 31, 2026



Remaining 2026	$	66,544
2027	—
2028	183,307
2029	431,250
2030	500,000
Thereafter	770,661
Total	$	1,951,762

Warehouse Credit Facilities

The following table presents the details of the Company’s revolving warehouse credit facilities:


					December 31, 2025				March 31, 2026
	Stated Interest Rate(1)	Termination and Maturity(2)	Total Borrowing Capacity(3)		Collateral(4)		Outstanding Borrowings		Collateral(4)		Outstanding Borrowings

Upstart Auto Warehouse Trust 2	Benchmark rate + 0% - 4.0%	August 2026 and August 2027	$	150,000	$	3	$	1	$	—	$	—
Upstart Loan Trust	Benchmark rate + 1.8% - 3.4%	June 2027 and June 2028	325,000		56,255		23,025		194,751		109,000
Upstart Small Dollar Loan Trust	Benchmark rate + 5.5%	June 2027 and June 2028	100,000		128,973		74,307		135,404		74,307

Total			$	575,000	$	185,231	$	97,333	$	330,155	$	183,307

_________

(1)The interest rates on our warehouse credit facilities are floating and designed as a reference rate plus a spread. Reference rates include the Compounded Secured Overnight Financing Rate, the Term Secured Overnight Financing Rate, and the weighted-average cost of

Table of Contents

Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

commercial paper notes issued by the lender. The stated interest rate excludes maximum unused commitment fees of 1.0%. The undrawn fee for Upstart Small Dollar Loan Trust is the dollar amount of interest and fees that would have been due if the daily average aggregate outstanding principal balance was equal to 75% of the then-applicable borrowing base.

(2)The first date represents the final date the Company may borrow up to the maximum capacity under the warehouse. The second date is the maturity date, when the outstanding principal amount, together with accrued and unpaid interest will be due and payable in full.

(3)Total capacity is as of March 31, 2026. Upstart Small Dollar Loan Trust has $100.0 million of uncommitted capacity and Upstart Loan Trust has $150.0 million of uncommitted capacity out of the $325.0 million total.

(4)Represents the aggregate restricted cash and unpaid principal balance of loans pledged as collateral.

The Company’s warehouse credit facilities contain certain financial covenants. On April 15, 2026, the Company obtained a waiver under the Upstart Loan Trust warehouse facility related to breaches of certain financial covenants for the March 2026 collection period. As of March 31, 2026, the Company was in compliance with all applicable covenants for its other warehouse credit facilities.

Risk Retention Financing Facility

In June 2025, the Company entered into a $100.0 million risk retention financing facility to finance certain securitization notes receivable it retained in a capacity of the risk retention sponsor under applicable risk retention regulations. Under this facility, the Company pledged the securitization notes receivable as collateral. The facility’s maturity aligns with the stated maturities of the underlying notes, which range from 2026 to 2036. The facility is accounted for as a secured borrowing.

As of March 31, 2026, the outstanding balance of the facility was $80.7 million, presented within borrowings on the condensed consolidated balance sheets. The fair value of the securitization notes receivable pledged was $80.4 million, $78.3 million of which is presented within notes receivable and residual certificates (at fair value) on the condensed consolidated balance sheets and $2.1 million related to the consolidated securitization. The financing bears interest at the weighted-average coupon of the pledged securities plus a 0.40% spread.

Pledged collateral levels are monitored and maintained at an agreed-upon percentage of the outstanding borrowings during the life of the borrowing. In the event of a decline in the fair value of the pledged collateral, the Company may be required to transfer cash or pledge additional securities under this facility.

On April 22, 2026 the risk retention financing facility was amended to increase the maximum facility amount from $100.0 million to $200.0 million.

Convertible Senior Notes

In August 2021, the Company issued $661.3 million in aggregate principal amount of 0.25% convertible senior notes due 2026 (the “2026 Notes”). In September 2024, the Company issued $431.3 million in aggregate principal amount of 2.00% convertible senior notes due 2029 (the “2029 Notes”). In November 2024, the Company issued $500.0 million in aggregate principal amount of 1.00% convertible senior notes due 2030 (the “2030 Notes”). In August 2025, the Company issued $690.0 million in aggregate principal amount of 0% convertible senior notes due 2032 (the “2032 Notes” and, together with the 2026 Notes, 2029 Notes and 2030 Notes, the “Notes”).

Concurrently with the issuance of the 2029 Notes and the 2032 Notes, the Company repurchased portions of the 2026 Notes. In the third quarter of 2024, the Company used approximately $302.4 million of the net proceeds from the offering of the 2029 Notes to repurchase approximately $334.2 million in aggregate principal amount of the outstanding 2026 Notes in individually negotiated transactions and additionally repurchased approximately $27.9 million of the outstanding 2026 Notes in open-market purchases. In August 2025, the Company used approximately $224.2 million of the net proceeds from the offering of the 2032 Notes to repurchase approximately $232.6 million in aggregate principal amount of the outstanding 2026 Notes in individually negotiated transactions.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

The repurchases of the 2026 Notes were accounted for as a debt extinguishment. The difference between the consideration paid to repurchase the 2026 Notes and the carrying value of the 2026 Notes, resulted in a gain on debt extinguishment of $33.4 million and $7.2 million separately reported on the condensed consolidated statement of operations and comprehensive income (loss) during the third quarter of 2024 and 2025, respectively. The partial extinguishments did not result in any changes to the terms of the 2026 Notes.

