0001647639-24-000038 | 10-Q | XBRL Viewer

$ 374,791

$ 368,405

185,827

99,382

Property, equipment, and software, net

^[1]

820,628

1,156,413

39,728

42,655

Operating lease right of use assets

49,144

54,694

Beneficial interest assets (at fair value)

97,804

41,012

Non-marketable equity securities

41,250

Goodwill

67,062

Other assets (includes $48,897 and $50,860 at fair value as of December 31, 2023 and June 30, 2024, respectively)

143,990

146,227

Total assets

^[2]

1,820,224

2,017,100

Liabilities:

65,502

53,580

Payable to securitization note holders (at fair value)

912,727

1,040,424

113,652

141,416

Accrued expenses and other liabilities (includes $10,510 and $16,663 at fair value as of December 31, 2023 and June 30, 2024, respectively)

77,259

84,051

Operating lease liabilities

56,374

62,324

Total liabilities

^[2]

1,225,514

1,381,795

Stockholders’ equity:

Common stock, $0.0001 par value; 700,000,000 shares authorized; 86,330,303 and 89,084,180 shares issued and outstanding as of December 31, 2023 and June 30, 2024, respectively

Additional paid-in capital

996,345

917,872

Accumulated deficit

(401,644)

(282,576)

Total stockholders’ equity

594,710

635,305

Total liabilities and stockholders’ equity

$ 1,820,224

$ 2,017,100

[1]

Includes $179.1 million and $135.1 million of loans, at fair value, contributed as collateral for the consolidated securitization as of December 31, 2023 and June 30, 2024, respectively. Refer to “Note 6. Fair Value Measurement” for details.

[2]

The following table presents information on assets and liabilities related to variable interest entities (“VIEs”) that are consolidated by Upstart Holdings, Inc. at December 31, 2023 and June 30, 2024. The assets in the table below may only be used to settle obligations of consolidated VIEs and are in excess of those obligations. The liabilities in the table below include liabilities for which creditors do not have recourse to the general credit of Upstart Holdings, Inc. The assets and liabilities in the table below include third-party assets and liabilities of consolidated VIEs and exclude intercompany balances that eliminate in consolidation.


	December 31,		June 30,
	2023		2024
Assets
Cash	$	1,603	$	524
Restricted cash	23,450		61,084
Loans (at fair value)	1,147,423		803,111


Other assets (includes $5,958 and $5,123 at fair value as of December 31, 2023 and June 30, 2024, respectively)	22,917		18,136
Total assets	$	1,195,393	$	882,855

Liabilities

Payable to investors	$	121	$	14
Borrowings	387,440		258,203

Payable to securitization note holders (at fair value)	141,416		113,652
Accrued expenses and other liabilities	1,975		3,036
Total liabilities	530,952		374,905
Total net assets	$	664,441	$	507,950

Stockholders’ Equity - Schedule of Reserved Shares of Common Stock for Issuance (Details) - shares	Jun. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Shares reserved of common stock for issuance (in shares)	29,894,414	27,468,577
Shares available for future issuance under 2020 plan \| Common stock
Class of Stock [Line Items]
Shares reserved of common stock for issuance (in shares)	7,961,242	6,420,703
Options issued and outstanding
Class of Stock [Line Items]
Shares reserved of common stock for issuance (in shares)	13,229,971	12,617,254
Restricted stock units outstanding
Class of Stock [Line Items]
Shares reserved of common stock for issuance (in shares)	5,141,818	5,534,394
Shares available for issuance under employee stock purchase plan
Class of Stock [Line Items]
Shares reserved of common stock for issuance (in shares)	3,561,383	2,896,226

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value Measurement - Schedule of Servicing Liabilities at Fair Value Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance			$ 28,092
Fair value, ending balance	$ 25,790		25,790
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance			2,038
Fair value, ending balance	1,223		1,223
Fair Value, Inputs, Level 3
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance			28,092
Fair value, ending balance	25,790		25,790
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance			2,038
Fair value, ending balance	1,223		1,223
Fair Value, Inputs, Level 3 \| Loan Servicing Liabilities
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	1,585	$ 3,142	2,038	$ 3,968
Sale of loans	1	28	2	77
Repayments and other changes in fair value recorded in earnings	(363)	(593)	(817)	(1,468)
Fair value, ending balance	1,223	2,577	1,223	2,577
Fair Value, Inputs, Level 3 \| Loan Servicing Assets
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	26,753	34,650	28,092	36,467
Sale of loans	2,952	3,375	5,899	7,037
Repayments and other changes in fair value recorded in earnings	(3,915)	(4,686)	(8,201)	(10,165)
Fair value, ending balance	$ 25,790	$ 33,339	$ 25,790	$ 33,339

Net Loss Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Numerator:
Net loss	$	(28,165)	$	(54,470)	$	(157,419)	$	(119,068)






Denominator:
Weighted-average common shares outstanding used to calculate net loss per share, basic	83,130,638		88,435,893		82,524,403		87,733,294

Weighted-average common shares outstanding used to calculate net loss per share, diluted	83,130,638		88,435,893		82,524,403		87,733,294

Net loss per share, basic	$	(0.34)	$	(0.62)	$	(1.91)	$	(1.36)
Net loss per share, diluted	$	(0.34)	$	(0.62)	$	(1.91)	$	(1.36)

The following securities were excluded from the computation of diluted net loss per share for the periods presented, due to their anti-dilutive effect. These amounts represent the number of instruments outstanding at the end of each period:


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2024	2023	2024

Options to purchase common stock	13,370,041	13,229,971	13,370,041	13,229,971
Unvested RSUs	7,274,949	5,141,818	7,274,949	5,141,818

Purchase rights committed under the ESPP	166,384	152,542	166,384	152,542

Convertible debt	2,318,078	2,318,078	2,318,078	2,318,078

Total	23,129,452	20,842,409	23,129,452	20,842,409

Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Remaining 2024	$ 7,492
2025	15,402
2026	15,850
2027	15,474
2028	6,143
Thereafter	2,990
Total undiscounted lease payments	63,351
Less: Present value adjustment	(6,977)
Operating lease liabilities	$ 56,374	$ 62,324

Balance Sheet Components - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Other Assets [Abstract]
Depreciation	$ 4,500,000	$ 4,400,000	$ 9,100,000	$ 10,900,000
Capitalized internally developed software balances, net of accumulated amortization	29,800,000		29,800,000		$ 31,300,000
Internally developed software impairment	$ 0	$ 0	$ 0	$ 2,600,000

Derivative Financial Instruments

6 Months Ended

Jun. 30, 2024

Derivative Financial Instruments

In February 2023 and June 2023, Upstart Auto Warehouse Trust and Upstart Loan Trust entered into interest rate cap agreements with a strike rate of 3.0% and 3.25%, respectively. The agreements were entered into in relation to the warehouse credit facilities which bear floating interest rates, refer to “Note 9. Borrowings” for further information. The interest rate caps provide protection to the credit facilities against exposure to changes in cash flows to the extent the underlying interest rate on the facility exceeds the strike rate. The Upstart Auto Warehouse Trust interest rate cap matures in April 2029 and the Upstart Loan Trust interest rate cap matures in June 2025. The interest rate cap agreements meet the definition of a derivative and are reported at fair value. Refer to “Note 6. Fair Value Measurement” for additional information.

The following table presents the notional amount as well as the fair value of interest rate caps, which is reported as part of other assets on the condensed consolidated balance sheets.


	December 31, 2023				June 30, 2024
	Notional Amount		Fair Value		Notional Amount		Fair Value
Interest rate caps	$	299,578	$	5,958	$	268,802	$	5,123

The Company recognizes changes in fair value of these instruments in earnings and reports them as part of the interest expense on the condensed consolidated statements of operations and comprehensive loss. The Company recognized an immaterial amount of fair value gains and losses, net on interest rate caps during the three and six months ended June 30, 2023 and 2024.

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated events that have occurred through the filing date of this Quarterly Report on Form 10-Q. Based on its evaluation, other than any items recorded or disclosed within the condensed consolidated financial statements and related notes, the Company has determined no subsequent events were required to be recognized or disclosed.

Balance Sheet Components - Schedule of Property, Equipment, and Software (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	$ 85,948	$ 80,104
Accumulated depreciation and amortization	(46,220)	(37,449)
Total property, equipment, and software, net	39,728	42,655
Internally developed software
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	60,069	55,008
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	15,030	14,281
Computer and networking equipment
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	6,054	6,054
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	$ 4,795	$ 4,761

Description of Business and Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Description of Business and Significant Accounting Policies

Description of Business

Upstart Holdings, Inc. and its subsidiaries (together “Upstart”, the “Company”, “we”, or “our”) apply artificial intelligence models and cloud applications to the process of originating consumer credit. The Company helps originate credit by providing lending partners with access to a proprietary, cloud-based, artificial intelligence lending marketplace. As the Company’s technology continues to improve and additional lending partners adopt the Upstart platform, consumers benefit from improved access to affordable and frictionless credit. The Company currently operates in the United States and is headquartered in San Mateo, California and Columbus, Ohio. The Company’s fiscal year ends on December 31.

