Upstart Holdings, Inc.NASDAQ: UPST

Q326 Earnings Deck

· Issued by Upstart Holdings, Inc.

Key figures

  • ~$54M of servicing assets
  • 15% total risk-based capital ratio

On 6ix: 6ix.com/news/upstart-q326-earnings-deck

Q3 2026 Earnings

November 3, 2026

Results

3

Originations

Total Revenue

Net Income

Adjusted EBITDA

$4.1B

+44% YoY

$371M

+34% YoY

$37M

10% margin

$89M

24% margin

Note: All figures are approximate.

Q3'26 results: strong year-over-year growth and profitability

Q3'26

Originations:

$4.1B

+44% YoY

Total originations were up 44% year-over-year

Q2'25

Q3'25

Q4'25

Q1'26

Q2'26

Q3'26

YoY Growth:

+80%

+52%

+61%

+50%

+44%

# loans:

428,056

455,788

425,356

558,014

574,089

Originations, Dollars ($M)

Q3'26

Revenue:

$371M

+34% YoY

Fees: platform & referral, servicing, loan sales

Net interest income & fair value adjustments

Q2'25

Q3'25

Q4'25

Q1'26

Q2'26

Q3'26

YoY Growth:

+71%

+35%

+44%

+42%

+34%

Total Revenue ($M)

Note: Totals may not sum due to rounding.

All-time high fee revenue drives total revenue higher

Q3'26

Contribution Profit:

$218M

+48% YoY

Q2'25

Q3'25

Q4'25

Q1'26

Q2'26

Q3'26

YoY Growth:

+44%

+15%

+34%

+37%

+48%

Contribution Margin:

57%

53%

50%

55%

60%

All-time high Contribution Profit

Contribution Profit ($M)

Q3'26

Net Income:

$37M

+15% YoY

GAAP profits move higher

Q2'25

Q3'25

Q4'25

Q1'26

Q2'26

Q3'26

Net Income Margin:

11%

6%

-2%

5%

10%

YoY Growth:

+571%

+776%

-172%

+195%

+15%

Net Income ($M)

Q3'26

Adjusted EBITDA:

$89M

+26% YoY

Q2'25

Q3'25

Q4'25

Q1'26

Q2'26

Q3'26

Adj. EBITDA Margin:

26%

22%

13%

21%

24%

YoY Growth:

NM

+64%

-5%

+45%

+26%

Adjusted EBITDA ($M)

Note: "NM" refers to growth rates that are >1000% and are therefore not meaningful.

Adjusted EBITDA growth with continued margin expansion

Outlook

10

FY 2026

Revenue from fees

$1.32 billion

Prior: $1.3 billion

Total Revenue

$1.35 billion

Prior: $1.4 billion

Prior: $294 million (21% margin)

Adjusted EBITDA (Margin % of Total Revenue) $260 million (19% margin)

35%

2025 - 2028 Total Revenue Compound Annual Growth Rate

3-Year Target

Note: Guidance figures are approximate.

2028 Adjusted EBITDA Margin (% of Total Revenue) 25%

Note: All guidance figures are approximate.

11

Updated 2026 guidance

Upstart Macro Index (UMI)

November 3, 2026

UMI: 1.53

Jan 1, 2018 Jan 1, 2020 Jan 1, 2022 Jan 1, 2024 Jan 1, 2026

Note: UMI estimates the impact of the macroeconomy on actual credit losses based on Upstart-powered unsecured personal loan data, see: https://www.upstart.com/umi. UMI data as of November 3, 2026. Beginning July 8, 2026, UMI values are named based on their publication

date rather than the month of payments they describe. Historical data has been relabeled to fit the new convention. 12

Macro-driven default risk has risen

November 3, 2026 UMI is 1.53

Product results

13

Q3'26 Unsecured Originations:

$3.5B

+33% YoY

Core (FICO <720)

Super prime (720+)

Small dollar + Cash Line

Q2'25

Q3'25

Q4'25

Q1'26

Q2'26

Q3'26

YoY Growth:

+73%

+41%

+50%

+38%

+33%

# Unsecured loans:

420,089

443,784

410,854

535,191

549,415

Unsecured Originations ($M)

Note: TransUnion data used for credit scoring. Totals may not sum due to rounding.

Core personal loans made up a larger share of Unsecured originations versus Q2

Breakout by borrower segment

Q3'26 Secured Originations:

$587M

+194% YoY

Auto YoY Growth

~3X

Home YoY Growth

~2X

Auto

Home

Q2'25

Q3'25

Q4'25

Q1'26

Q2'26

Q3'26

# Auto loans: 6,705

9,918

12,202

20,023

21,644

# Home loans: 1,262

2,086

2,300

2,800

3,030

Secured Originations ($M)

Note: Auto Refinance originations were sunset during Q2'26.