Each series of Notes is governed by its respective indenture (each, an “Indenture”), and represents senior unsecured obligations of the Company. The 2026 Notes mature on August 15, 2026, the 2029 Notes mature on October 1, 2029, the 2030 Notes mature on November 15, 2030, and the 2032 Notes mature on February 15, 2032, unless such Notes are earlier converted, redeemed, or repurchased in accordance with their terms. The Company may redeem for cash all or any portion of the Notes, at its option, on or after August 20, 2024, in the case of the 2026 Notes, on or after October 6, 2027, in the case of the 2029 Notes, on or after November 20, 2027, in the case of the 2030 Notes, and on or after August 20, 2028, in the case of the 2032 Notes, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price for the Notes of the applicable series then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption for the Notes of such series at a redemption price equal to 100% of the principal amount of the Notes of such series to be redeemed, plus any accrued and unpaid interest (or special interest, if any, in the case of the 2032 Notes) to, but excluding, the redemption date.

The following table presents details of the Notes:

Interest Rate

Initial Conversion Rate per $1,000 Principal

Initial Conversion Price

Conversion Date

2026 Notes

0.25%; payable semiannually on February 15 and August 15

3.5056

$285.26

May 15, 2026

2029 Notes

2.00%; payable semiannually on April 1 and October 1

21.9029

$45.66

July 1, 2029

2030 Notes

1.00%; payable semiannually on May 15 and November 15

10.8702

$91.99

August 15, 2030

2032 Notes

12.1215

$82.50

November 15, 2031

Holders of the Notes may convert their Notes at their option any time prior to the close of business on the business day immediately preceding May 15, 2026, in the case of the 2026 Notes; July 1, 2029, in the case of the 2029 Notes; August 15, 2030, in the case of the 2030 Notes; and November 15, 2031, in the case of the 2032 Notes, only under the following circumstances:

(1) during any calendar quarter commencing after December 31, 2021, in the case of the 2026 Notes, December 31, 2024, in the case of the 2029 Notes, March 31, 2025, in the case of the 2030 Notes and December 31, 2025, in the case of the 2032 Notes, (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price for the respective Notes on each applicable trading day;

(2) during the five business-day period after any five consecutive trading-day period in which the trading price per $1,000 principal amount of the applicable series of Notes for each trading day of such five consecutive trading-day period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate of the respective Notes on each such trading day;

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

(3) if the Company calls any or all of the Notes of the applicable series for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

(4) upon the occurrence of specified corporate events.

On or after May 15, 2026, in the case of the 2026 Notes, July 1, 2029, in the case of the 2029 Notes, August 15, 2030, in the case of the 2030 Notes, and November 15, 2031, in the case of the 2032 Notes, holders of the Notes of the applicable series may surrender all or any portion of their Notes of such series for conversion at any time prior to the close of business on the second scheduled trading day immediately preceding the applicable maturity date regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, either cash, shares of common stock or a combination of cash and shares of common stock, at its election.

The conversion price for each series of Notes will be subject to adjustment if certain events occur. In addition, following certain corporate events that may occur prior to the applicable maturity date or following the Company’s issuance of a notice of redemption for a series of Notes, the Company may be required to increase the conversion rate for the holder of the Notes of such series who elect to convert such Notes in connection with such corporate event or during the related redemption period in certain circumstances. Additionally, upon the occurrence of a corporate event that constitutes a “fundamental change” pursuant to the applicable Indenture, holders of the applicable series of Notes may require the Company to repurchase for cash all or a portion of such Notes at a repurchase price equal to 100% of the principal amount of the Notes of such series to be redeemed plus accrued and unpaid interest (or special interest, if any, in the case of the 2032 Notes) to, but excluding, the fundamental change repurchase date.

The Company accounted for the issuance of each series of the Notes as a single liability at par as the conversion feature of each series of Notes does not require bifurcation as a derivative under ASC 815 and the Notes were not issued at a substantial premium. Debt issuance costs related to the 2026 Notes, 2029 Notes, 2030 Notes and 2032 Notes totaled $15.7 million, $10.4 million, $11.8 million, and $14.4 million respectively, which are amortized to interest expense under the effective interest method over the contractual term. The effective interest rate of the 2026 Notes, 2029 Notes, 2030 Notes and 2032 Notes is 0.7%, 2.5%, 1.4%, and 0.3% respectively.

