Form 8-K

8-K — Upstart Holdings, Inc.

Accession: 0001647639-26-000062

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0001647639

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — upst-20260804.htm (Primary)

EX-99.1 (upst991prq22026.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: upst-20260804.htm · Sequence: 1

upst-20260804

0001647639false00016476392026-08-042026-08-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

August 4, 2026

Date of Report (Date of earliest event reported)

Upstart Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39797

46-4332431

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

220 Park Road, Suite 500

Burlingame, CA 94010

(Address of principal executive offices, including zip code)

(833) 212-2461

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 4, 2026, Upstart Holdings, Inc. (“Upstart”) reported financial results for the fiscal quarter ended June 30, 2026. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by Upstart regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Upstart is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release issued by Upstart Holdings, Inc. dated August 4, 2026

104 Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Upstart Holdings, Inc.

Dated: August 4, 2026

By:

/s/ Andrea Blankmeyer

Andrea Blankmeyer

Chief Financial Officer

EX-99.1

Filename: upst991prq22026.htm · Sequence: 2

Document

Exhibit 99.1

Upstart Announces Second Quarter 2026 Results

BURLINGAME, Calif. – August 4, 2026 – Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced financial results for the quarter ended June 30, 2026. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings presentation and link to the webcast are available at ir.upstart.com.

“We came into this quarter with a clear plan, and we executed against it — re-accelerating growth in core personal loans, moving our secured products rapidly toward profitability, and funding that growth without adding equity capital. The results speak for themselves: originations up 50% year-over-year and we returned to GAAP profitability, with an all-time-high Contribution Profit,” said Paul Gu, Co-founder and CEO. “We've built a technology advantage that keeps compounding, and we've barely scratched the surface of the opportunity in front of us.”

Second Quarter 2026 Highlights

•Originations: $4.2 billion, up 50% year-over-year (“YoY”). 558,014 loans originated, up 50% YoY.

•Total Revenue: $365 million, up 42% YoY. Revenue from fees was $348 million, up 45% YoY.

•Income from Operations: $14.6 million, compared to $4.5 million in Q2 2025.

•Net Income: $16.5 million, up 195% YoY from $5.6 million in Q2 2025. Diluted net income per share was $0.16 compared with $0.05 in Q2 2025.

•Contribution Profit: All-time high of $193 million, up 37% YoY. Contribution Margin was 55%, versus 58% in Q2 2025.

•Adjusted EBITDA: $76.9 million, up 45% YoY from $53.1 million in Q2 2025. Adjusted EBITDA Margin was 21%, unchanged from Q2 2025.

Results by Product Category1

•Unsecured: Revenue from fees was $326 million, up 38% YoY. Contribution Profit of $201 million was up 36% YoY, while Contribution Margin was 62%, unchanged from Q2 2025 and up 6 percentage points from 56% in Q1 2026.

•Secured (Auto and Home): Combined Contribution Margin was negative 35%, improved from negative 176% in Q2 2025 and up 61 percentage points from negative 96% in Q1 2026.

Financial Outlook

For full-year 2026, Upstart continues to expect:

•Total Revenue of approximately $1.4 billion

◦Revenue From Fees of approximately $1.3 billion

•Adjusted EBITDA (Margin % of Total Revenue) of approximately $294 million (21%)

1 This disaggregation does not represent the Company’s operating segments under U.S. GAAP. While Unsecured Lending is a reportable segment, Secured Products include two operating segments, Auto Lending and Other.

Conference Call and Webcast Information

•Live Conference Call and Webcast at 1:30 p.m. PT on August 4, 2026. To access the call in the United States and Canada: 800-330-6710, conference code 7744842. To access the call outside of the United States and Canada: +1 312-471-1353, conference code 7744842. A webcast is available at ir.upstart.com.

•Event Replay: A webcast of the event will be archived for one year at ir.upstart.com.

About Upstart

Upstart (NASDAQ: UPST) is the leading AI lending marketplace, connecting millions of consumers to more than 100 banks and credit unions that leverage Upstart’s AI models and cloud applications to deliver superior credit products. With Upstart AI, lenders can approve more borrowers at lower rates while delivering the exceptional digital-first experience customers demand. More than 90% of loans are fully automated, with no human intervention by Upstart. Founded in 2012, Upstart’s platform includes personal loans, automotive loans, home equity lines of credit, and Upstart’s new Cash Line product, a revolving line of credit. Upstart is based in Burlingame, California.