Basis of Presentation and Consolidation

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

Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been omitted pursuant to rules and regulations of the Securities and Exchange Commission. Accordingly, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Reclassifications

During the second quarter of 2024, the Company elected to change its presentation of changes in the payable to investors balance on the condensed consolidated statement of cash flows. Payable to investors balance consists of a) liabilities associated with fiduciary cash that is temporarily held by the Company on behalf of our institutional investors and is presented within restricted cash on the condensed consolidated balance sheets; and b) cash payable to investors for acquisitions or settlements of beneficial interests. Under the new presentation, the portion of the payable to investors balance related to fiduciary cash is reclassified from operating to financing activities within the condensed consolidated statement of cash flows. There is no change in the presentation for the change in the payable to investors balance related to acquisition and settlements of beneficial interests. Comparative amounts have been reclassified to conform to the current period presentation. The following table present the effects of the changes in presentation within the condensed consolidated statements of cash flows:


	Six Months Ended June 30, 2023
	As Previously Reported		Adjustment		As Adjusted

Cash flows from operating activities
Payable to investors	$	(50,836)	$	50,836	$	—
Payable to investors for beneficial interest assets	—		4,108		4,108
Net cash provided by operating activities	86,652		54,944		141,596

Cash flows from financing activities
Payable to investors(1)	—		(54,944)		(54,944)
Net cash used in financing activities	$	(44,880)	$	(54,944)	$	(99,824)

____________

(1) Related to liabilities associated with fiduciary cash that is temporarily held by the Company on behalf of our institutional investors.

The reclassification had no impact on the condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss or condensed consolidated statements of shareholders’ equity.

Use of Estimates

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

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

Fair Value Measurement

During the six months ended June 30, 2024, the Company elected the fair value option on the line of credit receivable issued to a third-party, and classified as a Level 3 investment within the fair value hierarchy. Refer to “Note 6. Fair Value Measurement” for further information.

Recently Adopted Accounting Pronouncements

The Company did not adopt any new accounting standards during the six months ended June 30, 2024.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. Specifically, the new guidance requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker, and an amount for other segment items by reportable segment, with a description of its composition. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, and provide new segment disclosure requirements for entities with a single reportable segment. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the amendments to its condensed consolidated financial statements or related disclosures and plans to include any additional required disclosures relating to its segments beginning in the 2024 Annual Report on Form 10-K.

In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The amendments in this update require entities that hold certain crypto assets to subsequently measure them at fair value, with changes in fair value recorded in net income. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. This ASU is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements or related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require entities to disclose specific categories in the effective tax rate reconciliation and provide additional information for reconciling items where the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income/loss by the applicable statutory income tax rate. In addition, entities are required to disclose the year-to-date amount of income taxes paid (net of refunds received) disaggregated by jurisdictions. This ASU is effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the impact of these amendments to its condensed consolidated financial statements or related disclosures and plans to include the additional required disclosures relating to income taxes beginning in the 2025 Annual Report on Form 10-K.

Fair Value Measurement - Schedule of Sensitivity Analysis of Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of beneficial interest assets	$ 97,804	$ 41,012
Expected prepayment rates
Beneficial interest liabilities	11,198	4,221
Beneficial Interests
Expected credit rate spreads on underlying loans
10% adverse change	5,822	5,606
20% adverse change	11,765	11,217
Loans Held For Sale And Investment
Discount rates
100 basis point increase	(8,743)	(11,680)
200 basis point increase	(17,290)	(23,127)
Expected credit loss rates on underlying loans
10% adverse change	(8,423)	(12,453)
20% adverse change	(16,781)	(24,979)
Expected prepayment rates
10% adverse change	(1,282)	(1,884)
20% adverse change	(2,555)	(3,756)
Loans Held in Consolidated Securitization
Discount rates
100 basis point increase	(1,682)	(2,413)
200 basis point increase	(3,332)	(4,785)
Expected credit loss rates on underlying loans
10% adverse change	(2,192)	(2,669)
20% adverse change	(4,305)	(5,227)
Expected prepayment rates
10% adverse change	(557)	(1,625)
20% adverse change	(1,140)	(3,234)
Beneficial Interests
Discount rates
100 basis point increase	(2,392)	(1,240)
200 basis point increase	(4,694)	(2,431)
Expected credit loss rates on underlying loans
10% adverse change	(22,610)	(9,059)
20% adverse change	(45,719)	(16,743)
Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of loans held-for-sale and held-for-investment	820,628	1,156,413
Fair value of beneficial interest assets	97,804	41,012
Expected prepayment rates
Beneficial interest liabilities	11,198	4,221
Fair Value, Inputs, Level 3 \| Beneficial Interests
Expected prepayment rates
Beneficial interest liabilities	11,198	4,221
Fair Value, Inputs, Level 3 \| Loans Held For Sale And Investment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of loans held-for-sale and held-for-investment	685,508	977,342
Fair Value, Inputs, Level 3 \| Loans Held in Consolidated Securitization
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of loans held-for-sale and held-for-investment	$ 135,120	$ 179,071

Fair Value Measurement

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurement

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


		December 31,		June 30,
	Level	2023		2024
Assets
Loans	3	$	1,156,413	$	820,628
Beneficial interest assets	3	41,012		97,804
Loan servicing assets	3	28,092		25,790
Notes receivable and residual certificates	3	14,847		11,642
Line of credit receivable	3	—		8,305
Interest rate caps(1)	2	5,958		5,123
Total assets		$	1,246,322	$	969,292
Liabilities
Payable to securitization note holders	3	$	141,416	$	113,652
Beneficial interest liabilities	3	4,221		11,198
Trailing fee liabilities	3	4,251		4,242
Loan servicing liabilities	3	2,038		1,223
Total liabilities		$	151,926	$	130,315

__________

(1) The fair value of interest rate caps is determined based on the present value of the estimated future cash flows over the contract term using observable market-based inputs as of the valuation date, including implied interest rates.

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

Loans

Loans included in the Company’s condensed consolidated balance sheets are classified as either held-for-sale or held-for-investment based on the Company’s intent and ability to sell the loans prior to maturity. From time to time, the Company transfers loans between the classification categories based on changes in the Company’s intent and ability. Loans held in the consolidated securitization include loans contributed as collateral to and held in the consolidated securitization (UPST 2023-2) and are classified as held-for-sale.

The following table presents the fair value of classes of loans included in the Company’s condensed consolidated balance sheets as of December 31, 2023 and June 30, 2024:


	December 31,		June 30,
	2023		2024
Loans held-for-sale	$	830,574	$	497,922
Loans held-for-investment	146,768		187,586
Loans held in consolidated securitization	179,071		135,120
Total	$	1,156,413	$	820,628

Valuation Methodology

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

The Company elected the measurement alternative under Topic 810, Consolidation, and maximizes the use of observable inputs to estimate the fair value of the financial assets and liabilities of UPST 2023-2. Under the measurement alternative, the Company determined that inputs used to determine the value of UPST 2023-2 liabilities, which consist of securitization notes and residual certificates issued as part of this securitization, are more observable than those used to measure fair value of UPST 2023-2 financial assets, which consist of held-for-sale loans contributed as collateral. Thus, the loans are measured based on the sum of the fair value of the UPST 2023-2 securitization notes and residual certificates, with changes in fair value included in the condensed consolidated statements of operations and comprehensive loss.