The Company recorded an immaterial amount of coupon interest expense and an immaterial amount of amortization of debt issuance costs related to the Notes for all periods presented. These amounts were presented within other income, net for the three months ended March 31, 2025 and within interest expense for the three months ended March 31, 2026 in the condensed consolidated statements of operations and comprehensive loss. Accrued interest expenses related to the Notes were immaterial and $6.2 million as of December 31, 2025 and March 31, 2026, respectively.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

The following table presents the components of the Notes as of December 31, 2025 and March 31, 2026:


	December 31, 2025								March 31, 2026
	Principal Amount		Unamortized Debt Discount		Net Carrying Amount		Fair Value		Principal Amount		Unamortized Debt Discount		Net Carrying Amount		Fair Value
2026 Notes	$	66,544	$	(209)	$	66,335	$	63,958	$	66,544	$	(132)	$	66,412	$	65,038
2029 Notes	431,250		(7,933)		423,317		566,500		431,250		(7,427)		423,823		421,465
2030 Notes	500,000		(9,643)		490,357		461,614		500,000		(9,164)		490,836		364,090
2032 Notes	690,000		(13,613)		676,387		573,687		690,000		(13,063)		676,937		448,224
Total	$	1,687,794	$	(31,398)	$	1,656,396	$	1,665,759	$	1,687,794	$	(29,786)	$	1,658,008	$	1,298,817

The estimated fair value represents Level 2 valuations in the fair value hierarchy and was determined based on the estimated or actual bids and offers of the Notes in an over-the-counter market.

Capped Call Transactions

In connection with the issuance of the 2026 Notes, the 2029 Notes, and the 2032 Notes, the Company entered into separate privately negotiated capped call instruments with certain financial institutions (the “2026 Capped Calls,” with respect to the 2026 Notes, the “2029 Capped Calls,” with respect to the 2029 Notes, the “2032 Capped Calls,” with respect to the 2032 Notes, and the 2026 Capped Calls together with the 2029 Capped Calls and the 2032 Capped Calls, the “Capped Calls”).

The Capped Calls are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the 2026 Notes, 2029 Notes and 2032 Notes, as applicable, and/or offset any cash payments the Company is required to make in excess of the principal amount of such converted 2026 Notes, 2029 Notes, and 2032 Notes as the case may be, in the event the market price per share of the Company’s common stock, as measured under the terms of the Capped Calls, is greater than the strike price of the Capped Calls, with such reduction and/or offset subject to a cap. If, however, the market price per share of the common stock, as measured under the terms of the Capped Calls, exceeds the cap price of the Capped Calls, there would be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price per share of the Company’s common stock exceeds the cap price of the Capped Calls.

The following table sets forth other key terms for the Capped Calls related to each series of Notes:


	Initial Strike Price per Share, Subject to Certain Adjustments	Initial Cap Price per Share, Subject to Certain Adjustments	Shares of Common Stock Covered, Subject to Anti-Dilution Adjustments (in millions)	Final Expiration Date
2026 Capped Calls	$285.26	$400.36	0.2	August 15, 2026
2029 Capped Calls	$45.66	$70.24	9.4	September 27, 2029
2032 Capped Calls	$82.50	$126.92	8.4	February 15, 2032

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

The Capped Calls were determined to be freestanding financial instruments that meet the criteria for classification in equity; as such, the Capped Calls were recorded as a reduction of additional paid-in capital within stockholders’ equity.

In the third quarter of 2024 and 2025, in connection with the partial repurchases of the 2026 Notes described above, the Company entered into agreements to terminate portions of the 2026 Capped Calls corresponding to the aggregate principal amounts of the 2026 Notes repurchased. As a result of these partial terminations, the Company received immaterial cash payments which were recorded as an increase to additional paid-in capital within stockholders’ equity.

9. Stockholders' Equity

Common Stock Reserved for Future Issuance

In December 2020, the Company's amended and restated certificate of incorporation became effective, which authorizes the issuance of 700,000,000 shares of common stock with a par value of $0.0001 per share. Shares of common stock reserved for issuance, on an as-converted basis, are as follows:


	December 31, 2025	March 31, 2026
Options issued and outstanding	9,204,983	9,220,829
Restricted stock units outstanding	2,276,156	4,743,205
Performance-based restricted stock units outstanding	—	1,726,737
Shares available for future issuance under 2020 plan	10,922,232	7,469,133
Shares available for issuance under employee stock purchase plan	4,140,207	4,943,276
Total	26,543,578	28,103,180

Share Repurchase Program

In February 2022, the Board of Directors authorized the Company to purchase up to $400.0 million of common stock of the Company. The Company may repurchase shares from time to time through open market purchases, in privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1. The repurchase program does not obligate the Company to acquire any particular amount of its common stock, and may be suspended or terminated by the Company at any time at its discretion without prior notice.

The Company records share repurchases on the settlement date. Repurchased shares are subsequently retired and returned to the status of authorized but unissued. The Company’s policy for share retirements is to allocate the excess between par value and the repurchase price, including costs and fees, to additional paid-in capital. During the three months ended March 31, 2026, the Company repurchased, and subsequently retired, 3.2 million shares of common stock for $100.1 million at an average cost of $31.31 per share. As of March 31, 2026, $122.1 million remains available for future purchases of our common stock under the share repurchase program.

At-the-Market Program

On February 14, 2025, in connection with the commencement of an “at the market” offering program, the Company entered into a Sales Agreement, under which the Company may offer and sell, from time to time, up to an aggregate of $500.0 million of its common stock. The Company will pay a commission of up to 2% of the gross

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

proceeds of shares sold, if any, under the Sales Agreement and intends to use the net proceeds from sales for working capital and general corporate purposes. As of March 31, 2026, no shares were issued under the program.

Equity Incentive Plans

The 2020 Equity Incentive Plan authorizes grants of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), and performance-based restricted stock units (“PRSUs”) to eligible participants.