Investors

Sonya Banerjee

ir@upstart.com

Press

Eric Smith

press@upstart.com

Forward-Looking Statements

This press release 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, including, but not limited to, statements regarding our outlook for the full-year of 2026 and beyond. These statements may include words such as “anticipate”, “becoming”, “believe”, “can have”, “continue”, “could”, “estimate”, “expect”, “intend”, “likely”, “look forward”, “may”, “ongoing,” “plan”, “potential”, “predict”, “project”, “should”, “target”, “will”, “would,” or the negative of these terms or other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events that do not relate strictly to historical or current facts. Forward-looking statements give our current expectations and projections relating to our financial condition; macroeconomic factors; plans; objectives; product development; growth opportunities and the sustainability of our business and market position; assumptions; risks; future performance; business; investments; and results of operations, including revenue (including revenue from fees and net interest income (loss)), contribution margin, net income (loss), Adjusted EBITDA, basic weighted-average share count, and diluted weighted-average share count. Forward-looking statements are based on information available at the time those statements are made or management’s good faith beliefs and assumptions as of that time with respect to future events, including assumptions regarding macroeconomic conditions, credit performance, funding availability, and competitive dynamics, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in, or suggested by, the forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results. Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

More information about factors that could affect our results of operations and risks and uncertainties are provided in our public filings with the Securities and Exchange Commission (the “SEC”), including “Risk Factors” in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which may be obtained by visiting our investor relations website at ir.upstart.com or the SEC’s website at www.sec.gov. These risks and uncertainties include, but are not limited to, our ability to manage the adverse effects of macroeconomic conditions and disruptions in the banking sector and credit markets, including inflation and related changes in interest rates and

monetary policy; our ability to access sufficient loan funding, including through securitizations, committed capital and other co-investment arrangements, whole loan sales, and warehouse credit facilities; the effectiveness of our credit decisioning models and risk management efforts, including reflecting the impact of macroeconomic conditions on borrowers' credit risk; our ability to retain existing, and attract new, lending partners; our future growth prospects and financial performance; our ability to manage risks associated with the loans on our balance sheet; our ability to improve and expand our platform and products; and our ability to operate successfully in a highly-regulated industry. Moreover, we operate in very competitive and rapidly changing environments, and new risks may emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Additional information will be available in other future reports that we file with the SEC from time to time, which could cause actual results to vary from expectations.

Key Operating Metrics and Non-GAAP Financial Measures

Beginning in the second quarter of 2026, we refer to the metrics “Transaction Volume, Dollars” and “Transaction Volume, Number of Loans” as “Originations, Dollars” and “Originations, Number of Loans,” respectively, to reflect management’s internal terminology. We define Originations, Dollars as the aggregate of: (i) the total principal of loan originations for personal loans, small dollar loans, and auto loans, (ii) committed amounts for HELOCs, and (iii) drawn amounts for unsecured revolving credit lines (Cash Line), in each case facilitated on our marketplace during the periods presented. We define Originations, Number of Loans as the total number of such originations, commitments, and draws, as applicable, facilitated on our marketplace during the periods presented. We believe these metrics are good proxies for our overall scale and reach as a marketplace.

We define Conversion Rate as the Originations, Number of Loans in a period divided by the total number of rate inquiries received that we estimate to be legitimate, which we record when a borrower actively requests a loan offer on our platform. We track this metric to understand the impact of improvements to the efficiency of our borrower funnel on our overall growth. Cash Line is excluded because those borrowers may make multiple draws after the line has been initially approved, and those subsequent draws do not represent additional conversions.

We define Percentage of Loans Fully Automated as the total number of loans in a given period originated end-to-end with no human involvement required by the Company divided by the Originations, Number of Loans in the same period. Cash Line is excluded because those borrowers may make multiple draws after the line has been initially approved, and those subsequent draws do not represent additional automation. Under this definition, “originated end-to-end” means (i) from initial rate request to final funding for personal loans, including small dollar loans, and (ii) from initial rate request to loan approval for auto loans and HELOCs, due to certain jurisdictions’ local requirements and external dependencies that require human action prior to funding.

To derive Contribution Profit, we subtract the sum of borrower acquisition costs as well as borrower verification and servicing costs from revenue from fees, net. To calculate Contribution Margin we divide Contribution Profit by revenue from fees, net.