Significant Inputs and Assumptions

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


	December 31, 2023						June 30, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	9.63	%	23.22	%	12.06	%	10.20	%	23.22	%	12.44	%
Credit risk rate	0.01	%	93.10	%	17.66	%	0.01	%	93.11	%	17.54	%
Prepayment rate	0.13	%	95.80	%	36.52	%	0.31	%	93.79	%	34.74	%

_________

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

The following table presents quantitative information about the significant unobservable inputs implied for the Company’s Level 3 fair value measurements for loans held in consolidated securitization, which is determined by the sum of the fair value of the related securitization notes and residual certificates:


	December 31, 2023			June 30, 2024
	Minimum	Maximum	Weighted-Average (1)	Minimum		Maximum		Weighted-Average (1)
Discount rate	6.85%	16.00%	9.99%	6.84	%	15.25	%	9.72	%
Credit risk rate	0.61%	37.70%	15.51%	0.66	%	37.70	%	15.54	%
Prepayment rate	6.66%	89.84%	42.73%	6.73	%	89.84	%	42.16	%

_________

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

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

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

Significant Recurring Level 3 Fair Value Input Sensitivity

The following table presents the sensitivity of the fair value of loans held-for-sale and held-for-investment to adverse changes in key assumptions used in the valuation model as of December 31, 2023 and June 30, 2024:


	December 31,		June 30,
	2023		2024
Fair value of loans held-for-sale and held-for-investment	$	977,342	$	685,508
Discount rates
100 basis point increase	(11,680)		(8,743)
200 basis point increase	(23,127)		(17,290)
Expected credit loss rates on underlying loans
10% adverse change	(12,453)		(8,423)
20% adverse change	(24,979)		(16,781)
Expected prepayment rates
10% adverse change	(1,884)		(1,282)
20% adverse change	(3,756)		(2,555)

The following table presents the sensitivity of the fair value of loans in consolidated securitization to adverse changes in key assumptions used in the valuation model as of December 31, 2023 and June 30, 2024:


	December 31,		June 30,
	2023		2024
Fair value of loans held in consolidated securitization	$	179,071	$	135,120
Discount rates
100 basis point increase	(2,413)		(1,682)
200 basis point increase	(4,785)		(3,332)
Expected credit loss rates on underlying loans
10% adverse change	(2,669)		(2,192)
20% adverse change	(5,227)		(4,305)
Expected prepayment rates
10% adverse change	(1,625)		(557)
20% adverse change	(3,234)		(1,140)

Rollforward of Level 3 Fair Values

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


	Loans Held-for- Sale		Loans Held-for-Investment		Loans Held in Consolidated Securitization		Total
Fair value at March 31, 2023	$	839,482	$	142,747	$	—	$	982,229

Purchases of loans(1)	448,773		41,378		—		490,151
Sale of loans(1)	(550,860)		—		—		(550,860)
Purchase of loans for immediate resale(1)	291,570		—		—		291,570
Immediate resale of loans(1)	(291,570)		—		—		(291,570)
Repayments received(1)	(47,302)		(22,583)		—		(69,885)
Charge-offs and changes in fair value recorded in earnings	866		(15,011)		—		(14,145)
Other changes	(1,108)		1,183		—		75

Fair value at June 30, 2023	$	689,851	$	147,714	$	—	$	837,565

_________

(1) Represents the principal balance.


	Loans Held-for- Sale		Loans Held-for-Investment		Loans Held in Consolidated Securitization		Total
Fair value at December 31, 2022	$	882,810	$	127,611	$	—	$	1,010,421


Purchases of loans(1)	569,388		88,579		—		657,967
Sale of loans(1)	(618,392)		—		—		(618,392)
Purchase of loans for immediate resale(1)	680,959		—		—		680,959
Immediate resale of loans(1)	(680,959)		—		—		(680,959)
Repayments received(1)	(108,803)		(43,455)		—		(152,258)
Charge-offs and changes in fair value recorded in earnings	(34,564)		(27,742)		—		(62,306)
Other changes	(588)		2,721		—		2,133
Fair value at June 30, 2023	$	689,851	$	147,714	$	—	$	837,565

_________

(1) Represents the principal balance.


	Loans Held-for- Sale		Loans Held-for-Investment		Loans Held in Consolidated Securitization		Total
Fair value at March 31, 2024	$	763,314	$	160,229	$	157,322	$	1,080,865

Reclassification of loans(1)	(3,189)		3,189		—		—
Purchases and originations of loans(1)	504,582		64,789		—		569,371
Sale of loans(1)	(672,325)		—		—		(672,325)
Purchase of loans for immediate resale(1)	268,888		—		—		268,888
Immediate resale of loans(1)	(268,888)		—		—		(268,888)
Repayments received(1)	(64,665)		(30,794)		(12,376)		(107,835)
Charge-offs and changes in fair value recorded in earnings	(26,433)		(13,342)		(9,826)		(49,601)
Other changes	(3,362)		3,515		—		153

Fair value at June 30, 2024	$	497,922	$	187,586	$	135,120	$	820,628

_________

(1) Represents the principal balance.


	Loans Held-for- Sale		Loans Held-for-Investment		Loans Held in Consolidated Securitization		Total
Fair value at December 31, 2023	$	830,574	$	146,768	$	179,071	$	1,156,413

Reclassification of loans(2)	(3,189)		3,189		—		—
Purchases and originations of loans(1)(2)	1,083,668		110,941		—		1,194,609
Sale of loans(2)	(1,235,663)		—		—		(1,235,663)
Purchase of loans for immediate resale(2)	486,345		—		—		486,345
Immediate resale of loans(2)	(486,345)		—		—		(486,345)
Repayments received(2)	(119,973)		(55,569)		(24,714)		(200,256)
Charge-offs and changes in fair value recorded in earnings	(52,673)		(23,603)		(19,237)		(95,513)
Other changes	(4,822)		5,860		—		1,038
Fair value at June 30, 2024	$	497,922	$	187,586	$	135,120	$	820,628

_________

(1)Purchase activity includes an immaterial unpaid principal balance related to securitization clean-up calls during the six months ended June 30, 2024.

(2)Represents the principal balance.

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


	Loans				Loans > 90 Days Past Due
	December 31,		June 30,		December 31,		June 30,
	2023		2024		2023		2024
Outstanding principal balance	$	1,182,577	$	866,555	$	15,310	$	12,183
Net fair value and accrued interest adjustments	(26,164)		(45,927)		(12,260)		(10,134)
Fair value(1)	$	1,156,413	$	820,628	$	3,050	$	2,049

_________

(1) Includes $343.1 million and $294.2 million of auto loans at fair value as of December 31, 2023 and June 30, 2024, respectively, of which $2.8 million and $1.8 million is 90 days or more past due as of December 31, 2023 and June 30, 2024, respectively. Also includes an immaterial amount of home equity lines of credit (“HELOCs”) at fair value as of December 31, 2023 and $15.3 million as of June 30, 2024, of which no loans are 90 days or more past due as of either period.

The Company places loans on non-accrual status at 120 days past due. Any accrued interest recorded in relation to these loans is reversed in the respective period. The Company charges-off loans no later than 120 days past due.

Line of Credit Receivable

In connection with one of its committed capital and other co-investment arrangements, the Company issued a line of credit receivable to a third-party, which is classified as held-for-investment and presented within other assets on the Company’s condensed consolidated balance sheets. As of June 30, 2024, the fair value of the line of credit receivable was $8.3 million. The Company held no line of credit receivable as of December 31, 2023.

Valuation Methodology

The line of credit receivable is measured at estimated fair value using a discounted cash flow model. The fair valuation methodology considers the present creditworthiness of the counterparty to project future losses and the

difference between current interest rates and the stated interest rate. Cash flows are discounted using an estimate of market rates of return. The fair value of the line of credit receivable also includes accrued interest.

Significant Inputs and Assumptions

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

December 31, 2023

June 30, 2024

Minimum

Maximum

Weighted-Average

Minimum

Maximum

Weighted-Average

Discount rate

7.00

_________

* Not applicable

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

Significant Recurring Level 3 Fair Value Input Sensitivity

The fair value sensitivity of the line of credit receivable to adverse changes in key assumptions do not result in a material impact on the Company’s financial position or results of operations.

Rollforward of Level 3 Fair Values

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


	Line of Credit Receivable
Fair value at March 31, 2024	$	—
Issuances	8,261
Changes in fair value recorded in earnings	44
Fair value at June 30, 2024	$	8,305


	Line of Credit Receivable
Fair value at December 31, 2023	$	—
Issuances	8,261
Changes in fair value recorded in earnings	44
Fair value at June 30, 2024	$	8,305

Assets and Liabilities related to Securitization Transactions

As of December 31, 2023 and June 30, 2024, the Company held notes receivable and residual certificates with an aggregate fair value of $14.8 million and $11.6 million, respectively, within other assets on the Company’s

condensed consolidated balance sheets. The balances consist of securitization notes and residual certificates retained from securitization transactions.

As of December 31, 2023 and June 30, 2024, the Company recognized payables to securitization note holders of $141.4 million and $113.7 million at fair value, respectively. The balance represents the value of the securitization notes issued and owned by third-party investors in connection with UPST 2023-2. The value of the UPST 2023-2 securitization notes and residual certificates retained by the Company is eliminated in the consolidation process.

Valuation Methodology

The Company prioritizes the use of observable inputs in estimating the fair value of notes receivable and residual certificates and payable to securitization note holders when available. When market activity for these financial instruments is not observable, the fair value is determined using a discounted cash flow methodology. This approach uses assumptions of projected cash flows of the underlying collateral loan pools adjusted for features of these securities, which reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value.