Stock Options

The following table summarizes stock option activity for the three months ended March 31, 2026:


	Number of Options	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Balances at December 31, 2025	9,204,983	$	23.11	5.3	$	247,040

Options granted	134,675	27.23
Options exercised	(88,685)	7.08
Options cancelled and forfeited	(30,144)	25.44
Balances at March 31, 2026	9,220,829	23.32		5.2	103,883
Options exercisable – March 31, 2026	7,399,833	20.18		4.4	98,214
Options vested and expected to vest – March 31, 2026	9,207,104	$	23.30	5.2	$	103,880

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the fair value of the Company’s stock as of March 31, 2026. The aggregate intrinsic value of options exercised for the three months ended March 31, 2025 and 2026 was $37.9 million and $2.4 million respectively. The weighted-average grant date fair value of options granted during the three months ended March 31, 2025 and 2026 was $35.74 and $16.38 per share, respectively. The total fair value of options vested for the three months ended March 31, 2025 and 2026 was $6.5 million and $4.9 million, respectively.

As of March 31, 2026, total unrecognized stock-based compensation expense related to unvested stock options was $30.9 million, which is expected to be recognized over a remaining weighted-average period of 1.7 years.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Restricted Stock Units

The Company grants RSUs to employees and non-employees. RSUs vest upon satisfaction of a service-based condition, which is generally satisfied over one to four years. The following table summarizes RSU activity for the three months ended March 31, 2026:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2025	2,276,156	$	47.43
RSUs granted	3,202,172	27.45
RSUs vested	(602,976)	52.16
RSUs cancelled and forfeited	(132,147)	34.10
Unvested at March 31, 2026	4,743,205	$	33.63

As of March 31, 2026, total unrecognized stock-based compensation expense related to outstanding unvested RSUs was $131.6 million, which is expected to be recognized over a remaining weighted-average period of 1.4 years.

Performance-based Restricted Stock Units

During the three months ended March 31, 2026, the Company granted PRSUs to certain executives. The awards are subject to both performance and service-based vesting conditions and the number of shares that may be earned at the end of the four year performance period is based on applicable market-based performance targets with potential adjustment based on financial performance metrics. The expense is recognized on a straight-line basis over the requisite service period.

The following table summarizes PRSU activity for the three months ended March 31, 2026:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2025	—	$	—
PRSUs granted	1,726,737	56.20


Unvested at March 31, 2026	1,726,737	$	56.20

As of March 31, 2026, total unrecognized stock-based compensation expense related to outstanding unvested PRSUs was $95.1 million, which is expected to be recognized over a remaining weighted-average period of 3.9 years.

2020 Employee Stock Purchase Plan

Our employee stock purchase plan (“ESPP”) provides for consecutive six-month offering periods. The offering periods are scheduled to start on the first trading day on or after February 15 and August 15 of each year. The ESPP permits participants to purchase shares in the amount of 85% of the lower of the fair market value of our shares of common stock on the first trading day of the offering period or on the exercise date. During the three months ended March 31, 2026, 177,378 shares of common stock were purchased under the ESPP.

As of March 31, 2026, total unrecognized stock-based compensation expense related to the ESPP was immaterial.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Fair Value of Awards Granted

In determining the fair value of stock-based awards, the Company uses a Black-Scholes option-pricing model for its options granted and ESPP purchase rights and a Monte Carlo simulation model for its PRSUs. The inputs used for estimating the fair values of options, ESPP purchase rights and PRSUs granted during the period include:

Fair Value of Common Stock–The fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its common stock, which is traded on the Nasdaq Global Select Market.

Expected Term–The expected term represents the period that the Company’s stock options and ESPP purchase rights are expected to be outstanding. We estimate the expected term for stock options based on the simplified method, which is the weighted-average time to vesting and the contractual maturity. For ESPP, the expected term represents the term from the first day of the offering period to the purchase date. For PRSUs, the expected term is the simulation term, the time period from the valuation date to the end of the performance measurement period.

Volatility–The Company estimates the expected volatility for stock options and PRSUs based on the weighted-average historical volatility of the Company’s common stock and the average volatility for comparable publicly-traded companies, over a period equal to the expected term. Previously, expected volatility was based solely on historical volatility of comparable publicly-traded peer companies. For ESPP, the expected volatility is estimated using historical volatility of the Company’s common stock over the expected term.

Risk-free Interest Rate–The risk-free interest rate assumption is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the award.

Dividends–The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock for the foreseeable future. Therefore, the Company uses an expected dividend yield of zero.

The following assumptions were used to estimate the fair value of options granted:

Three Months Ended March 31,

2025

2026

Expected term (in years)

5.2 – 7.0

5.2 – 5.7

Expected volatility

50.66% – 53.33%

65.70%

Risk-free interest rate

3.96% – 4.09%

3.51% – 3.62%

Dividend yield

—%

The following assumptions were used to estimate the fair value of ESPP purchase rights:


	Three Months Ended March 31,
		2025	2026
Expected term (in years)		0.5	0.5
Expected volatility		99.09%	71.86%
Risk-free interest rate		4.34%	3.59%
Dividend yield		—%	—%

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

The following assumptions were used to estimate the fair value of PRSUs granted:


						Three Months Ended March 31,
						2026
Expected term (in years)						3.9 – 4.0
Expected volatility						93.23% – 94.73%
Risk-free interest rate						3.42% – 3.82%
Dividend yield						—%

Stock-Based Compensation

The Company recorded stock-based compensation in the following expense categories in its condensed consolidated statements of operations and comprehensive loss for employees and non-employees:


	Three Months Ended March 31,
		2025		2026
Sales and marketing		$	2,703	$	3,026
Customer operations		1,646		1,895
Engineering and product development		14,552		18,754
General, administrative, and other		10,930		11,136
Total		$	29,831	$	34,811

10. Leases

The Company’s operating leases expire between 2026 and 2029 and are primarily for its corporate headquarters in San Mateo, California, as well as additional office space in Columbus, Ohio and Austin, Texas. Certain leases have rent abatement, escalating rent payment provisions, lease renewal options, and tenant allowances. Rent expense is recognized on a straight-line basis over the non-cancelable lease term, except when it is reasonably certain that the renewal option will be exercised.

During the year ended December 31, 2025, the Company amended its operating lease for its San Mateo office space, which revised the remaining lease term and future lease payments. The amendment resulted in a remeasurement of the related operating lease liability and a corresponding adjustment to the right-of-use asset, reducing both balances by $15.4 million.

Future minimum lease payments are as follows:


	March 31, 2026

Remaining 2026	$	6,647
2027	5,558
2028	4,441
2029	2,990

Total undiscounted lease payments	19,636

Less: Present value adjustment	(2,088)
Operating lease liabilities	$	17,548

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

As of March 31, 2026, the Company had entered into leases that have not yet commenced with total future lease payments of approximately $66.2 million. These leases are expected to commence during fiscal year 2026, with initial lease terms ranging from 8 to 11 years.

The Company had no finance lease expense during the three months ended March 31, 2025 and 2026. The Company’s operating lease expense consists of rent and variable lease payments. Variable lease payments such as common area maintenance and parking fees, were included in operating expenses. Rent expense for the Company’s short-term leases was immaterial during the periods presented. The Company had immaterial sublease income during the three months ended March 31, 2025 and 2026.

Operating lease expense was as follows:


	Three Months Ended March 31,
		2025		2026
Rent expense		$	3,571	$	3,194
Variable lease payments		$	960	$	1,081

Supplemental cash flow and non-cash information related to the Company’s operating leases was as follows:


	Three Months Ended March 31,
		2025		2026
Cash paid for amounts included in the measurement of lease liabilities		$	3,612	$	3,960

Supplemental balance sheet information related to the Company’s operating leases was as follows:



	December 31, 2025	March 31, 2026
Weighted-average remaining lease term (in years)	2.70	2.74
Weighted-average discount rate	7.13%	7.37%

11. Commitments and Contingencies

Commitments

The Company has loan purchase obligations under the Company’s loan agreements with certain lending partners. These lending partners retain ownership of the loans facilitated through Upstart’s platform for three days or longer (the “holding period”) after origination, as required under the respective agreements. The Company has committed to purchase the loans at the conclusion of the required holding period. As of December 31, 2025 and March 31, 2026, the total loan purchase commitment included outstanding principal balance of $116.9 million and $120.7 million, respectively.

The Company has commitments to fund future advances on HELOCs. As of December 31, 2025 and March 31, 2026, these commitments were $18.0 million and $21.6 million, respectively, however, since these commitments could expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

Contingencies

Accounting for contingencies requires the Company to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. The Company records a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company discloses material contingencies when it believes a loss is not probable but reasonably possible and may voluntarily provide information on additional contingencies.

From time to time the Company is subject to, and it is presently involved in, various litigation and legal proceedings arising from the ordinary course of business activities, the outcome of which the Company cannot reasonably determine. Other than the class actions and derivative actions described below, the Company does not believe that it is presently a party to any litigation of which the outcome would individually, or taken together, have a material adverse effect on our business, operating results, cash flows, or financial condition. As of December 31, 2025 and March 31, 2026, immaterial loss contingencies were recorded in connection with legal proceedings.

Indemnifications

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, directors, officers and other parties with respect to certain matters. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material adverse effect on the Company’s condensed consolidated financial statements.

Repurchases

Under the terms of our agreements with lending partners and institutional investors, as well as in agreements with investors in securitizations and pass-through certificate transactions, the Company may, in certain circumstances, become obligated to repurchase loans from or indemnify such lending partners and institutional investors. Generally, these circumstances include the occurrence of verifiable identity theft, the failure of sold loans to meet the terms of certain loan-level representations and warranties that speak as of the time of origination or sale, the failure to comply with other contractual terms with lending partners and institutional investors, or a violation of the applicable federal, state, or local lending laws.

The maximum potential amount of future payments associated with any repurchase or indemnification obligation is the outstanding balances of the loans held by lending partners and institutional investors, which as of December 31, 2025 and March 31, 2026, was $14,290.4 million and $15,330.5 million, respectively. Actual payments made relating to the Company’s repurchase and indemnification obligations were immaterial and $13.0 million for the three months ended March 31, 2025 and 2026, respectively.

The Company did not have material contingent liabilities related to future loan repurchase obligations as of December 31, 2025 and March 31, 2026. These amounts are included in accrued expenses and other liabilities on the Company’s condensed consolidated balance sheets.

