UPST — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-05

• Our dynamic marketplace allows us to serve borrowers across the credit spectrum. Loans issued through our marketplace are purchased by our network of institutional investors, retained or purchased by our lending partners, or in certain instances, held on our balance sheet. Out of the total principal…

• Institutional investors play an important role in our lending marketplace by providing capital for higher risk loans that may not be economically feasible for traditional banks and credit unions to hold. Today, more than 50% of the loan funding on our platform is through committed capital and other …

• We retain certain loans on our balance sheet for research and development purposes (“R&D Loans”), including to test and evaluate our AI models for newer products, to fill gaps in investor demand, and to aid in price discovery. As of March 31, 2026, 62% of loans held on our balance sheet were for R&D…

• An equal investment in all vintages of Upstart-powered personal loans (excluding small dollar loans) originated in the first quarter of 2024 through the fourth quarter of 2025 is currently expected to deliver annual returns in line with a blended target of approximately 11.3% after servicing fees. L…

• To respond to macroeconomic changes and provide relevant and up-to-date information to our lending partners, we introduced a new metric, the Upstart Macro Index (“UMI”), in 2023. As of March 31, 2026, UMI remained elevated, measured at approximately 1.38, meaning that current macroeconomic condition…

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• Our AI models are continuously upgraded, trained and refined - and have been for more than ten years. We believe the flywheel effects generated by our constantly improving AI models provide a significant competitive advantage both in terms of the increasing sophistication of our algorithms and the r…

• Our dynamic marketplace allows us to serve borrowers across the credit spectrum. Loans issued through our marketplace are purchased by our network of institutional investors, retained by our lending partners, or in certain instances are funded by Upstart’s balance sheet. Out of the total principal o…

• Institutional investors, including those often referred to as “private credit,” play an important role in our lending marketplace. They can provide capital for higher risk loans that may not be economically feasible for traditional banks and credit unions to hold. Today, more than 50% of the loan fu…

• We retain certain loans on our balance sheet for research and development purposes (“R&D Loans”), including to test and evaluate our AI models for newer products, to fill gaps in investor demand, and to aid in price discovery. As of September 30, 2025, 71% of loans held on our balance sheet were for…

• An equal investment in all vintages of Upstart-powered core personal loans originated in the third quarter of 2023 through the second quarter of 2025 is currently expected to deliver annual returns in line with a blended target of approximately 11.3% after servicing fees. At a more granular level, a…

Text added vs the prior filing · source: 10-Q · 2026-05-05

• As of December 31, 2025 and March 31, 2026, we held $1,057.0 million and $931.3 million, respectively, related to cash, cash equivalents and restricted cash in business checking accounts and interest-bearing deposit accounts as well as money market accounts at various financial institutions in the U…

• As of December 31, 2025 and March 31, 2026, $191.6 million and $190.2 million, respectively, of the Company’s cash was held by one of our institutional investors in relation to the line of credit receivable and beneficial interest asset. We mitigate our risk exposure through corporate guarantees pro…

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• loss if such counterparty were unable to meet its obligations to us. We manage this risk by selecting only counterparties that we believe to be financially strong, spreading the risk among multiple such counterparties, and placing contractual limits on the amount of dependence on any single counterp…

• As of December 31, 2024 and September 30, 2025, we held $976.3 million and $836.9 million, respectively, related to cash, cash equivalents and restricted cash in business checking accounts and interest-bearing deposit accounts as well as money market accounts at various financial institutions in the…

• As of December 31, 2024 and September 30, 2025, $137.4 million and $194.3 million, respectively, of the Company’s cash was held by one of our institutional investors in relation to the line of credit receivable and the beneficial interest asset. We mitigate our risk exposure through corporate guaran…

Text added vs the prior filing · source: 10-Q · 2026-05-05

• •Our loan funding and financing arrangements with lending partners, institutional investors, securitization programs, and warehouse credit and risk retention financing facilities expose us to certain risks, and if we fail to successfully manage such risks, our supply of capital may decrease or we ma…

• •If we are unable to continue to improve our artificial intelligence (“AI”) models or if our AI models are ineffective, including by failing to accurately or timely reflect changes in economic conditions on borrowers’ credit risk, our growth prospects, business, financial condition and results of op…

• •A limited number of lending partners account for a significant portion of loan originations and revenue on our marketplace, and our business depends on our ability to retain existing lending partners and attract new ones.

• •We have incurred net losses in the past, and we may not be able to sustain or achieve profitability in the future.

• •Our quarterly results may fluctuate significantly, which could adversely affect our business and the trading price of our common stock.

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• •If we are unable to continue to improve our AI models or if our AI models contain errors or are otherwise ineffective, our growth prospects, business, financial condition and results of operations would be adversely affected.

• •If our AI models do not accurately reflect the impact of economic conditions on borrowers’ credit risk in a timely manner, the performance of Upstart-powered loans may be worse than anticipated and our AI models may be perceived as ineffective.

• •If our existing lending partners cease or limit their participation in our marketplace or if we are unable to attract new lending partners to our marketplace, our business, financial condition and results of operations will be adversely affected.

• •We have a relatively limited operating history, which may result in increased risks, uncertainties, expenses and difficulties, and makes it difficult to evaluate our future prospects.

• •If we are unable to manage the risks associated with the Upstart Macro Index (UMI), which we introduced in 2023 and which does not have a long history or proven track record, our credibility, reputation, business, financial condition and results of operations could be adversely affected.

Text added vs the prior filing · source: 10-Q · 2026-05-05

• None of the Company’s other officers or directors adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or adopted, modified, or terminated a “non-Rule 10b5-1 trading arrangement” (as defined under Item 408(a) of Regulation S-K) during the quarter ended March 31, 2026.

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• Duration of the trading arrangement: Through December 31, 2026 or earlier if all transactions under the trading arrangement are completed

• Aggregate number of securities to be sold from time to time: up to 9,000 shares.

• Duration of the trading arrangement: Through December 3, 2026 or earlier if all transactions under the trading arrangement are completed

• Aggregate number of securities to be sold from time to time: up to 60,000 shares, including shares issuable upon the exercise of outstanding options upon reaching the pricing targets defined in the trading arrangement.