Significant Inputs and Assumptions

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


	December 31, 2023						June 30, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Notes receivable and residual certificates
Discount rate	9.99	%	23.22	%	12.74	%	10.46	%	23.22	%	13.11	%
Credit risk rate	0.48	%	50.69	%	16.32	%	0.48	%	50.27	%	16.35	%
Prepayment rate	6.36	%	89.46	%	43.14	%	6.36	%	89.46	%	42.86	%
Payable to securitization note holders
Discount rate	6.85	%	12.30	%	8.48	%	6.84	%	11.57	%	8.67	%
Credit risk rate	0.61	%	37.70	%	15.51	%	0.66	%	37.70	%	15.54	%
Prepayment rate	6.66	%	89.84	%	42.73	%	6.73	%	89.84	%	42.16	%

_________

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

Significant Recurring Level 3 Fair Value Input Sensitivity

Notes Receivable and Residual Certificates

Adverse changes in discount rates, credit risk rates, or prepayment rates do not result in a material impact to the fair value of notes receivable and residual certificates as of December 31, 2023 and June 30, 2024.

Payable to Securitization Note Holders

The fair value of the payable to securitization note holders is sensitive to adverse changes in discount rates, which represent estimates of the rates of return that institutional investors would require when investing in financial instruments with similar risk and return characteristics. On average, a hypothetical 100 and 200 basis point increase in discount rates results in a decrease in fair value of payable to securitization note holders of $1.9 million and $3.7 million, respectively, as of December 31, 2023 and $1.3 million and $2.6 million, respectively, as of June 30, 2024. Adverse changes in credit risk rates and expected prepayment rates do not result in a material impact to the fair value of payable to securitization note holders as of December 31, 2023 and June 30, 2024.

Rollforward of Level 3 Fair Values

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


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders

Fair value at March 31, 2023	$	5,009	$	—

Repayments and settlements	(1,430)		—
Changes in fair value recorded in earnings	328		—
Fair value at June 30, 2023	$	3,907	$	—


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders
Fair value at December 31, 2022	$	6,181	$	—

Repayments and settlements	(2,996)		—
Changes in fair value recorded in earnings	722		—

Fair value at June 30, 2023	$	3,907	$	—


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders
Fair value at March 31, 2024	$	13,376	$	129,092
Repayments and settlements	(1,456)		(14,882)
Changes in fair value recorded in earnings	(278)		(558)


Fair value at June 30, 2024	$	11,642	$	113,652


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders

Fair value at December 31, 2023	$	14,847	$	141,416

Repayments and settlements	(2,681)		(28,446)
Changes in fair value recorded in earnings	(524)		682
Fair value at June 30, 2024	$	11,642	$	113,652

Loan Servicing Assets and Liabilities

As of December 31, 2023 and June 30, 2024, the Company’s loan servicing assets had a fair value of $28.1 million and $25.8 million, respectively, recorded within other assets on the condensed consolidated balance sheets. As of December 31, 2023 and June 30, 2024, the Company’s loan servicing liabilities had a fair value of $2.0 million and $1.2 million, respectively, recorded within other accrued expenses and other liabilities on the condensed consolidated balance sheets.

Valuation Methodology

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

Significant Inputs and Assumptions

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


	December 31, 2023						June 30, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	13.00	%	20.00	%	16.89	%	13.00	%	20.00	%	16.97	%
Credit risk rate	0.05	%	88.42	%	14.93	%	0.05	%	65.36	%	15.28	%
Market-servicing rate (2)(3)	0.62	%	3.72	%	0.62	%	0.62	%	3.70	%	0.62	%
Prepayment rate	1.05	%	96.90	%	41.05	%	2.17	%	96.90	%	39.24	%

_________

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

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

(3)Expressed as a percentage of the outstanding principal balance for auto loans of 3.72% and 3.70% as of December 31, 2023 and June 30, 2024, respectively and 0.62% for personal loans as of both December 31, 2023 and June 30, 2024.

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

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

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

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

Significant Recurring Level 3 Fair Value Input Sensitivity

The table below presents the fair value sensitivity of loan servicing assets and liabilities to adverse changes in key assumptions. The fair value of loan servicing assets and liabilities is not sensitive to adverse changes in discount rates and prepayment rates as such changes do not result in a material impact on the fair value as of December 31, 2023 and June 30, 2024, respectively.


	December 31,		June 30,
	2023		2024
Fair value of loan servicing assets	$	28,092	$	25,790
Expected market-servicing rates
10% market-servicing rates increase	(7,475)		(6,929)
20% market-servicing rates increase	(14,916)		(13,835)


	December 31,		June 30,
	2023		2024
Fair value of loan servicing liabilities	$	2,038	$	1,223
Expected market-servicing rates
10% market-servicing rates increase	1,100		648
20% market-servicing rates increase	2,235		1,318

Rollforward of Level 3 Fair Values

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


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at March 31, 2023	$	34,650	$	3,142
Sale of loans	3,375		28
Repayments and other changes in fair value recorded in earnings	(4,686)		(593)
Fair value at June 30, 2023	$	33,339	$	2,577


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2022	$	36,467	$	3,968
Sale of loans	7,037		77
Repayments and other changes in fair value recorded in earnings	(10,165)		(1,468)
Fair value at June 30, 2023	$	33,339	$	2,577


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at March 31, 2024	$	26,753	$	1,585
Sale of loans	2,952		1
Repayments and other changes in fair value recorded in earnings	(3,915)		(363)
Fair value at June 30, 2024	$	25,790	$	1,223


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2023	$	28,092	$	2,038
Sale of loans	5,899		2
Repayments and other changes in fair value recorded in earnings	(8,201)		(817)
Fair value at June 30, 2024	$	25,790	$	1,223

Beneficial Interests

In connection with certain committed capital and other co-investment arrangements, the Company is obligated to make payments to the third-party or is entitled to receive payments from the third-party if credit performance on the underlying loans deviate from initial expectations set at the time of loan sales or originations, subject to a dollar cap. As of December 31, 2023 and June 30, 2024, the fair value of the beneficial interest assets related to these arrangements was $41.0 million and $97.8 million, respectively. As of the same dates, the fair value of the beneficial interest liabilities was $4.2 million and $11.2 million, respectively.

Valuation Methodology

Beneficial interests are measured at estimated fair value using a discounted cash flow model. The fair valuation methodology considers projected defaults, losses and recoveries to project future losses and net cash flows on the underlying loans. Net cash flows are discounted using an estimate of market rates of return that reflect the risk premium related to those cash flows. The models use inputs that are inherently judgmental and reflect the Company’s best estimates of the assumptions a market participant would use to determine fair value.

Significant Inputs and Assumptions

The following table presents quantitative information about the significant unobservable inputs used for the Company’s fair value measurements of beneficial interests as of December 31, 2023 and June 30, 2024:


	December 31, 2023						June 30, 2024
	Minimum		Maximum		Weighted-Average(1)		Minimum		Maximum		Weighted-Average(1)
Beneficial interest assets
Discount rate	7.00	%	14.00	%	13.63	%	7.00	%	14.00	%	13.68	%
Credit risk rate spread(2)	(0.85)	%	(0.85)	%	(0.85)	%	(1.44)	%	3.70	%	1.74	%

Beneficial interest liabilities
Discount rate	14.00	%	14.00	%	14.00	%	14.00	%	14.00	%	14.00	%
Credit risk rate spread(2)	0.09	%	9.81	%	8.79	%	10.80	%	16.80	%	13.17	%

_________

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

(2) Expressed as a percentage of cumulative loss expectations as of the valuation date compared to the loss expectations as of the origination date or date of loan sale. A positive credit risk rate spread indicates an additional risk estimated as of the measurement date compared to the initial expectations. A negative credit risk spread indicates a lower risk than originally estimated.

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

Credit risk rate spreads–Credit risk rates for beneficial interests are determined the same way as for underlying loan portfolios. Credit risk rates are an estimate of cumulative losses, net of average recoveries, of the underlying portfolios, which represent the amount of principal that will not be repaid over the entire life of the beneficial interests. The credit risk rate spreads are the relative difference, expressed as a percentage, between the expected credit risk rate on origination date or sale date depending on the arrangement and the estimated credit risk rate as of a valuation date. A positive credit risk rate spread indicates an additional risk estimated as of the measurement date compared to the initial expectations. A negative credit risk spread indicates a lower risk than originally estimated.

The following table presents the sensitivity of beneficial interest assets and liabilities to adverse changes in key assumptions used in the valuation model as of December 31, 2023 and June 30, 2024. Adverse changes in discount rates do not result in a material impact to the fair value of beneficial interest liabilities as of December 31, 2023 and June 30, 2024.

Significant Recurring Level 3 Fair Value Input Sensitivity


	December 31,		June 30,
	2023		2024
Fair value of beneficial interest assets	$	41,012	$	97,804
Discount rate
100 basis point increase	(1,240)		(2,392)
200 basis point increase	(2,431)		(4,694)
Expected credit rate spreads on underlying loans
10% adverse change	(9,059)		(22,610)
20% adverse change	(16,743)		(45,719)




Fair value of beneficial interest liabilities	$	4,221	$	11,198



Expected credit rate spreads on underlying loans
10% adverse change	5,606		5,822
20% adverse change	11,217		11,765

Rollforward of Level 3 Fair Values

The following table presents a rollforward of beneficial interest assets and liabilities.