Secured originations were essentially flat QoQ, nearly triple YoY

Q3'26 Secured Contribution Margin:

17%

With Unsecured Contribution Margins also moving higher

Unsecured Contribution Margin

Secured Contribution Margin

Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26

Secured Contribution Margin positive a quarter ahead of target

Contribution Margin (%)

Technology and product highlights

17

Q2'18: 92.30%

Traditional credit model inaccuracy gap = 95.40%

Q3'26: 87.27%

Personal loan underwriting:

87.27%

of the accuracy opportunity remaining

Q3'26 predictive accuracy captured:

Upstart 12.73%

Traditional model 4.60%

Note: A model's "inaccuracy gap" represents its distance from perfect prediction. 0% = perfect; 100% = no predictive power; lower is better.

Our AI underwriting model is 2.77X as good as a traditional credit model

Eight years of steady gains - a compounding edge with significant runway ahead

Step 3

~488K

~9 of 10 applications converted to loans

90%

of 541K funded loans fully automated

in Q3'26, with no human intervention by Upstart

~53K

~3 of 10 applications converted to loans

Step 1 Step 2

683K

rate offers accepted and evaluated by our verification model in Q3'26

525K

applications (77%) approved automatically

158K

applications (23%) manually reviewed

Automated approvals converted at ~3x the rate of those reviewed manually

Note: Amounts presented in figures may not sum to totals due to rounding.

More automation can drive higher loan volumes

Breaking down the math - how we arrived at the Percentage of Loans Fully Automated in Q3'26

A record 555,000+ unique Americans took out loans in Q3.

Borrowers are more likely than ever to come back with 250,000+ people returning to Upstart for another loan.

Q3'26: 25.5M

Cumulative unique applicants

Note: "Cumulative unique applicants" refers to unique individuals who have applied for an Upstart-powered loan through the end of the reporting period, based on internal calculations.

More than 25 million unique Americans have applied for an Upstart-powered loan

Funding update

21

2-Year Treasury Yield Expected cash flows Upside/downside range

The net annualized return from investing equally in our last 12 quarterly vintages would represent a

~660 basis point premium over the 2-Year Treasury.

Note: Cohorts are personal loans only and exclude Small Dollar Loans and Cash Line. Net annualized return includes assumed future cash flows, net of servicing fees. Data are as of September 30, 2026. "Upside," "expected," and "downside" reflect Upstart's internal return expectations for vintages since Q3'23. Q3'26 is excluded due to limited seasoning.

Upstart loans have consistently delivered attractive returns to third-party capital partners

Total loan balance outstanding ($M)

Committed capital partnerships

All other third-parties

Loans held on Upstart's balance sheet, at fair value

Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26

Note: Exhibit shows funding source as a percentage of total loan balance outstanding. "Total loan balance outstanding" is the unpaid principal balance of all loans originated on Upstart's platform since inception. "Committed capital partnerships" is the principal balance of loans underlying beneficial interests held by capital partners. "All other third-parties" is the remaining loan balance after excluding loans held on balance sheet at fair value and loans included in committed capital partnerships, and includes lending partners, non-committed investors, and unconsolidated securitizations. Percentages may not sum to 100% due to rounding.

Third-party partners funded >95% of the platform - 68% through commitments of up to two years

Total loan balance outstanding ($M)

Equity capital used (%)

Equity capital used as a % of total loan balance outstanding Total loan balance outstanding ($M)

Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26

Note: "Total loan balance outstanding" refers to the unpaid principal balance of loans originated on Upstart's platform since inception. Equity capital used is the sum of: (1) loans at fair value, less warehouse borrowings and amounts payable to securitization note holders at fair value; (2) beneficial interest assets and line of credit receivable at fair value, less beneficial interest liabilities at fair value, plus restricted cash associated with co-investments; and (3) notes receivable and residual certificates at fair value, less risk retention financing borrowings. Loans pledged as co-investment collateral are included in item (1). Unrestricted cash is excluded. See the appendix for a breakdown of the components.

Note: See appendix for the value of Upstart's committed capital and co-investment arrangements, including the aggregate maximum loss exposure, assessed value and range of outcomes.

Equity capital usage fell to 9.0% of total loans outstanding, from 11.6% a year ago

Upstart Bank

25

March 2026

We applied for a national bank charter

July 2026

The OCC granted conditional approval

Pending

FDIC and Federal Reserve approvals, and final OCC approval

Early 2027

Upstart Bank opens, subject to remaining approvals

What the bank charter unlocks:

A bigger addressable market

Every product, in every state, with uniform rate caps

Better unit economics

Eliminate originating partner bank fees and other economics

A lower cost of funding

Deposits replace the warehouse facilities that fund loans held on our balance sheet today

A simpler operating model

Less operational complexity and faster technology velocity - we interface with regulators directly

We're a marketplace: we expect to continue to sell the vast majority of loans to third parties - the bank complements these partnerships

We expect the net financial impact to be positive and build over time: our 3-year financial outlook includes the Bank

Bank charter has significant strategic value

On track to open in early 2027, subject to remaining approvals

  1. Capitalize Upstart Bank

    Funded from existing assets:

    • ~$350M of cash

    • ~$54M of servicing assets

  2. Deposits fund the loan book purchase

    Bank raises brokered deposits shortly after launch and uses those funds to buy most of the existing loan book and begin to fund new loans.

