UPST — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-04

• achieve market fit, we no longer consider them as R&D. For example, during the quarter ended June 30, 2026, newly originated auto refinance, auto retail loans and HELOCs were no longer classified as R&D.

• We may also retain loans on our balance sheet for purposes unrelated to product development, including to bridge the timing between origination and sales of loans.

• An equal investment in all vintages of Upstart-powered personal loans originated in the second quarter of 2023 through the first quarter of 2026 is currently expected to deliver annual returns in line with a blended target of approximately 10.8% after servicing fees.

• To respond to macroeconomic changes and provide relevant and up-to-date information to our lending partners, we introduced a new metric, the UMI, in 2023. As of June 30, 2026, UMI remained elevated, measured at

• approximately 1.50, meaning that current macroeconomic conditions contributed an incremental risk of approximately 50% to the repayment performance of an Upstart-powered unsecured personal loan, compared to the baseline measurement of 1.0.

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

• 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…

• (3)Beginning in the fourth quarter of 2025, we revised the definition and underlying calculation methodology of Percentage of Loans Fully Automated. Prior periods have not been adjusted, as the impact was immaterial. For additional information regarding this change, see “Key Operating and Non-GAAP F…

• (4)Represents a non-GAAP financial measure. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of Non-GAAP Financial Measures” for further information.

• We define Transaction Volume, Dollars as the total principal of loan originations (or committed amounts for HELOCs) facilitated on our marketplace during the periods presented. We define Transaction Volume, Number of Loans as the number of loan originations (or commitments issued for HELOCs) facilit…

Text added vs the prior filing · source: 10-Q · 2026-08-04

• A significant portion of our loan funding from institutional investors comes from committed capital and other co-investment arrangements, which may include downside credit risk protection, subject to certain limits and conditions. Under these arrangements, we may be required to compensate investors …

• lending partners and/or institutional investors may contribute loans to such SPEs in exchange for cash and/or debt or equity interests.

• When we act as sole sponsor of securitizations, we are required under Regulation RR to retain a portion of the credit risk of the underlying loans for a specified period of time. We may finance some or all of these retained interests through risk retention financing facilities. If retained interests…

• unreliable, or if our access to key data sources is terminated or interrupted, our models may not perform as expected and our ability to evaluate credit risk or price loans may be adversely affected.

• performance have in the past and could in the future result in fewer borrowers being approved for loans on our platform.

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

• A significant portion of our loan funding from institutional investors comes from committed capital and other co-investment arrangements, which may include downside credit risk protection, subject to certain limits and conditions. Under these arrangements, we may be required to compensate investors …

• When we act as sole sponsor of securitizations, we are required under Regulation RR to retain a portion of the credit risk of the underlying loans for a specified period of time. We may finance some or all of these retained interests through risk retention financing facilities. If retained interests…

• Company Act of 1940, and the “Volcker Rule,” as well as changes in state licensing requirements, may limit the type or structure of securitizations we are able to complete, and failure to comply with applicable securitization laws or regulations could restrict our ability to access securitization ma…

• We use a combination of proprietary AI models and third-party tools to detect and prevent fraud by validating applicant-reported data and information obtained from third-party sources. However, these efforts may not be sufficient to identify all fraudulent activity. If fraud detection controls are i…

• to manage leadership transitions carefully, such changes may create uncertainty or present challenges related to continuity of our business, preservation of our culture, and our ability to attract and retain highly qualified personnel.

Text added vs the prior filing · source: 10-Q · 2026-08-04

• Name and title of officer: Andrea Blankmeyer, Chief Financial Officer

• Aggregate number of securities to be sold from time to time: up to 43,784 shares, including shares to be received upon the vesting of RSUs (including any RSU grants awarded during the duration of the trading arrangement), net of shares withheld to cover tax obligations upon the vesting.

• Name and title of officer: Scott Darling, Chief Legal Officer and Secretary

• Duration of the trading arrangement: Through February 28, 2027 or earlier if all transactions under the trading arrangement are completed

• Aggregate number of securities to be sold from time to time: up to 260,344 shares, including shares issuable upon the exercise of outstanding options upon reaching the pricing targets defined in the trading arrangement, plus any additional shares to be received upon the vesting of RSUs to occur on v…

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

• Name and title of director and officer: Dave Girouard, Former Chief Executive Officer, Executive Chairman

• Aggregate number of securities to be sold from time to time: up to 1,576,000 shares, including shares issuable upon the exercise of outstanding options upon reaching the pricing targets defined in the trading arrangement.

• 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.