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at March 31, 2023	$	—	$	—
Acquisition of beneficial interests	30,535		—


Changes in fair value recorded in earnings	(1,871)		(85)
Fair value at June 30, 2023	$	28,664	$	(85)


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at December 31, 2022	$	—	$	—
Acquisition of beneficial interests	30,535		—


Changes in fair value recorded in earnings	(1,871)		(85)
Fair value at June 30, 2023	$	28,664	$	(85)


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at March 31, 2024	$	62,214	$	8,485
Acquisition of beneficial interests	41,124		—
Settlement of beneficial interests	(1,729)		(1,658)
Changes in fair value recorded in earnings	(3,805)		4,371
Fair value at June 30, 2024	$	97,804	$	11,198


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at December 31, 2023	$	41,012	$	4,221
Acquisition of beneficial interests(1)	71,400		—
Settlement of beneficial interests	(1,729)		(2,367)
Changes in fair value recorded in earnings	(12,879)		9,344
Fair value at June 30, 2024	$	97,804	$	11,198

_________

(1) Effective June 30, 2024, the Company combined the presentation of payments on beneficial interest assets with acquisition of beneficial interests.

Trailing Fee Liabilities

The Company pays certain bank partners monthly trailing fees based on the amount and timing of principal and interest payments made by borrowers of the underlying loans. As of December 31, 2023 and June 30, 2024, the Company held trailing fee liabilities of $4.3 million and $4.2 million, respectively.

Valuation Methodology

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

Significant Inputs and Assumptions

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


	December 31, 2023						June 30, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	9.63	%	23.22	%	12.88	%	10.20	%	23.22	%	13.20	%
Credit risk rate	0.01	%	88.42	%	17.61	%	0.01	%	72.76	%	18.00	%
Prepayment rate	1.05	%	94.68	%	39.94	%	2.29	%	95.80	%	38.04	%

_________

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

Significant Recurring Level 3 Fair Value Input Sensitivity

The fair value sensitivity of trailing fee liabilities to adverse changes in key assumptions do not result in a material impact on the Company’s financial position or results of operations.

Rollforward of Level 3 Fair Values

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


	Trailing Fee Liabilities
Fair value at March 31, 2023	$	4,449
Issuances	516
Repayments and settlements	(679)
Changes in fair value recorded in earnings	(21)
Fair value at June 30, 2023	$	4,265


	Trailing Fee Liabilities
Fair value at December 31, 2022	$	4,852
Issuances	834
Repayments and settlements	(1,426)
Changes in fair value recorded in earnings	5
Fair value at June 30. 2023	$	4,265


	Trailing Fee Liabilities
Fair value at March 31, 2024	$	4,244
Issuances	573
Repayments and settlements	(648)
Changes in fair value recorded in earnings	73

Fair value at June 30, 2024	$	4,242


	Trailing Fee Liabilities
Fair value at December 31, 2023	$	4,251
Issuances	1,189
Repayments and settlements	(1,311)
Changes in fair value recorded in earnings	113


Fair value at June 30, 2024	$	4,242

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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Stockholders’ Equity - Schedule of RSU Activity (Details) - Restricted stock units outstanding	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares	5,534,394
RSUs granted (in shares) \| shares	2,051,999
RSUs vested (in shares) \| shares	(1,934,708)
RSUs cancelled and forfeited (in shares) \| shares	(509,867)
Ending balance (in shares) \| shares	5,141,818
Weighted-Average Grant Date Fair Value Per Share
Beginning balance (in dollars per share) \| $ / shares	$ 34.90
RSUs granted (in dollars per share) \| $ / shares	25.67
RSUs vested (in dollars per share) \| $ / shares	32.45
RSUs cancelled and forfeited (in dollars per share) \| $ / shares	34.75
Ending balance (in dollars per share) \| $ / shares	$ 32.15

Fair Value Measurement - Schedule of Fair Value Sensitivity of Loan Servicing Assets and Liabilities to Adverse Changes in Key Assumptions (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Sensitivity Analysis of Fair Value of Interests Continued to be Held by Transferor, Servicing Assets or Liabilities, Impact of Adverse Change in Assumption [Line Items]
Fair value of loan servicing assets	$ 25,790		$ 28,092
Fair value of loan servicing liabilities	1,223		2,038
Fair Value, Inputs, Level 3
Sensitivity Analysis of Fair Value of Interests Continued to be Held by Transferor, Servicing Assets or Liabilities, Impact of Adverse Change in Assumption [Line Items]
Fair value of loan servicing assets	25,790		28,092
Fair value of loan servicing liabilities	1,223		2,038
Fair Value, Inputs, Level 3 \| Loan Servicing Liabilities
Sensitivity Analysis of Fair Value of Interests Continued to be Held by Transferor, Servicing Assets or Liabilities, Impact of Adverse Change in Assumption [Line Items]
Fair value of loan servicing liabilities	1,223	$ 1,585	2,038	$ 2,577	$ 3,142	$ 3,968
10% market-servicing rates increase	648		1,100
20% market-servicing rates increase	1,318		2,235
Fair Value, Inputs, Level 3 \| Loan Servicing Assets
Sensitivity Analysis of Fair Value of Interests Continued to be Held by Transferor, Servicing Assets or Liabilities, Impact of Adverse Change in Assumption [Line Items]
Fair value of loan servicing assets	25,790	$ 26,753	28,092	$ 33,339	$ 34,650	$ 36,467
10% market-servicing rates increase	(6,929)		(7,475)
20% market-servicing rates increase	$ (13,835)		$ (14,916)

Beneficial Interests - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Beneficial Interests [Abstract]
Aggregate capital under risk-sharing arrangements	$ 260.0	$ 99.0
Beneficial Interests, Restricted Cash	$ 66.6	$ 12.1

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 67,062		$ 67,062		$ 67,062
Amortization expense	$ 300	$ 1,100	$ 1,400	$ 2,100

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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Balance Sheet Components

6 Months Ended

Jun. 30, 2024

Other Assets [Abstract]

Balance Sheet Components

Other Assets

Other assets consisted of the following:


	December 31, 2023		June 30, 2024

Servicing fees and other receivables	$	40,490	$	40,021
Loan servicing assets (at fair value)	28,092		25,790
Other assets	18,589		20,090
Prepaid expenses	17,976		18,145
Notes receivable and residual certificates (at fair value)	14,847		11,642
Intangible assets, net(2)	11,356		10,002
Line of credit receivable (at fair value)(3)	—		8,305
Interest rate caps (at fair value)(1)	5,958		5,123
Deposits	8,919		4,872
Total other assets	$	146,227	$	143,990

_________

(1)Refer to “Note 4. Derivative Financial Instruments” for further information.

(2)Refer to “Note 7. Goodwill and Intangible Assets” for further information.

(3)Refer to “Note 6. Fair Value Measurement” for further information.

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

Property, Equipment, and Software, Net

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


	December 31, 2023		June 30, 2024
Internally developed software	$	55,008	$	60,069
Leasehold improvements	14,281		15,030
Computer and networking equipment	6,054		6,054
Furniture and fixtures	4,761		4,795
Total property, equipment, and software	80,104		85,948
Accumulated depreciation and amortization	(37,449)		(46,220)
Total property, equipment, and software, net	$	42,655	$	39,728

Depreciation and amortization expense on property, equipment, and software was $4.4 million and $10.9 million for the three and six months ended June 30, 2023, respectively, and $4.5 million and $9.1 million for the three and six months ended June 30, 2024, respectively.

Capitalized internally developed software balances, net of accumulated amortization, were $31.3 million and $29.8 million as of December 31, 2023 and June 30, 2024, respectively. The Company recognized no impairment charges to internally developed software during the three months ended June 30, 2023 and recognized $2.6 million of impairment charges during the six months ended June 30, 2023 as a result of the January 2023 Plan. Refer to “Note 15. Reorganization Expenses” for more information. During the three and six months ended June 30, 2024, the Company recognized an immaterial impairment charge to internally developed software.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


	December 31, 2023		June 30, 2024
Accrued expenses	$	28,099	$	29,759
Accrued payroll	30,161		13,905
Accounts payable	12,613		13,879
Beneficial interest liabilities (at fair value)	4,221		11,198


Trailing fee liability (at fair value)	4,251		4,242


Other liabilities	2,668		3,053
Loan servicing liabilities (at fair value)	2,038		1,223
Total accrued expenses and other liabilities	$	84,051	$	77,259

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Jul. 30, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-39797
Entity Registrant Name	Upstart Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-4332431
Entity Address, Address Line One	2950 S. Delaware Street
Entity Address, Address Line Two	Suite 410
Entity Address, City or Town	San Mateo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94403
City Area Code	833
Local Phone Number	212-2461
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	UPST
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		89,513,590
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001647639
Current Fiscal Year End Date	--12-31

Variable Interest Entities - Narrative (Details)
$ in Thousands

6 Months Ended

Jul. 06, 2023

USD ($)

Jun. 30, 2024

USD ($)

variable_interest_entity

Dec. 31, 2023

USD ($)

Number of VIEs whom exercised clean up calls | variable_interest_entity

Financing receivable, after allowance for credit loss

^[1]

$ 820,628

$ 1,156,413

Variable Interest Entity, Not Primary Beneficiary

185,827

99,382

Variable Interest Entity, Not Primary Beneficiary | Notes receivable and residual certificates (at fair value)

3,700

6,000

Financing receivable, after allowance for credit loss

$ 11,600

$ 14,800

Variable Interest Entity, Not Primary Beneficiary | Consolidated securitization

Unpaid principal balance of loans

$ 204,700

Weighted average coupon yield

9.20%

Net cash proceeds

$ 165,300

[1]	Includes $179.1 million and $135.1 million of loans, at fair value, contributed as collateral for the consolidated securitization as of December 31, 2023 and June 30, 2024, respectively. Refer to “Note 6. Fair Value Measurement” for details.