Legal

On July 26, 2022, a lawsuit was filed in United States District Court, Southern District of Ohio, captioned Crain v. Upstart Holdings, Inc. et al., Case No. 2:22-cv-02935-ALM-EPD (S.D. Ohio) against the Company, the Company’s Chief Executive Officer, and Chief Financial Officer, alleging that the defendants made false and/or misleading statements or omissions about the Company’s business, operations, and prospects in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 10b-5 promulgated

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

thereunder, as well as Section 20(a) of the Exchange Act. The Crain lawsuit claims unspecified damages and legal fees. On August 16, 2022, the court appointed a lead plaintiff and approved lead counsel in the Crain action. On December 5, 2022, the lead plaintiff filed a consolidated amended complaint, which names the same defendants as the previous complaint, along with two Company executives, as well as Third Point LLC and its CEO and Third Point Ventures LLC and its managing partner (also a former Upstart board member). The consolidated amended complaint brings the same claims as the previous complaint but adds a claim under Section 20A of the Exchange Act. On February 24, 2023, the defendants filed motions to dismiss the consolidated amended complaint. On September 29, 2023, the Court issued an order, granting in part and denying in part the Upstart defendants’ motion, and granting the motion filed by Third Point LLC and its CEO and Third Point Ventures LLC. On November 7, 2023, the Upstart defendants filed a motion for reconsideration, which the Court denied on August 5, 2024. On February 2, 2024, Lead Plaintiff, Universal-Investment-Gesellschaft mbH, and plaintiffs, Kathy Brooks and Kevin Crain, filed a motion for an order to certify this matter, now captioned In re Upstart Holdings Securities Litigation, as a class action, appoint themselves as class representatives, and approve their selection of Motley Rice LLC and Robbins Geller Rudman & Dowd LLP as co-class counsel, which motion the Court granted on March 27, 2025. On December 6, 2024, plaintiffs filed a motion for leave to file a first amended complaint, which motion the Court granted on September 29, 2025. The first amended complaint adds back as defendants Third Point LLC and its CEO and Third Point Ventures LLC. On November 14, 2025, Third Point LLC, its CEO, Third Point Ventures LLC, and its managing partner moved to dismiss the claims asserted against them in the first amended complaint, which motion plaintiffs opposed on January 8, 2026. On January 29, 2026, Third Point LLC, its CEO, Third Point Ventures LLC, and its managing partner filed a reply in support of their motion to dismiss. No hearing has been set on the motion to dismiss. The Company believes the remaining claims in the action are without merit and intends to defend itself vigorously.

On July 28, 2022, a derivative lawsuit was filed in United States District Court, Southern District of Ohio, captioned OConnor v. Huber et al., Case No. 2:22-cv-02961-EAS-KAJ (S.D. Ohio). The OConnor action includes allegations similar to those in the Crain complaint, and names as defendants each of the Company’s current board members and its Chief Financial Officer. The Company is named as a nominal defendant. The OConnor action includes claims for violation of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and waste of corporate assets. The OConnor action seeks unspecified monetary damages and an accounting from the individual defendants. The OConnor action also seeks unspecified corporate governance and internal procedure modifications, punitive damages, and legal fees.

On October 7, 2022, a second derivative lawsuit was filed in United States District Court, Southern District of Ohio, captioned Chung v. Huber et al., No. 2:22-cv-03620-MHW-CMV (S.D. Ohio). The Chung action includes allegations similar to those in the OConnor complaint, and names as defendants each of the Company’s current board members, a former board member, and its Chief Financial Officer. The Company is named as a nominal defendant. The Chung action includes claims for violation of Section 10(b), 14(a), and 21D of the Exchange Act, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. The Chung action seeks unspecified monetary damages, restitution, and attorney’s fees and costs from the individual defendants. It also seeks corporate governance and internal procedure modifications.

On December 12, 2022, in response to a joint motion by the parties, the Court consolidated the OConnor and Chung matters, appointed co-lead counsel, and stayed the consolidated case until resolution of the related securities class action. On April 24, 2024, the plaintiffs in the consolidated action filed an amended complaint. The amended complaint includes allegations similar to those in the initial complaint in the OConnor action, and names the same defendants as the initial complaint, along with an additional Company executive and another former board member. The amended complaint brings the same claims as the initial complaint in the OConnor action but adds claims under Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, for contribution under Sections 10(b) and 21D of the Exchange Act, and for abuse of control and gross mismanagement. The amended complaint seeks similar relief to that sought in the initial complaint in the OConnor action. The matter remains stayed until resolution of the class action.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

On February 3, 2023, a third derivative lawsuit was filed, in the United States District Court, District of Delaware, captioned Hsu v. Girouard, et al., 1:23-cv-00132-UNA (D. Del.). The Hsu action includes allegations similar to those in the consolidated derivative matter pending in Ohio, and names as defendants each of the Company’s current board members, a former board member, and its Chief Financial Officer. The Company is named as a nominal defendant. The Hsu action includes claims for violation of Section 14(a) of the Exchange Act as well as breach of fiduciary duties, and seeks unspecified monetary damages, restitution, and attorney’s fees and costs from the individual defendants. It also seeks corporate governance and internal procedure modifications. On February 16, 2023, in response to a joint stipulation and proposed order submitted by the parties, the Court stayed the Hsu action until resolution of the related securities class action.