    Minimums for the bank's first three years:

    • 12% tier 1 leverage ratio

    • 15% total risk-based capital ratio

  3. Debt repaid, cash released

The equity that had been funding the loan book is released as cash. Repay the warehouse facilities.

We expect co-investments in committed capital partnerships to remain outside of the bank.

minimum opening capital

$404.1M

deposit target

$1.5B

warehouse balance as of 9/30/2026

$328M

Note: All figures are approximate.

We expect to stand up the bank without raising equity

Three phases - capital in, deposits raised, and cash released

Upstart Holdings consolidated cash and cash equivalents ($M)

+$941 −$328

$1,074

Illustrative - shown as if the entire loan book is sold.

$461

The Bank is expected to buy the majority of the loan book, not all of it, but for simplicity this illustration assumes the entire loan book is sold.

Cash at 9/30/26

Deposits fund the loan book

Warehouse facilities repaid

Pro forma cash

Note: This pro forma analysis applies the planned Upstart Bank launch mechanics to our 9/30/26 balance sheet and is solely for illustrative purposes; it is not guidance, a forecast, or an indication of our expected cash balance at any future date. Capitalizing the Bank is an intercompany transaction and does not reduce consolidated cash. All figures are approximate.

Illustrative pro forma - if these transactions had been executed against the 9/30/26 balance sheet

Financial appendix

29

Fiscal 2025

Fiscal 2026

Q2 2025

Q3 2025

Q4 2025

Q1 2026

Q2 2026

Q3 2026

Assets

Cash and cash equivalents

$ 395,940

$ 489,784

$ 652,388

$ 472,934

$ 455,957

$ 461,484

Restricted cash

305,520

347,121

404,624

458,400

526,320

666,984

Loans (at fair value) (1)

1,019,504

1,229,976

984,552

1,014,089

1,064,239

940,747

Property, equipment, and software, net

43,942

44,259

44,174

48,002

49,421

51,127

Operating lease right of use assets

37,620

34,646

16,410

13,605

18,783

56,921

Beneficial interest assets (at fair value)

266,761

316,199

396,216

474,796

545,938

613,652

Line of credit receivable (at fair value)

107,456

114,846

112,742

111,916

111,772

110,110

Notes receivable and residual certificates (at fair value)

54,708

76,761

97,416

105,066

120,375

144,613

Non-marketable equity securities

41,250

41,250

41,250

41,250

41,000

41,000

Goodwill

67,062

67,062

67,062

67,062

67,062

67,062

Other assets

138,105

142,944

157,971

154,561

170,406

185,342

Total assets

$ 2,477,868

$ 2,904,848

$ 2,974,805

$ 2,961,681

$ 3,171,273

$ 3,339,042

Liabilities and Stockholders' Equity

Liabilities:

Payable to investors

$ 91,669

$ 93,400

$ 107,659

$ 125,523

$ 145,208

$ 166,729

Borrowings

1,428,479

1,855,754

1,829,145

1,921,665

2,003,129

2,027,322

Payable to securitization note holders (at fair value)

65,152

55,175

46,542

39,188

32,122

25,505

Accrued expenses and other liabilities

126,725

116,250

171,495

124,591

170,974

171,075

Operating lease liabilities

43,833

40,551

21,149

17,548

22,352

60,991

Total liabilities

1,755,858

2,161,130

2,175,990

2,228,515

2,373,785

2,451,622

Stockholders' equity:

Common stock

10

10

10

10

10

10

Additional paid-in capital

1,129,997

1,119,900

1,156,361

1,097,358

1,145,141

1,198,495

Accumulated deficit

(407,997)

(376,192)

(357,556)

(364,202)

(347,663)

(311,085)

Total stockholders' equity

722,010

743,718

798,815

733,166

797,488

887,420

Total liabilities and stockholders' equity

$ 2,477,868

$ 2,904,848

$ 2,974,805

$ 2,961,681

$ 3,171,273

$ 3,339,042

(1) Includes $75.9 million, $64.1 million, $53.8 million, $44.9 million, $36.3 million and $28.9 million of loans, at fair value, contributed as collateral for the consolidated securitization as of June 30, 2025, September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, and September 30, 2026, respectively.