Fair Value Measurement - Schedule of Fair Value of classes of Loans Held by the Company (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans held in consolidated securitization	$ 135,100	$ 179,100
Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans held-for-sale	497,922	830,574
Loans held-for-investment	187,586	146,768
Loans held in consolidated securitization	135,120	179,071
Total assets	$ 820,628	$ 1,156,413

Borrowings - Schedule of Aggregate Principal Outstanding of all Loans (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Borrowings [Line Items]
Total payments due	$ 919,437	$ 1,048,675
Unamortized debt discount	(6,710)	(8,251)
Total borrowings	912,727	1,040,424
Convertible senior notes
Schedule of Borrowings [Line Items]
Total payments due	661,250	661,250
Revolving Credit Facility \| Warehouse credit facilities
Schedule of Borrowings [Line Items]
Total payments due	$ 258,187	$ 387,425

Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022		81,259,676
Beginning balance at Dec. 31, 2022	$ 672,435	$ 8	$ 714,871	$ (42,444)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		770,693
Issuance of common stock upon exercise of stock options	6,672		6,672
Issuance of common stock upon settlement of restricted stock units (in shares)		1,469,356
Shares withheld related to net share settlement of restricted stock units (in shares)		(375)
Shares withheld related to net share settlement of restricted stock units	(6)		(6)
Stock-based compensation expense	110,735		110,735
Issuance of common stock under employee stock purchase plan (in shares)		312,134
Issuance of common stock under employee stock purchase plan	5,728		5,728
Net loss	(157,419)			(157,419)
Ending balance (in shares) at Jun. 30, 2023		83,811,484
Ending balance at Jun. 30, 2023	638,145	$ 8	838,000	(199,863)
Beginning balance (in shares) at Mar. 31, 2023		82,600,748
Beginning balance at Mar. 31, 2023	627,208	$ 8	798,898	(171,698)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		439,600
Issuance of common stock upon exercise of stock options	5,135		5,135
Issuance of common stock upon settlement of restricted stock units (in shares)		771,183
Shares withheld related to net share settlement of restricted stock units (in shares)		(47)
Shares withheld related to net share settlement of restricted stock units	(1)		(1)
Stock-based compensation expense	33,968		33,968
Net loss	(28,165)			(28,165)
Ending balance (in shares) at Jun. 30, 2023		83,811,484
Ending balance at Jun. 30, 2023	$ 638,145	$ 8	838,000	(199,863)
Beginning balance (in shares) at Dec. 31, 2023	86,330,303	86,330,303
Beginning balance at Dec. 31, 2023	$ 635,305	$ 9	917,872	(282,576)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	621,102	621,102
Issuance of common stock upon exercise of stock options	$ 2,219		2,219
Issuance of common stock upon settlement of restricted stock units (in shares)		1,934,708
Shares withheld related to net share settlement of restricted stock units (in shares)		(66)
Shares withheld related to net share settlement of restricted stock units	(2)		(2)
Stock-based compensation expense	71,691		71,691
Issuance of common stock under employee stock purchase plan (in shares)		198,133
Issuance of common stock under employee stock purchase plan	4,565		4,565
Net loss	$ (119,068)			(119,068)
Ending balance (in shares) at Jun. 30, 2024	89,084,180	89,084,180
Ending balance at Jun. 30, 2024	$ 594,710	$ 9	996,345	(401,644)
Beginning balance (in shares) at Mar. 31, 2024		87,805,393
Beginning balance at Mar. 31, 2024	612,798	$ 9	959,963	(347,174)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		269,134
Issuance of common stock upon exercise of stock options	1,015		1,015
Issuance of common stock upon settlement of restricted stock units (in shares)		1,009,681
Shares withheld related to net share settlement of restricted stock units (in shares)		(28)
Shares withheld related to net share settlement of restricted stock units	(1)		(1)
Stock-based compensation expense	35,368		35,368
Net loss	$ (54,470)			(54,470)
Ending balance (in shares) at Jun. 30, 2024	89,084,180	89,084,180
Ending balance at Jun. 30, 2024	$ 594,710	$ 9	$ 996,345	$ (401,644)

Balance Sheet Components - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Other Assets [Abstract]
Servicing fees and other receivables	$ 40,021	$ 40,490
Loan servicing assets (at fair value)	25,790	28,092
Other assets	20,090	18,589
Prepaid expenses	18,145	17,976
Notes receivable and residual certificates (at fair value)	11,642	14,847
Intangible assets, net	10,002	11,356
Line of credit receivable (at fair value)	8,305	0
Interest rate caps (at fair value)	5,123	5,958
Deposits	4,872	8,919
Total other assets	$ 143,990	$ 146,227

Organization, Consolidation and Presentation of Financial Statements (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Changes in Presentation within Condensed Consolidated Statements of Cash Flows

The following table present the effects of the changes in presentation within the condensed consolidated statements of cash flows:


	Six Months Ended June 30, 2023
	As Previously Reported		Adjustment		As Adjusted

Cash flows from operating activities
Payable to investors	$	(50,836)	$	50,836	$	—
Payable to investors for beneficial interest assets	—		4,108		4,108
Net cash provided by operating activities	86,652		54,944		141,596

Cash flows from financing activities
Payable to investors(1)	—		(54,944)		(54,944)
Net cash used in financing activities	$	(44,880)	$	(54,944)	$	(99,824)

____________

(1) Related to liabilities associated with fiduciary cash that is temporarily held by the Company on behalf of our institutional investors.

Income Taxes

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

The Company’s effective tax rates for the three and six months ended June 30, 2023 and 2024, are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2024			2023			2024
Provision for income taxes	$	18		$	15		$	34		$	29
Effective tax rate	(0.06)		%	(0.03)		%	(0.02)		%	(0.02)		%

The Company's tax provision and the resulting effective tax rate for interim periods are determined based upon its estimated annual effective tax rate adjusted for the effect of discrete items arising during the period. The Company's effective tax rate for the three and six months ended June 30, 2024 stayed relatively consistent compared to the same periods in 2023 as the Company continues to maintain a full valuation allowance with residual current year state taxes. The effective tax rate differs from the U.S. statutory tax rate primarily due to the valuation allowance on the Company’s deferred tax assets as it is more likely than not that some or all of these deferred tax assets will not be realized.

The entire disclosure for income tax.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

Schedule of Beneficial Interests

Beneficial Interests (Tables)

6 Months Ended

Jun. 30, 2024

Beneficial Interests [Abstract]

The following table presents the aggregate outstanding principal balance of the underlying loan portfolios as well as the fair value of beneficial interest assets, which are presented as a separate asset line item on the condensed consolidated balance sheets and beneficial interest liabilities which are presented in other liabilities on the condensed consolidated balance sheets.


	December 31, 2023				June 30, 2024
	Outstanding Principal Balance		Fair Value		Outstanding Principal Balance		Fair Value

Beneficial interest assets	$	958,870	$	41,012	$	2,117,435	$	97,804
Beneficial interest liabilities	$	769,102	$	4,221	$	1,010,089	$	11,198

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Fair value adjustments and realized losses on beneficial interests, net	$	(1,956)	$	(8,176)	$	(1,956)	$	(22,210)

Balance Sheet Components - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Other Assets [Abstract]
Accrued expenses	$ 29,759	$ 28,099
Accrued payroll	13,905	30,161
Accounts payable	13,879	12,613
Beneficial interest liabilities (at fair value)	11,198	4,221
Trailing fee liability (at fair value)	4,242	4,251
Other liabilities	3,053	2,668
Loan servicing liabilities (at fair value)	1,223	2,038
Total accrued expenses and other liabilities	$ 77,259	$ 84,051

Amount of liabilities classified as other.