On March 8, 2023, a fourth derivative lawsuit was filed, in the United States District Court, District of Delaware, captioned Sornchai et al. v. Girouard, et al., 1:23-cv-00253-MN (D. Del). The Sornchai action includes allegations similar to those in the consolidated derivative matter pending in Ohio, and names as defendants each of the Company’s current board members, a former board member, its Chief Financial Officer, and a Company executive. The Company is named as a nominal defendant. The Sornchai action includes claims for violations of Sections 10(b), 14(a) and 21D of the Exchange Act, breach of fiduciary duties, breach of fiduciary duty through misappropriation of material non-public information, and unjust enrichment, and seeks unspecified monetary damages, restitution, and attorney’s fees and costs from the individual defendants. It also seeks corporate governance and internal procedure modifications. On March 24, 2023, in response to a joint stipulation and proposed order submitted by the parties, the Court stayed the Sornchai action until resolution of the related securities class action.

On April 5, 2023, a fifth derivative lawsuit was filed, in the Court of Chancery of the State of Delaware, captioned Okhai v. Girouard, et al., C.A. No. 2023-0401-BWD (Del. Ch.). The Okhai action includes allegations similar to those in the consolidated derivative matter pending in Ohio, and names as defendants the Company’s current board members, two former board members, its Chief Financial Officer, and two current or former Company executives, as well as Third Point LLC and Third Point Ventures LLC. The Okhai action includes claims for breach of fiduciary, aiding and abetting such alleged breaches, and unjust enrichment, and seeks equitable and/or injunctive relief, restitution, and attorney’s fees and costs from the individual defendants. On August 3, 2023, in response to a motion to stay by the defendants in the Okhai action, the Court stayed the Okhai action until resolution of the motion to dismiss in the related securities class action. Following the issuance of the September 29, 2023 order on the motion to dismiss in the related securities class action, on November 16, 2023, in response to a joint stipulation and proposed order submitted by the parties, the Court stayed the Okhai action until resolution of the motion for reconsideration of the September 29, 2023 order on the motion to dismiss in the related securities class action. Following denial of the motion for reconsideration in the related securities class action, the parties in the Okhai action finished briefing and argued the defendants’ motion to continue the stay. On October 24, 2024, the Court continued the stay until February 1, 2025. On January 31, 2025, the parties submitted to the Court a proposed schedule for briefing Defendants’ motion to continue the stay. On April 11, 2025, in response to a joint stipulation and proposed order submitted by the parties, the Court ordered that the case remain stayed pending plaintiffs filing a consolidated amended complaint on or before May 7, 2025, after which Defendants filed a renewed motion to stay. Subsequent developments are discussed below.

On October 13, 2023, a sixth derivative lawsuit was filed, in the Court of Chancery of the State of Delaware, captioned Romanyshyn v. Girouard, et al., C.A. No. 2023-1029-BWD (Del. Ch.). The Romanyshyn action includes allegations similar to those in the consolidated derivative matter pending in Ohio, and names as defendants current and former directors and Company executives, as well as Third Point LLC and its CEO, and Third Point Ventures LLC. The Romanyshyn action includes claims for breach of fiduciary, and seeks unspecified monetary damages, restitution, and attorney’s fees and costs from the individual defendants. It also seeks corporate governance and internal procedure modifications. On November 3, 2023, in response to a joint stipulation and proposed order submitted by the parties, the Court stayed the Romanyshyn action pending the outcome of the motion to stay in the related Okhai derivative action. Subsequent developments are discussed below.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

On October 24, 2023, a seventh derivative lawsuit was filed, in the Court of Chancery of the State of Delaware, captioned Agarwal v. Girouard, et al., C.A. No. 2023-1075-BWD (Del. Ch.). The Agarwal action includes allegations similar to those in the consolidated derivative matter pending in Ohio, and names as defendants current and former directors and Company executives, as well as Third Point LLC and its CEO, and Third Point Ventures LLC. The Agarwal action includes claims for breach of fiduciary, and seeks unspecified monetary damages, restitution, and attorney’s fees and costs from the individual defendants. It also seeks corporate governance and internal procedure modifications. On November 3, 2023, in response to a joint stipulation and proposed order submitted by the parties, the Court stayed the Agarwal action pending the outcome of the motion to stay in the related Okhai derivative action. Subsequent developments are discussed below.

On November 22, 2024, in response to a joint stipulation and proposed order submitted by the parties, the Court consolidated the Okhai, Romanyshyn, and Agarwal matters under the consolidated caption In re Upstart Holdings, Inc. Derivative Litigation, Consolidated C.A. No. 2023-0401-BWD and appointed co-lead plaintiffs and co-lead counsel. On May 7, 2025, the plaintiffs in the consolidated action filed a consolidated amended complaint. The consolidated amended complaint names as plaintiffs Evan Levitan and Charlie Romanyshyn and removes plaintiffs Okhai and Agarwal. The consolidated amended complaint includes allegations similar to those in the initial Okhai complaint and names the same defendants as the initial Okhai complaint, along with the CEO of Third Point LLC. The consolidated amended complaint brings the same claims as the initial Okhai complaint and seeks similar relief. On June 4, 2025, Defendants filed a renewed motion to stay, which motion the Court granted on August 25, 2025.