We calculate Adjusted EBITDA as net income (loss) adjusted to exclude stock-based compensation expense and certain payroll tax expenses, depreciation and amortization, expense on convertible notes, provision for income taxes, gain on debt extinguishment, net gain on lease modification and reorganization expenses, as applicable. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue. Adjusted EBITDA and Adjusted EBITDA Margin include interest expense from corporate debt and warehouse credit facilities which is incurred in the course of earning corresponding interest income.

Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release are included below. Upstart has not reconciled the forward-looking non-GAAP measures to comparable forward-looking GAAP measures because of the potential variability and uncertainty of incurring these costs and expenses in the future. Accordingly, a reconciliation is not available without unreasonable effort.

Upstart Holdings, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

December 31, June 30,

2025 2026

Assets

Cash and cash equivalents $ 652,388 $ 455,957

Restricted cash 404,624 526,320

Loans (at fair value)(1)

984,552 1,064,239

Property, equipment, and software, net 44,174 49,421

Operating lease right of use assets 16,410 18,783

Beneficial interest assets (at fair value) 396,216 545,938

Line of credit receivable (at fair value) 112,742 111,772

Notes receivable and residual certificates (at fair value) 97,416 120,375

Non-marketable equity securities 41,250 41,000

Goodwill 67,062 67,062

Other assets (includes $41,166 and $54,946 at fair value as of December 31, 2025 and June 30, 2026, respectively)

157,971 170,406

Total assets $ 2,974,805 $ 3,171,273

Liabilities and Stockholders’ Equity

Liabilities:

Payable to investors $ 107,659 $ 145,208

Borrowings 1,829,145 2,003,129

Payable to securitization note holders (at fair value) 46,542 32,122

Accrued expenses and other liabilities (includes $15,219 and $24,967 at fair value as of December 31, 2025 and June 30, 2026, respectively)

171,495 170,974

Operating lease liabilities 21,149 22,352

Total liabilities 2,175,990 2,373,785

Stockholders’ equity:

Common stock, $0.0001 par value; 700,000,000 shares authorized; 98,033,361 and 97,306,813 shares issued and outstanding as of December 31, 2025 and June 30, 2026, respectively

10 10

Additional paid-in capital 1,156,361 1,145,141

Accumulated deficit (357,556) (347,663)

Total stockholders’ equity 798,815 797,488

Total liabilities and stockholders’ equity $ 2,974,805 $ 3,171,273

__________

(1)Includes $53.8 million and $36.3 million of loans, at fair value, contributed as collateral for the consolidated securitization as of December 31, 2025 and June 30, 2026, respectively.

Upstart Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income

(In thousands, except share and per share data)

(Unaudited)

Three Months Ended

June 30, Six Months Ended

June 30,

2025 2026 2025 2026

Revenue:

Revenue from fees, net(1)

$ 240,777 $ 348,019 $ 426,252 $ 625,082

Interest income, interest expense, and fair value adjustments, net:

Interest income(3)

45,623 57,051 86,191 113,112

Interest expense(3)

(7,772) (12,531) (14,792) (22,901)

Fair value and other adjustments, net(4)

(21,337) (27,831) (26,989) (42,371)

Total interest income, interest expense, and fair value adjustments, net

16,514 16,689 44,410 47,840

Total revenue 257,291 364,708 470,662 672,922

Operating expenses:

Sales and marketing 73,105 114,512 132,075 218,967

Customer operations 46,246 61,319 86,747 116,414

Engineering and product development 68,825 93,860 126,663 173,972

General, administrative, and other 64,573 80,378 125,131 156,448

Total operating expenses 252,749 350,069 470,616 665,801

Income from operations 4,542 14,639 46 7,121

Other income, net 1,114 2,514 3,192 3,470

Net income before income taxes 5,656 17,153 3,238 10,591

Provision for income taxes 49 614 78 698

Net income $ 5,607 $ 16,539 $ 3,160 $ 9,893

Net income per share, basic $ 0.06 $ 0.17 $ 0.03 $ 0.10

Net income per share, diluted $ 0.05 $ 0.16 $ 0.03 $ 0.10

Weighted-average number of shares outstanding used in computing net income per share, basic 95,526,364 96,573,751 94,903,909 96,736,956

Weighted-average number of shares outstanding used in computing net income per share, diluted 102,852,284 109,720,846 103,177,583 101,414,541