Condensed Consolidated Balance Sheet

(in thousands)

Fiscal 2025

Fiscal 2026

Q2 2025

Q3 2025

Q4 2025

Q1 2026

Q2 2026

Q3 2026

Revenue:

Revenue from fees, net

$ 240,777

$ 258,539

$ 265,220

$ 277,063

$ 348,019

$ 364,030

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

Interest income (1)

45,623

57,203

60,836

56,061

57,051

56,561

Interest expense (1)

(7,772)

(8,794)

(8,078)

(10,370)

(12,531)

(12,879)

Fair value and other adjustments

(21,337)

(29,843)

(21,888)

(14,540)

(27,831)

(37,190)

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

16,514

18,566

30,870

31,151

16,689

6,492

Total revenue

257,291

277,105

296,090

308,214

364,708

370,522

Operating expenses:

Sales and marketing

73,105

78,844

90,588

104,455

114,512

102,080

Customer operations

46,246

49,790

51,840

55,095

61,319

63,339

Engineering and product development

68,825

64,026

66,913

80,112

93,860

92,652

General, administrative, and other

64,573

60,779

67,830

76,070

80,378

76,452

Total operating expenses

252,749

253,439

277,171

315,732

350,069

334,523

Income (loss) from operations

4,542

23,666

18,919

(7,518)

14,639

35,999

Other income, net

6,027

5,961

5,299

956

2,514

1,244

Expense on convertible notes

(4,913)

(4,944)

(5,056)

-

-

-

Gain on debt extinguishment

-

7,246

-

-

-

-

Net income (loss) before income taxes

5,656

31,929

19,162

(6,562)

17,153

37,243

Provision for income taxes

49

124

526

84

614

665

Net income (loss)

$ 5,607

$ 31,805

$ 18,636

$ (6,646)

$ 16,539

$ 36,578

Net income (loss) per share, basic

$ 0.06

$ 0.33

$ 0.19

$ (0.07)

$ 0.17

$ 0.37

Net income (loss) per share, diluted

$ 0.05

$ 0.23

$ 0.17

$ (0.07)

$ 0.16

$ 0.33

Weighted-average number of shares outstanding used in computing net income (loss) per share, basic

95,526,364

96,682,774

97,594,902

96,901,974

96,573,751

97,998,632

Weighted-average number of shares outstanding used in computing net income (loss) per share, diluted

102,852,284

109,724,669

112,223,816

96,901,974

109,720,846

125,411,247

  1. For fiscal year 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. See "Note 1. Description of Business and Significant Accounting Policies" in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 for details.

Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)

(in thousands, except share and per share data)

The following table presents revenue from fees disaggregated by type of service as follows:

Fiscal 2025

Fiscal 2026

Q2 2025

Q3 2025

Q4 2025

Q1 2026

Q2 2026

Q3 2026

Revenue from fees, net:

Platform and referral fees, net

$ 202,845

$ 216,882

$ 222,277

$ 224,618

$ 284,066

$ 283,139

Servicing and other fees, net

37,932

41,657

42,397

49,112

54,807

69,807

Loan sales fees (1)

-

-

546

3,333

9,146

11,084

Total revenue from fees, net

$ 240,777

$ 258,539

$ 265,220

$ 277,063

$ 348,019

$ 364,030

The following table presents components of fair value and other adjustments, net as follows:

Fiscal 2025

Fiscal 2026

Q2 2025

Q3 2025

Q4 2025

Q1 2026

Q2 2026

Q3 2026

Fair value and other adjustments, net:

Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net

$ (18,878)

$ (15,545)

$ (27,339)

$ (18,187)

$ (15,586)

$ (26,864)

Fair value adjustments and realized gains (losses) on beneficial interests, net

(6,288)

(13,985)

19,213

13,134

(8,407)

(7,067)

Realized gain (loss) on sale of loans, net

3,829

(313)

(13,762)

(9,487)

(3,838)

(3,259)

Total fair value and other adjustments, net

$ (21,337)

$ (29,843)

$ (21,888)

$ (14,540)

$ (27,831)

$ (37,190)

  1. Represents fees we charge our third-party loan purchasers for facilitating certain forward-flow loan sales and 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.