Fair value of a liability representing servicing arrangements under which the estimated future revenue from contractually specified servicing fees, late charges, and other ancillary revenues are not expected to adequately compensate the servicer.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481260/860-50-45-2

Revenue from Contract with Customer [Abstract]

Revenue (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of Disaggregation of Revenue by Type of Service

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Revenue from fees, net:
Platform and referral fees, net	$	105,765	$	98,595	$	183,422	$	202,454
Servicing and other fees, net	37,924		31,937		77,408		66,146
Total revenue from fees, net	$	143,689	$	130,532	$	260,830	$	268,600

Schedule of Customers Accounting for Greater Than 10% of Total Revenue

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2024	2023	2024
Customer A	27%	35%	28%	37%
Customer B	33%	25%	31%	25%
Customer C	11%	10%	11%	10%

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


	December 31,	June 30,
	2023	2024
Customer D	*	13%
Customer B	11%	11%
Customer C	15%	*

* Less than 10%

Schedule of Collection Agency and Borrower Fees

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Servicing fees	$	27,970	$	21,951	$	56,498	$	45,193
Borrower fees	6,904		6,356		14,641		13,515
Collection agency fees	3,752		4,117		7,668		8,713
Other fees	45		115		338		213
Net loss on servicing rights and fair value adjustments	(747)		(602)		(1,737)		(1,488)
Total servicing and other fees, net	$	37,924	$	31,937	$	77,408	$	66,146

Schedule of Components of Interest Income and Fair Value Adjustments, Net

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024

Interest income(1)	$	33,916	$	52,883	$	79,231	$	104,054
Interest expense(1)	(4,282)		(11,470)		(11,414)		(22,184)
Fair value and other adjustments, net:
Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net(1)	(24,154)		(31,949)		(68,698)		(61,542)
Realized loss on sale of loans, net	(11,447)		(4,511)		(19,300)		(11,615)
Fair value adjustments and realized losses on beneficial interests, net	(1,956)		(7,855)		(1,956)		(21,889)
Total fair value and other adjustments, net	(37,557)		(44,315)		(89,954)		(95,046)

Total interest income, interest expense, and fair value adjustments, net	$	(7,923)	$	(2,902)	$	(22,137)	$	(13,176)

__________

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Interest income, interest expense, and fair value adjustments, net related to consolidated securitization:
Interest income	$	—	$	7,714	$	—	$	16,338
Interest expense	—		(2,514)		—		(5,274)

Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net	—		(9,266)		—		(19,917)



Total interest income, interest expense, and fair value adjustments, net	$	—	$	(4,066)	$	—	$	(8,853)

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Effective Tax Rates

The Company’s effective tax rates for the three and six months ended June 30, 2023 and 2024, are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2024			2023			2024
Provision for income taxes	$	18		$	15		$	34		$	29
Effective tax rate	(0.06)		%	(0.03)		%	(0.02)		%	(0.02)		%

Description of Business and Significant Accounting Policies (Details) - USD ($)
$ in Thousands

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Reclassification [Line Items]

Payable to investors for beneficial interest assets

$ 0

^[1]

$ 0

4,108

117,917

141,596

Net cash provided by (used in) financing activities

^[1]

17,714

(54,944)

$ 88,561

(99,824)

As Previously Reported

Reclassification [Line Items]

Payable to investors for beneficial interest assets

(50,836)

86,652

Net cash provided by (used in) financing activities

(44,880)

Adjustment

Reclassification [Line Items]

Payable to investors for beneficial interest assets

50,836

4,108

54,944

Net cash provided by (used in) financing activities

(54,944)

$ (54,944)

[1]	During the second quarter of 2024, the Company elected to change the presentation of changes in the payable to investors balance on the condensed consolidated statement of cash flows, refer to “Note 1. Description of Business and Significant Accounting Policies” for further details.

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Acquired Intangible Assets

The gross and net carrying values and accumulated amortization are as follows:


		December 31, 2023									June 30, 2024
	Gross Carrying Value			Accumulated Amortization			Net Carrying Value			Gross Carrying Value			Accumulated Amortization			Net Carrying Value
Developed technology		$	9,400		$	(8,617)		$	783		$	9,400		$	(9,400)		$	—
Customer relationships		13,700			(3,139)			10,561			13,700			(3,710)			9,990
Total intangible assets		$	23,100		$	(11,756)		$	11,344		$	23,100		$	(13,110)		$	9,990

Schedule of Expected Future Amortization Expense

Expected future amortization expense for intangible assets is as follows:


	June 30, 2024
Remaining 2024	$	571
2025	1,142
2026	1,142
2027	1,142
2028	1,142
Thereafter	4,851
Total	$	9,990

Borrowings - Warehouse Credit Facilities (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Apr. 24, 2024	Apr. 23, 2024	Dec. 31, 2023
Line of Credit Facility [Line Items]
Total payments due	$ 919,437,000			$ 1,048,675,000
Revolving Credit Facility \| Upstart Auto Warehouse Trust \| Variable Interest Entity, Primary Beneficiary
Line of Credit Facility [Line Items]
Maximum borrowing capacity	0
Total payments due	73,927,000			139,483,000
Assets pledged as collateral	$ 218,419,000			278,022,000
Basis spread on variable rate	3.00%
Revolving Credit Facility \| Upstart Auto Warehouse Trust 2 \| Variable Interest Entity, Primary Beneficiary
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 50,000,000
Total payments due	0			0
Assets pledged as collateral	$ 0			0
Revolving Credit Facility \| Upstart Auto Warehouse Trust 2 \| Variable Interest Entity, Primary Beneficiary \| Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.00%
Revolving Credit Facility \| Upstart Auto Warehouse Trust 2 \| Variable Interest Entity, Primary Beneficiary \| Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate	4.00%
Revolving Credit Facility \| Upstart Loan Trust
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 325,000,000
Total payments due	148,873,000			247,942,000
Assets pledged as collateral	$ 238,105,000			361,195,000
Revolving Credit Facility \| Upstart Loan Trust \| Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate	2.80%
Revolving Credit Facility \| Upstart Loan Trust \| Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate	3.80%
Revolving Credit Facility \| Upstart Small Dollar Loan Trust
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 100,000,000
Total payments due	35,387,000			0
Assets pledged as collateral	$ 57,944,000			0
Commitment fee threshold	75.00%
Basis spread on variable rate	5.50%
Revolving Credit Facility \| Warehouse credit facilities
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 475,000,000
Total payments due	258,187,000			387,425,000
Assets pledged as collateral	$ 514,468,000			$ 639,217,000
Revolving Credit Facility \| Warehouse credit facilities \| Minimum
Line of Credit Facility [Line Items]
Unused commitment fee	0.50%
Revolving Credit Facility \| Warehouse credit facilities \| Maximum
Line of Credit Facility [Line Items]
Unused commitment fee	1.00%
Revolving Credit Facility \| ULT Warehouse Credit Facility - UnCommitted
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 150,000,000	$ 150,000,000	$ 75,000,000

Stockholders’ Equity

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stockholders’ Equity

Stockholders' Equity

Common Stock Reserved for Future Issuance

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


	December 31,	June 30,
	2023	2024
Options issued and outstanding	12,617,254	13,229,971
Restricted stock units outstanding	5,534,394	5,141,818

Shares available for future issuance under 2020 plan	6,420,703	7,961,242
Shares available for issuance under employee stock purchase plan	2,896,226	3,561,383
Total	27,468,577	29,894,414

Share Repurchase Program

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

The Company records share repurchases on the settlement date. Repurchased shares are subsequently retired and returned to the status of authorized but unissued. The Company’s policy for share retirements is to allocate the excess between par value and the repurchase price, including costs and fees, to additional paid-in capital. During the six months ended June 30, 2024, the Company made no repurchases of common stock. As of June 30, 2024, $222.1 million remains available for future purchases of our common stock under the share repurchase program.

Equity Incentive Plans

The 2020 Equity Incentive Plan authorizes grants of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards to eligible participants.

Stock Options

The following table summarizes stock option activity for the six months ended June 30, 2024:


	Number of Options	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Balances at December 31, 2023	12,617,254	$	14.57	6.1	$	375,897

Options granted	1,267,617	25.76
Options exercised	(621,102)	3.56
Options cancelled and forfeited	(33,798)	16.43
Balances at June 30, 2024	13,229,971	16.15		6.1	156,871
Options exercisable – June 30, 2024	9,126,356	12.28		4.9	139,527
Options vested and expected to vest – June 30, 2024	13,205,397	$	16.12	6.1	$	156,855

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the fair value of the Company’s stock as of June 30, 2024. The aggregate intrinsic value of options exercised for the six months ended June 30, 2023 and 2024 was $10.1 million and $15.3 million respectively. The weighted-average grant date fair value of options granted during the six months ended June 30, 2023 and 2024 was $8.04, and $14.06 per share, respectively. The total fair value of options vested for the six months ended June 30, 2023 and 2024 was $18.1 million, and $15.6 million, respectively.

As of June 30, 2024, total unrecognized stock-based compensation expense related to unvested stock options was $45.7 million, which is expected to be recognized over a remaining weighted-average period of 2.6 years.