__________

(1)The following table presents revenue from fees disaggregated by type of service for the periods presented:

Three Months Ended

June 30, Six Months Ended

June 30,

2025 2026 2025 2026

Revenue from fees, net:

Platform and referral fees, net $ 202,845 $ 284,066 $ 353,820 $ 508,684

Servicing and other fees, net 37,932 54,807 72,432 103,919

Loan sales fees(2)

— 9,146 — 12,479

Total revenue from fees, net $ 240,777 $ 348,019 $ 426,252 $ 625,082

Upstart Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income

(In thousands, except share and per share data)

(Unaudited)

(2)Represents fees we charge our third-party loan purchasers for facilitating certain forward-flow loan sales that are recognized as part of the sales proceeds received. Beginning in the second quarter of 2026, loan sales fees, which were previously included within servicing and other fees, net, are presented as a separate component of revenue from fees, net. Prior-period amounts have been reclassified to conform to the current-period presentation.

(3)For the three and six months ended June 30, 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” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 for details.

(4)The following table presents components of fair value and other adjustments, net for the periods presented as follows:

Three Months Ended

June 30, Six Months Ended

June 30,

2025 2026 2025 2026

Fair value and other adjustments, net:

Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net $ (18,878) $ (15,586) $ (40,204) $ (33,773)

Fair value adjustments and realized gains (losses) on beneficial interests, net (6,288) (8,407) 11,377 4,727

Realized gain (loss) on sale of loans, net 3,829 (3,838) 1,838 (13,325)

Total fair value and other adjustments, net $ (21,337) $ (27,831) $ (26,989) $ (42,371)

Upstart Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Six Months Ended

June 30,

2025 2026

Cash flows from operating activities

Net income $ 3,160 $ 9,893

Adjustments to reconcile net income to net cash used in operating activities

Change in fair value of loans (21,064) 74,118

Change in fair value of servicing assets 8,640 12,535

Change in fair value of servicing liabilities (623) (1,566)

Change in fair value of beneficial interest assets (23,484) (9,286)

Change in fair value of beneficial interest liabilities 12,107 4,559

Change in fair value of other financial instruments (2,384) (1,227)

Stock-based compensation 65,342 79,277

Gain on loan servicing rights, net (12,451) (20,844)

Depreciation and amortization 12,243 12,984

Loan premium amortization (19,176) (23,126)

Non-cash interest expense and other 3,003 8,217

Net changes in operating assets and liabilities:

Purchases and originations of loans held-for-sale (3,969,799) (6,049,875)

Proceeds from sale of loans held-for-sale 3,723,733 5,532,144

Principal payments received for loans held-for-sale 83,138 95,627

Principal payments received for loans held by consolidated securitization 19,933 15,142

Settlements of beneficial interest liabilities, net (11,664) 524

Proceeds from beneficial interest assets (derivatives) 806 10,536

Settlements of beneficial interest assets (derivatives) (1,023) (3,123)

Other assets 4,064 (5,083)

Operating lease liability and right-of-use asset (610) (1,170)

Accrued expenses and other liabilities (7,539) (10,185)

Net cash used in operating activities (133,648) (269,929)

Cash flows from investing activities

Purchases and originations of loans held-for-investment $ (377,940) $ (617,215)

Proceeds from sale of loans held-for-investment 20,247 435,726

Principal payments received for loans held-for-investment 129,941 158,019

Principal payments received for notes receivable and repayments of residual certificates 6,521 27,054

Acquisition and settlements of beneficial interest assets (hybrid instruments) (1,576) (3,197)

Proceeds from beneficial interest assets (hybrid instruments) 44,929 107,165

Issuance of line of credit receivable — (721)

Repayments of line of credit receivable — 1,369

Purchases of property and equipment (115) (4,808)

Capitalized software costs (10,410) (8,434)

Net cash provided by (used in) investing activities (188,403) 94,958

Upstart Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Six Months Ended

June 30,

2025 2026

Cash flows from financing activities

Proceeds from borrowings $ 176,356 $ 424,550

Payment of debt issuance costs to third parties (443) —

Repayments of borrowings (152,691) (253,833)

Principal payments made on securitization notes (22,021) (14,149)

Payable to investors

31,496 37,549

Net proceeds related to stock-based award activities 14,551 6,176

Repurchases of stock — (100,057)

Net cash provided by financing activities 47,248 100,236

Change in cash, cash equivalents and restricted cash (274,803) (74,735)

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 $ 701,460 $ 982,277

Upstart Holdings, Inc.