    Revenue Breakout

    (in thousands)

    Fiscal 2025

    Fiscal 2026

    Q2 2025

    Q3 2025

    Q4 2025

    Q1 2026

    Q2 2026

    Q3 2026

    Cash flows from operating activities

    Net income (loss)

    $ 5,607

    $ 31,805

    $ 18,636

    $ (6,646)

    $ 16,539

    $ 36,578

    Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

    Change in fair value of loans

    (28,126)

    (62,384)

    (30,224)

    (62,225)

    136,343

    36,871

    Change in fair value of servicing assets

    4,550

    4,155

    5,851

    5,583

    6,952

    5,218

    Change in fair value of servicing liabilities

    (338)

    (386)

    67

    (342)

    (1,224)

    (2,948)

    Change in fair value of beneficial interest assets

    (5,884)

    7,279

    (16,979)

    (10,213)

    927

    (6,100)

    Change in fair value of beneficial interest liabilities

    12,172

    6,706

    (2,234)

    (2,921)

    7,480

    13,167

    Change in fair value of other financial instruments

    (2,351)

    (3,145)

    (1,392)

    (894)

    (333)

    754

    Stock-based compensation

    35,511

    34,155

    32,453

    34,811

    44,466

    39,955

    Gain on loan servicing rights, net

    (7,506)

    (7,925)

    (7,627)

    (7,474)

    (13,370)

    (16,637)

    Gain on debt extinguishment

    -

    (7,246)

    -

    -

    -

    -

    Depreciation and amortization

    5,843

    6,131

    6,461

    5,858

    7,126

    6,119

    Loan premium amortization

    (10,824)

    (14,384)

    (15,589)

    (11,963)

    (11,163)

    (9,707)

    Non-cash interest expense and other

    1,678

    2,216

    3,388

    3,713

    4,504

    3,765

    Net changes in operating assets and liabilities:

    Purchases and originations of loans held-for-sale

    (2,624,546)

    (2,440,455)

    (2,662,651)

    (2,459,444)

    (3,590,431)

    (3,671,555)

    Proceeds from sale of loans held-for-sale

    2,407,037

    2,270,958

    2,684,771

    2,371,308

    3,160,836

    3,505,954

    Principal payments received for loans held-for-sale

    44,886

    55,407

    49,115

    41,658

    53,969

    46,374

    Principal payments received for loans held by consolidated securitization

    9,653

    9,839

    8,113

    8,031

    7,111

    6,398

    Settlements of beneficial interest liabilities, net

    (5,672)

    (4,052)

    (5,882)

    1,081

    (557)

    (2,775)

    Proceeds from beneficial interest assets (derivatives)

    75

    3,290

    506

    3,154

    7,382

    3,631

    Settlements of beneficial interest assets (derivatives)

    (538)

    (636)

    (2,916)

    (1,500)

    (1,623)

    (2,208)

    Other assets

    (2,373)

    (239)

    (14,656)

    4,374

    (9,457)

    (4,339)

    Operating lease liability and right-of-use asset

    (304)

    (308)

    (1,166)

    (796)

    (374)

    501

    Accrued expenses and other liabilities

    41,288

    (13,410)

    60,507

    (48,450)

    38,265

    (8,768)

    Net cash provided by (used in) operating activities

    $ (120,162)

    $ (122,629)

    $ 108,552

    $ (133,297)

    $ (136,632)

    $ (19,752)

    Condensed Consolidated Statement of Cash Flows

    (in thousands)

    Fiscal 2025

    Fiscal 2026

    Q2 2025

    Q3 2025

    Q4 2025

    Q1 2026

    Q2 2026

    Q3 2026

    Cash flows from investing activities

    Purchases and originations of loans held-for-investment

    (228,024)

    (288,109)

    (366,978)

    (438,365)

    (178,850)

    (253,031)

    Proceeds from sale of loans held-for-investment

    18,600

    30,948

    344,536

    313,068

    122,658

    192,598

    Principal payments received for loans held-for-investment

    72,524

    92,055

    98,368

    76,443

    81,576

    86,296

    Principal payments received for notes receivable and repayments of residual certificates

    3,836

    6,374

    10,156

    11,743

    15,311

    18,402

    Acquisition and settlements of beneficial interest assets (hybrid instruments)

    (959)

    (32)

    (1,830)

    (1,734)

    (1,463)

    (6,941)

    Proceeds from beneficial interest assets (hybrid instruments)

    28,555

    49,300

    48,673

    45,344

    61,821

    83,873

    Issuance of line of credit receivable

    -

    (7,862)

    -

    -

    (721)

    -

    Repayments of line of credit receivable

    -

    783

    2,732

    1,369

    -

    1,422

    Purchases of property and equipment

    (115)

    (75)

    (157)

    (2,750)

    (2,058)

    (864)

    Capitalized software costs

    (4,251)

    (3,888)

    (3,762)

    (4,242)

    (4,192)

    (4,569)

    Net cash provided by (used in) investing activities

    $ (109,834)

    $ (120,506)

    $ 131,738

    $ 876

    $ 94,082

    $ 117,186

    Cash flows from financing activities

    Proceeds from borrowings

    122,701

    36,492

    81,370

    123,524

    301,026

    347,122

    Proceeds from convertible notes issuance, net of debt issuance costs paid to lender

    -

    678,270

    -

    -

    -

    -

    Payment of debt issuance costs to third parties

    -

    (2,701)

    (6)

    -

    -

    -

    Repayments of borrowings

    (30,406)