Given the uncertainty of litigation described above, the preliminary stage of the cases, and the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions.

12. Income Taxes

The Company’s effective tax rates for the three months ended March 31, 2025 and 2026, are as follows:


	Three Months Ended March 31,
	2025			2026
Provision for income taxes	$	29		$	84
Effective tax rate	(1.20)		%	(1.28)		%

The Company's tax provision and the resulting effective tax rate for interim periods are determined based upon its estimated annual effective tax rate adjusted for the effect of discrete items arising during the period. The increase in the Company's effective tax rate for the three months ended March 31, 2026, compared to the same periods in 2025, was primarily driven by an increase in the Company's state tax liabilities, despite maintaining a full valuation allowance. The effective tax rate differs from the U.S. statutory tax rate primarily due to the valuation allowance on the Company’s deferred tax assets as it is more likely than not that some or all of these deferred tax assets will not be realized.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

13. Net Income (Loss) Per Share

Basic net loss per common share is based on the weighted-average common shares outstanding during the relevant period. Diluted loss per share is based on the weighted-average common shares outstanding during the relevant period, adjusted for the dilutive effect of share-based awards and convertible debt.

For periods in which the Company reports net losses, basic and diluted net loss per share are the same because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.


	Three Months Ended March 31,
		2025		2026
Numerator:
Net loss attributable to common stockholders		$	(2,447)	$	(6,646)






Denominator:
Weighted-average common shares outstanding used to calculate net loss per share, basic		94,274,538		96,901,974





Weighted-average common shares outstanding used to calculate net loss per share, diluted		94,274,538		96,901,974

Net loss per share, basic		$	(0.03)	$	(0.07)
Net loss per share, diluted		$	(0.03)	$	(0.07)

The following securities were excluded from the computation of diluted net loss per share for the periods presented, due to their anti-dilutive effect:


	Three Months Ended March 31,
		2025	2026

Options to purchase common stock		10,122,309	9,220,829
Unvested RSUs		3,826,545	4,743,439
Unvested PRSUs		—	1,726,737
Purchase rights committed under the ESPP		66,056	139,312

Convertible senior notes		15,929,353	23,477,838

Total		29,944,263	39,308,155

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

14. Segment Information

The Company’s organization and management structure is designed to support development of different lending product offerings, which are grouped into three operating segments - Personal Lending (unsecured personal loans and small dollar loans), Auto Lending (auto refinance, auto retail loans, and auto secured personal loans(1)), and Other (HELOCs and other). These operating segments are separately managed and evaluated by the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer, who allocates resources and assesses performance at this level. The Company has determined that only one operating segment, Personal Lending, meets the definition of a reportable segment.

The Company generates all its revenue in the U.S. and a majority is earned in exchange for the use of the Company’s platform and for borrower referrals as well as for loan servicing activities provided to its lending partners and institutional investors. Refer to “Note 2. Revenue” for further information related to the Company's disaggregation of revenue from fees by type of service.

Contribution Profit is the primary measure of segment profit and loss reviewed by the CODM to assess business performance and strategy, prepare the Company’s annual operating budget and financial forecasts, and communicate with the Company’s Board of Directors concerning the Company’s financial performance. The significant segment expenses regularly reviewed by the CODM in evaluating Contribution Profit include borrower acquisition costs and borrower verification and servicing costs. To derive Contribution Profit, the Company subtracts the sum of borrower acquisition costs as well as borrower verification and servicing costs from revenue from fees, net.

The following table presents financial information, including Contribution Profit, for the Company’s Personal Lending segment:


	Three Months Ended March 31,
	2025		2026
Personal Lending
Revenue from fees, net	$	182,127	$	265,394
Borrower acquisition costs(2)	(45,141)		(80,379)
Borrower verification and servicing costs(3)	(29,274)		(36,581)
Contribution Profit for Personal Lending	$	107,712	$	148,434

_______

(1)Beginning in the third quarter of 2025, the Company reclassified auto secured personal loans from Personal Lending to Auto Lending operating segment. Prior period segment information reflects the change, which was immaterial to the Company’s condensed consolidated financial statements.

(2)Borrower acquisition costs consist of the Company’s sales and marketing expenses adjusted to exclude costs not directly attributable to attracting a new borrower, such as payroll-related expenses for the Company’s business development and marketing teams, as well as other operational, brand awareness and marketing activities. These costs do not include reorganization expenses.

(3)Borrower verification and servicing costs consist of payroll and other personnel-related expenses for personnel engaged in loan onboarding, verification and servicing, as well as servicing system costs. It excludes payroll and personnel-related expenses and stock-based compensation for certain members of the Company’s customer operations team whose work is not directly attributable to onboarding and servicing loans. These costs do not include reorganization expenses.

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Upstart Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(Unaudited)

The following table presents a reconciliation of total Contribution Profit to Net loss before income taxes:


	Three Months Ended March 31,
	2025		2026
Contribution Profit:
Personal Lending	$	107,712	$	148,434
Reconciling items:
Other Contribution Profit/(Loss)(1)	(5,340)		(11,160)
Sales and marketing, net of borrower acquisition costs(2)

Upstart Holdings, Inc. 10-Q