Key Operating and Non-GAAP Financial Metrics

(In thousands, except per share data and ratios, or as noted)

(Unaudited)

Three Months Ended

June 30, Six Months Ended

June 30,

2025 2026 2025 2026

Originations, Dollars(1)

$ 2,820,398 $ 4,227,174 $ 4,954,006 $ 7,672,316

Originations, Number of Loans(1)(2)

372,599 558,014 613,305 983,370

Conversion Rate(3)

21.0% 19.7% 19.4% 19.2%

Percentage of Loans Fully Automated 92% 91% 92% 91%

Contribution Profit $ 140,543 $ 193,131 $ 242,915 $ 330,405

Contribution Margin

58% 55% 57% 53%

Adjusted EBITDA $ 53,053 $ 76,905 $ 95,630 $ 117,374

Adjusted EBITDA Margin 21% 21% 20% 17%

__________

(1)“Originations, Dollars” and “Originations, Number of Loans” were previously referred to as “Transaction Volume, Dollars” and “Transaction Volume, Number of Loans,” respectively. See “Key Operating Metrics and Non-GAAP Financial Measures” above for additional information.

(2)Originations, Number of Loans is shown in ones for the periods presented.

(3)Beginning in the fourth quarter of 2025, we revised the definition and underlying calculation methodology of Conversion Rate. Prior period figures have been recast to conform to the new definition and methodology. For additional information regarding this change, see “Key Operating and Non-GAAP Financial Metrics” in our Annual Report on Form 10-K for the year ended December 31, 2025. In addition, we intend to discontinue reporting this metric beginning in the first quarter of 2027. See “Key Operating and Non-GAAP Financial Metrics” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 for additional information.

The following table provides disaggregated information for Originations, Dollars and Originations, Number of Loans for the periods presented:

Three Months Ended

June 30, Six Months Ended

June 30,

2025 2026 2025 2026

Originations, Dollars

Unsecured Lending(1)

$ 2,635,470 $ 3,638,446 $ 4,663,625 $ 6,677,530

Other(2)

184,928 588,728 290,381 994,786

Total $ 2,820,398 $ 4,227,174 $ 4,954,006 $ 7,672,316

Originations, Number of Loans(3)

Unsecured Lending(1)

366,423 535,191 603,624 946,045

Other(2)

6,176 22,823 9,681 37,325

Total 372,599 558,014 613,305 983,370

__________

(1)Refer to “Note 14. Segment Information” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 for additional information regarding our Unsecured Lending segment and related Contribution Profit.

(2)Includes Auto Lending and Other operating segments, which did not meet the separate reporting or aggregation criteria under GAAP.

(3)Originations, Number of Loans, is shown in ones for the periods presented.

Upstart Holdings, Inc.

Key Operating and Non-GAAP Financial Metrics

(In thousands, except per share data and ratios, or as noted)

(Unaudited)

The following table presents financial information, including Contribution Profit, for our Unsecured Lending segment:

Three Months Ended

June 30, Six Months Ended

June 30,

2025 2026 2025 2026

Unsecured Lending(1)

Revenue from fees, net $ 236,935 $ 326,301 $ 419,062 $ 591,695

Borrower acquisition costs(2)

(57,249) (84,712) (102,390) (165,091)

Borrower verification and servicing costs(3)

(32,366) (40,821) (61,640) (77,402)

Contribution Profit for Unsecured Lending $ 147,320 $ 200,768 $ 255,032 $ 349,202

__________

(1)Beginning in the second quarter of 2026, we renamed our Personal Lending operating segment to Unsecured Lending. The name change was administrative in nature and had no impact to the segment results or our condensed consolidated financial statements.

(2)Borrower acquisition costs consist of our sales and marketing expenses adjusted to exclude costs not directly attributable to attracting a new borrower, such as payroll-related expenses for our 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 our customer operations team whose work is not directly attributable to onboarding and servicing loans. These costs do not include reorganization expenses.