    (54,803)

    (109,603)

    (32,626)

    (221,207)

    (257,998)

    Repurchases and repayments of convertible notes

    -

    (224,154)

    -

    -

    -

    (66,544)

    Purchase of capped calls, net

    -

    (54,636)

    -

    -

    -

    -

    Principal payments made on securitization notes

    (10,577)

    (10,002)

    (8,569)

    (7,215)

    (6,934)

    (6,491)

    Payable to investors

    8,555

    1,731

    14,259

    17,864

    19,685

    21,521

    Net proceeds related to stock-based award activities

    1,655

    8,383

    2,366

    5,253

    923

    11,147

    Repurchases of stock

    -

    -

    -

    (100,057)

    -

    -

    Net cash provided by (used in) financing activities

    $ 91,928

    $ 378,580

    $ (20,183)

    $ 6,743

    $ 93,493

    $ 48,757

    Change in cash, cash equivalents and restricted cash

    (138,068)

    135,445

    220,107

    (125,678)

    50,943

    146,191

    Cash, cash equivalents and restricted cash

    Cash, cash equivalents and restricted cash at beginning of period

    839,528

    701,460

    836,905

    1,057,012

    931,334

    982,277

    Cash, cash equivalents and restricted cash at end of period

    $ 701,460

    $ 836,905

    $ 1,057,012

    $ 931,334

    $ 982,277

    $ 1,128,468

    Condensed Consolidated Statement of Cash Flows (cont.)

    (in thousands)

    Fiscal 2025

    Fiscal 2026

    Q2 2025

    Q3 2025

    Q4 2025

    Q1 2026

    Q2 2026

    Q3 2026

    Total revenue

    $ 257,291

    $ 277,105

    $ 296,090

    $ 308,214

    $ 364,708

    $ 370,522

    Net income (loss)

    5,607

    31,805

    18,636

    (6,646)

    16,539

    36,578

    Net Income (Loss) Margin

    2%

    11%

    6%

    (2%)

    5%

    10%

    Adjusted to exclude the following:

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

    $ 36,641

    $ 35,404

    $ 33,015

    $ 36,112

    $ 45,881

    $ 40,945

    Depreciation and amortization

    5,843

    6,131

    6,461

    5,858

    7,126

    6,119

    Reorganization expenses

    -

    -

    -

    -

    1,678

    -

    Expense on convertible notes

    4,913

    4,944

    5,056

    5,061

    5,067

    5,025

    Gain on debt extinguishment

    -

    (7,246)

    -

    -

    -

    -

    Provision for income taxes

    49

    124

    526

    84

    614

    665

    Adjusted EBITDA

    $ 53,053

    $ 71,162

    $ 63,694

    $ 40,469

    $ 76,905

    $ 89,332

    Adjusted EBITDA Margin

    21%

    26%

    22%

    13%

    21%

    24%

    Revenue from fees, net

    $ 240,777

    $ 258,539

    $ 265,220

    $ 277,063

    $ 348,019

    $ 364,030

    Income (loss) from operations

    4,542

    23,666

    18,919

    (7,518)

    14,639

    35,999

    Operating Margin

    2%

    9%

    7%

    (3%)

    4%

    10%

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

    $ 12,170

    $ 11,582

    $ 11,110

    $ 12,198

    $ 12,228

    $ 10,883

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

    6,947

    5,919

    6,871

    7,563

    8,715

    8,476

    Engineering and product development

    68,825

    64,026

    66,913

    80,112

    93,860

    92,652

    General, administrative, and other

    64,573

    60,779

    67,830

    76,070

    80,378

    76,452

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

    (16,514)

    (18,566)

    (30,870)

    (31,151)

    (16,689)

    (6,492)

    Contribution Profit

    $ 140,543

    $ 147,406

    $ 140,773

    $ 137,274

    $ 193,131

    $ 217,970

    Contribution Margin

    58%

    57%

    53%

    50%

    55%

    60%

    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.

    2. Borrower acquisition costs were $60.9 million, $67.3 million, $79.5 million, $92.3 million, $102.3 million, and $91.2 million for the three months ended June 30, 2025, September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, and September 30, 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.

    3. Borrower verification and servicing costs were $39.3 million, $43.9 million, $45.0 million, $47.5 million, $52.6 million, and $54.9 million for the three months ended June 30, 2025, September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, and September 30, 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.

      Reconciliation of Non-GAAP Financial Measures

      (in thousands, except ratios)

      The following table presents financial information, including Contribution Profit, for our Unsecured Lending segment, which includes unsecured personal loans, small dollar loans, and cash lines:

      Fiscal 2025

      Fiscal 2026

      Q2 2025

      Q3 2025

      Q4 2025

      Q1 2026

      Q2 2026

      Q3 2026

      Unsecured Lending

      Revenue from fees, net

      $ 236,935

      $ 253,192

      $ 256,964

      $ 265,394

      $ 326,301

      $ 329,939

      Borrower acquisition costs (1)

      (57,249)

      (61,771)

      (71,210)

      (80,379)

      (84,712)

      (76,280)

      Borrower verification and servicing costs (2)

      (32,366)

      (34,445)

      (34,199)

      (36,581)

      (40,821)

      (41,522)

      Contribution Profit for Unsecured Lending

      $ 147,320

      $ 156,976

      $ 151,555

      $ 148,434

      $ 200,768

      $ 212,137

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

      Fiscal 2025

      Fiscal 2026

      Q2 2025

      Q3 2025

      Q4 2025

      Q1 2026

      Q2 2026

      Q3 2026

      Contribution Profit - Unsecured Lending

      $ 147,320

      $ 156,976

      $ 151,555

      $ 148,434

      $ 200,768

      $ 212,137

      Reconciling items:

      Contribution Profit/(Loss) - Other Segments (3)

      (6,777)

      (9,570)

      (10,782)

      (11,160)

      (7,637)

      5,833

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

      (12,170)

      (11,582)

      (11,110)

      (12,198)

      (12,228)

      (10,883)

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

      (6,947)

      (5,919)

      (6,871)

      (7,563)

      (8,715)

      (8,476)

      Engineering and product development

      (68,825)

      (64,026)

      (66,913)

      (80,112)

      (93,860)

      (92,652)

      General, administrative, and other

      (64,573)

      (60,779)

      (67,830)

      (76,070)

      (80,378)

      (76,452)

      Interest income, interest expense, and fair value adjustment net

      16,514

      18,566

      30,870

      31,151

      16,689

      6,492

      Other income, net

      1,114

      1,017

      243

      956

      2,514

      1,244

      Gain on debt extinguishment

      -

      7,246

      -

      -

      -

      -

      Net income (loss) before income taxes

      $ 5,656

      $ 31,929

      $ 19,162

      $ (6,562)

      $ 17,153

      $ 37,243

      1. 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 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.

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

    Segment Information

    (in thousands)

    We focus on several key operating and Non-GAAP financial metrics to measure the performance of our business and help determine strategic direction. The following presents our key operating and financial metrics:

    Fiscal 2025

    Fiscal 2026

    Q2 2025

    Q3 2025

    Q4 2025

    Q1 2026

    Q2 2026

    Q3 2026

    Originations, Dollars

    $ 2,820,398

    $ 2,854,296

    $ 3,195,693

    $ 3,445,142

    $ 4,227,174

    $ 4,117,800

    Originations, Number of Loans (1)

    372,599

    428,056

    455,788

    425,356

    558,014

    574,089

    Conversion Rate (2)

    21.0%

    19.4%

    19.4%

    18.5%

    19.7%

    18.6%

    Percentage of Loans Fully Automated

    92%

    91%

    91%

    91%

    91%

    90%

    Contribution Profit

    $140,543

    $147,406

    $140,773

    $137,274

    $193,131

    $217,970

    Contribution Margin

    58%

    57%

    53%

    50%

    55%

    60%

    Adjusted EBITDA

    $53,053

    $71,162

    $63,694

    $40,469

    $76,905

    $89,332

    Adjusted EBITDA Margin

    21%

    26%

    22%

    13%

    21%

    24%

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

    Fiscal 2025

    Fiscal 2026

    Q2 2025

    Q3 2025

    Q4 2025

    Q1 2026

    Q2 2026

    Q3 2026

    Originations, Dollars

    Unsecured Lending (3)

    $2,635,470

    $2,654,301

    $2,873,125

    $3,039,084

    $3,638,446

    $3,531,378

    Other (4)

    184,928

    199,995

    322,568

    406,058

    588,728

    586,422

    Total

    $2,820,398

    $2,854,296

    $3,195,693

    $3,445,142

    $4,227,174

    $4,117,800

    Originations, Number of Loans(1)

    Unsecured Lending

    366,423

    420,089

    443,784

    410,854

    535,191

    549,415

    Other

    6,176

    7,967

    12,004

    14,502

    22,823

    24,674

    Total

    372,599

    428,056

    455,788

    425,356

    558,014

    574,089

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

  2. 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. In addition, we intend to discontinue reporting this metric beginning in the first quarter of 2027.

  3. 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.