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

Three Months Ended

June 30, Six Months Ended

June 30,

2025 2026 2025 2026

Contribution Profit - Unsecured Lending $ 147,320 $ 200,768 $ 255,032 $ 349,202

Reconciling items:

Contribution Profit/(Loss) - Other Segments(1)

(6,777) (7,637) (12,117) (18,797)

Sales and marketing, net of borrower acquisition costs(2)

(12,170) (12,228) (22,578) (24,426)

Customer operations, net of borrower verification and servicing costs(3)

(6,947) (8,715) (12,907) (16,278)

Engineering and product development (68,825) (93,860) (126,663) (173,972)

General, administrative, and other (64,573) (80,378) (125,131) (156,448)

Interest income, interest expense, and fair value adjustments, net 16,514 16,689 44,410 47,840

Other income, net 1,114 2,514 3,192 3,470

Net income before income taxes $ 5,656 $ 17,153 $ 3,238 $ 10,591

__________

(1)Includes Auto Lending and Other operating segments, which did not meet the separate reporting or aggregation criteria under GAAP.

(2)Borrower acquisition costs were $60.9 million and $102.3 million for the three months ended June 30, 2025 and 2026, respectively, and were $109.5 million and $194.5 million for the six months ended June 30, 2025 and 2026, respectively. Borrower acquisition costs consist of sales and marketing expenses adjusted to exclude costs not directly attributable to attracting a new borrower, such as payroll-related expenses for our 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 were $39.3 million and $52.6 million for the three months ended June 30, 2025 and 2026, respectively, and were $73.8 million and $100.1 million for the six months ended June 30, 2025 and 2026, respectively. 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 our customer operations team whose work is not directly attributable to onboarding and servicing loans. These costs do not include reorganization expenses.

Upstart Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except per share data and ratios, or as noted)

(Unaudited)

Three Months Ended

June 30, Six Months Ended

June 30,

2025 2026 2025 2026

Revenue from fees, net $ 240,777 $ 348,019 $ 426,252 $ 625,082

Income from operations 4,542 14,639 46 7,121

Operating Margin 2 % 4 % 0 % 1 %

Sales and marketing, net of borrower acquisition costs(1)

$ 12,170 $ 12,228 $ 22,578 $ 24,426

Customer operations, net of borrower verification and servicing costs(2)

6,947 8,715 12,907 16,278

Engineering and product development 68,825 93,860 126,663 173,972

General, administrative, and other 64,573 80,378 125,131 156,448

Interest income, interest expense, and fair value adjustments, net (16,514) (16,689) (44,410) (47,840)

Contribution Profit $ 140,543 $ 193,131 $ 242,915 $ 330,405

Contribution Margin 58 % 55 % 57 % 53 %

__________

(1)Borrower acquisition costs were $60.9 million and $102.3 million for the three months ended June 30, 2025 and 2026, respectively, and were $109.5 million and $194.5 million for the six months ended June 30, 2025 and 2026, respectively. Borrower acquisition costs consist of our sales and marketing expenses adjusted to exclude costs not directly attributable to attracting a new borrower, such as payroll-related expenses for our business development and marketing teams, as well as other operational, brand awareness and marketing activities. These costs do not include reorganization expenses.

(2)Borrower verification and servicing costs were $39.3 million and $52.6 million for the three months ended June 30, 2025 and 2026, respectively, and were $73.8 million and $100.1 million for the six months ended June 30, 2025 and 2026, respectively. 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 our customer operations team whose work is not directly attributable to onboarding and servicing loans. These costs do not include reorganization expenses.

Upstart Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except per share data and ratios, or as noted)

(Unaudited)

Three Months Ended

June 30, Six Months Ended

June 30,

2025 2026 2025 2026

Total revenue $ 257,291 $ 364,708 $ 470,662 $ 672,922

Net income 5,607 16,539 3,160 9,893

Net Income Margin 2 % 5 % 1 % 1 %

Adjusted to exclude the following:

Stock-based compensation and certain payroll tax expenses(1)

$ 36,641 $ 45,881 $ 70,277 $ 81,993

Depreciation and amortization 5,843 7,126 12,243 12,984

Reorganization expenses — 1,678 — 1,678

Expense on convertible notes 4,913 5,067 9,872 10,128

Provision for income taxes 49 614 78 698

Adjusted EBITDA $ 53,053 $ 76,905 $ 95,630 $ 117,374

Adjusted EBITDA Margin 21 % 21 % 20 % 17 %

__________

(1)Payroll tax expenses include the employer payroll tax-related expense on employee stock transactions, as the amount is dependent on our stock price and other factors that are beyond our control and do not correlate to the operation of our business.

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