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

Key Operating and Non-GAAP Financial Metrics

(in thousands, except ratios or as noted)

Fiscal 2025

Fiscal 2026

Q2 2025

Q3 2025

Q4 2025

Q1 2026

Q2 2026

Q3 2026

Aggregate maximum exposure to losses by asset type

Cash and cash equivalents

$ 97,598

$ 132,337

$ 160,055

$ 196,009

$ 285,295

$ 340,084

Restricted cash

134,058

173,117

219,412

257,780

315,103

420,010

Beneficial interests

269,512

330,073

389,566

458,192

534,123

587,514

Line of credit receivable(1)

104,618

111,696

108,965

107,596

108,317

106,896

Loans (1)

54,432

50,061

53,762

58,743

51,523

44,574

Total (2)

$660,218

$797,284

$931,760

$1,078,320

$1,294,361

$1,499,078

Assessed value and range of outcomes

Current assessed value

$ 657,426

$ 823,563

$ 995,453

$ 1,166,527

$ 1,380,305

$ 1,592,838

Range of potential value

$ 0 - $1,212,040

$ 0 - $1,638,605

$0 - $1,827,326

$0 - $2,169,667

$0 - $2,764,966

$0 - $3,181,534

(1) Represents the unpaid principal balance.

(2) $187.2 million, $194.3 million, $191.6 million, $190.2 million, $190.0 million, and $181.0 million as of June 30, 2025, September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, and September 30, 2026 respectively, is related to assets held by one institutional investor.

Aggregate Maximum Exposure to Losses by Asset Type Under Contractual Terms of Committed Capital and Other Co-Investment Arrangements

(in thousands)

Fiscal 2025

Fiscal 2026

Q2 2025

Q3 2025

Q4 2025

Q1 2026

Q2 2026

Q3 2026

Build to equity capital used

Loans (at fair value), net of related financing (1)

$ 764,813

$ 1,034,279

$ 840,677

$ 791,594

$ 780,359

$ 587,638

Beneficial interest assets (at fair value)

266,761

316,199

396,216

474,796

545,938

613,652

Line of credit receivable (at fair value)

107,456

114,846

112,742

111,916

111,772

110,110

Less: beneficial interest liabilities (at fair value)

(10,532)

(13,186)

(5,075)

(3,235)

(10,158)

(20,550)

Restricted cash associated with co-investments

134,058

173,117

219,412

257,780

315,103

420,010

Retained securitization interests, net of financing

24,977

16,072

21,769

24,405

28,344

39,303

Total equity capital used

$ 1,287,533

$ 1,641,327

$ 1,585,741

$ 1,657,256

$ 1,771,358

$ 1,750,163

Total loan balance outstanding ($M) (2)

$ 13,253

$ 14,151

$ 15,275

$ 16,352

$ 18,047

$ 19,534

Equity capital used / Total loan balance outstanding

9.7%

11.6%

10.4%

10.1%

9.8%

9.0%

Equity capital used in co-investment arrangements

Beneficial interest assets (at fair value)

$ 266,761

$ 316,199

$ 396,216

$ 474,796

$ 545,938

$ 613,652

Line of credit receivable (at fair value)

107,456

114,846

112,742

111,916

111,772

110,110

Less: beneficial interest liabilities (at fair value)

(10,532)

(13,186)

(5,075)

(3,235)

(10,158)

(20,550)

Restricted cash associated with co-investments

134,058

173,117

219,412

257,780

315,103

420,010

Loans pledged as co-investment collateral

54,432

50,061

53,762

58,743

51,523

44,574

Equity capital used in co-investments

$ 552,175

$ 641,037

$ 777,057

$ 900,000

$ 1,014,178

$ 1,167,796

Co-investment equity capital used / Total loan balance outstanding

4.2%

4.5%

5.1%

5.5%

5.6%

6.0%

Other equity capital used / Total loan balance outstanding

5.5%

7.1%

5.3%

4.6%

4.2%

3.0%

(1) "Loans (at fair value), net of related financing" represents loans at fair value less warehouse borrowings and amounts payable to securitization note holders at fair value.

(2) "Total loan balance outstanding" refers to the unpaid principal balance of loans originated on Upstart's platform since inception.

Components of Equity Capital Used

(in thousands, except ratios or as noted)

  • 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. As our business and product portfolio have evolved, we have determined that Conversion Rate no longer meaningfully reflects the performance of our business, including our revenue and operating results. Accordingly, we plan to continue reporting Conversion Rate through fiscal 2026 as a transition period, and we do not intend to report this metric beginning with Q1'27.

  • 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.

  • Take rate is not one of our key operating metrics. However, the concept refers to revenue from fees, net as a percentage of Originations, Dollars.

  • 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 warehouse and risk retention facilities which is incurred in the course of earning corresponding interest income.

  • In Q2'26, we renamed our sole reportable "Personal Lending" segment to "Unsecured Lending." The change was administrative and did not affect the underlying disclosures. "Secured" is not a reportable segment and is derived by subtracting Unsecured Lending from total Company results. Unsecured Lending includes personal loans, small-dollar loans, and Cash Line. Secured includes Auto and Home.

Glossary of Terms

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Upstart Holdings, Inc. on 6ix

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