Restricted Stock Units

The Company grants restricted stock units (“RSUs”) to employees and nonemployees. RSUs vest upon satisfaction of a service-based condition, which is generally satisfied over one to four years. The following table summarizes RSU activity for the six months ended June 30, 2024:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2023	5,534,394	$	34.90
RSUs granted	2,051,999	25.67
RSUs vested	(1,934,708)	32.45
RSUs cancelled and forfeited	(509,867)	34.75
Unvested at June 30, 2024	5,141,818	$	32.15

As of June 30, 2024, total unrecognized stock-based compensation expense related to outstanding unvested RSUs was $127.6 million, which is expected to be recognized over a remaining weighted-average period of 1.8 years.

Restricted Stock

In connection with the acquisition of Prodigy Software, Inc. (“Prodigy”) in April 2021, 82,201 shares of the Company’s restricted stock with a fair value of $10.1 million were issued to certain Prodigy employees. At the time of grant, the restricted stock was subject to transfer restrictions and a repurchase option and was contingent upon the employees' continued employment with the Company. The restricted stock was subject to restrictions which lapsed on a quarterly basis over two years from the time of the Prodigy acquisition.

There were no restricted stock awards outstanding during the six months ended June 30, 2024.

Performance-based Restricted Stock Units

On February 24, 2023, the Company’s Compensation Committee of the Board of Directors approved the cancellation of a performance-based restricted stock unit award (“PRSUs”) that may be settled for 687,500 shares of the Company’s common stock granted to an executive in February 2022.

At the time the PRSUs were granted, the PRSUs were intended to be the executive’s primary compensation through calendar year 2029 so that, in connection with the grant of the PRSUs, the executive’s cash compensation was limited to the amount necessary to allow the executive to participate in the broad-based employee benefits generally applicable at the Company. In reaching its decision to cancel the PRSUs, the Compensation Committee extensively considered the purpose of the PRSUs and determined that the grant no longer provided the intended retention and incentive value to the executive. After considering various alternatives and the pros and cons of such alternatives and consulting with its external advisors, the Compensation Committee believed it was in the best interest of the Company and its stockholders to cancel the PRSUs in exchange for the reinstatement of the executive’s cash compensation, including the executive’s annual base salary and eligibility to participate in the Company’s 2023 Executive Bonus Plan with an annual target bonus opportunity equal to 75% of the executive’s annual base salary.

Compensation expense associated with the PRSUs was recognized using the straight-line attribution method for each of the nine vesting tranches over the respective derived service period. The weighted-average grant date fair value using the Monte Carlo simulation was $68.76 per share. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether these conditions will be achieved or not, and stock-based compensation expense for any such awards is not reversed if the market condition is not met. The cancellation of the grant was treated by the Company as a settlement for no consideration and remaining unrecognized compensation expense of $39.0 million associated with the grant was accelerated and recorded by the Company as part of engineering and product development expense on the condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2023.

There were no PRSUs outstanding during the six months ended June 30, 2024

2020 Employee Stock Purchase Plan

Our employee stock purchase plan (“ESPP”) provides for consecutive six-month offering periods. The offering periods are scheduled to start on the first trading day on or after February 15 and August 15 of each year. The ESPP permits participants to purchase shares in the amount of 85% of the lower of the fair market value of our shares of common stock on the first trading day of the offering period or on the exercise date. During the six months ended June 30, 2024, 198,133 shares of common stock were purchased under the ESPP.

As of June 30, 2024, total unrecognized stock-based compensation expense related to the ESPP was immaterial.

Fair Value of Awards Granted

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

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

Expected Term–The expected term represents the period that the Company’s stock options and ESPP purchase rights are expected to be outstanding. We estimate the expected term based on the simplified method, which is the weighted-average time to vesting and the contractual maturity.

Volatility–Because the Company has not had an active trading market for its common stock for a sufficient period of time, the expected volatility is estimated based on the average volatility for comparable publicly-traded companies, over a period equal to the expected term of the stock option grants.

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

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

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

Three Months Ended June 30,

Six Months Ended June 30,

2023

2024

2023

2024

Expected term (in years)

5.2 – 5.3

5.2 – 7.0

5.3 – 7.0

Expected volatility

53.13% – 53.26%

50.96% – 53.26%

50.32% – 53.38%

Risk-free interest rate

3.74%

3.45% – 3.74%

4.21% – 4.27%

Dividend yield

—%

*No options were granted during the three months ended June 30, 2024.

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2024	2023	2024
Expected term (in years)	*	*	0.5	0.5
Expected volatility	*	*	97.74%	96.69%
Risk-free interest rate	*	*	4.97%	5.30%
Dividend yield	*	*	—%	—%

_________

*No ESPP purchase rights were granted during the three months ended June 30, 2023 and 2024.

Stock-Based Compensation

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Sales and marketing	$	(1,505)	$	3,078	$	1,867	$	6,056
Customer operations	3,093		2,120		5,976		4,083
Engineering and product development	18,708		17,917		75,367		37,127
General, administrative, and other	12,300		11,094		23,495		22,720
Total	$	32,596	$	34,209	$	106,705	$	69,986

Fair Value Measurement - Schedule of Rollforward of Level 3 Assets (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Loans (at fair value)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 1,080,865	$ 982,229	$ 1,156,413	$ 1,010,421
Reclassification of loans	0		0
Purchases and originations of loans	569,371	490,151	1,194,609	657,967
Sale of loans	(672,325)	(550,860)	(1,235,663)	(618,392)
Purchase of loans for immediate resale	268,888	291,570	486,345	680,959
Immediate resale of loans	(268,888)	(291,570)	(486,345)	(680,959)
Repayments received	(107,835)	(69,885)	(200,256)	(152,258)
Charge-offs and changes in fair value recorded in earnings	(49,601)	(14,145)	(95,513)	(62,306)
Other changes	153	75	1,038	2,133
Fair value, ending balance	820,628	837,565	820,628	837,565
Loans Held-for- Sale
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	763,314	839,482	830,574	882,810
Reclassification of loans	(3,189)		(3,189)
Purchases and originations of loans	504,582	448,773	1,083,668	569,388
Sale of loans	(672,325)	(550,860)	(1,235,663)	(618,392)
Purchase of loans for immediate resale	268,888	291,570	486,345	680,959
Immediate resale of loans	(268,888)	(291,570)	(486,345)	(680,959)
Repayments received	(64,665)	(47,302)	(119,973)	(108,803)
Charge-offs and changes in fair value recorded in earnings	(26,433)	866	(52,673)	(34,564)
Other changes	(3,362)	(1,108)	(4,822)	(588)
Fair value, ending balance	497,922	689,851	497,922	689,851
Loans Held-for-Investment
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	160,229	142,747	146,768	127,611
Reclassification of loans	3,189		3,189
Purchases and originations of loans	64,789	41,378	110,941	88,579
Sale of loans	0	0	0	0
Purchase of loans for immediate resale	0	0	0	0
Immediate resale of loans	0	0	0	0
Repayments received	(30,794)	(22,583)	(55,569)	(43,455)
Charge-offs and changes in fair value recorded in earnings	(13,342)	(15,011)	(23,603)	(27,742)
Other changes	3,515	1,183	5,860	2,721
Fair value, ending balance	187,586	147,714	187,586	147,714
Loans Held in Consolidated Securitization
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	157,322	0	179,071	0
Reclassification of loans	0		0
Purchases and originations of loans	0	0	0	0
Sale of loans	0	0	0	0
Purchase of loans for immediate resale	0	0	0	0
Immediate resale of loans	0	0	0	0
Repayments received	(12,376)	0	(24,714)	0
Charge-offs and changes in fair value recorded in earnings	(9,826)	0	(19,237)	0
Other changes	0	0	0	0
Fair value, ending balance	$ 135,120	$ 0	$ 135,120	$ 0

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (54,470)	$ (28,165)	$ (119,068)	$ (157,419)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Commitments and Contingencies (Details) - USD ($)	3 Months Ended	6 Months Ended
Commitments and Contingencies (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
Unfunded Loan Commitment
Loss Contingencies [Line Items]
Loan purchase obligation	$ 7,500,000	$ 7,500,000	$ 0
Obligation to Repurchase Loans
Loss Contingencies [Line Items]
Loss contingency, ownership loan facilitated term		3 days
Loan purchase obligation	34,300,000	$ 34,300,000	36,600,000
Maximum estimate of potential loss	11,049,400,000	11,049,400,000	$ 12,208,100,000
Actual payments	$ 0	$ 3,700,000

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Disaggregation of Revenue [Line Items]

Revenue - Schedule of Components of Interest Income and Fair Value Adjustments, Net (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Interest income

^[1]

$ 52,883

$ 33,916

$ 104,054

$ 79,231

Interest expense

^[1]

(11,470)

(4,282)

(22,184)

(11,414)

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

(31,949)

(24,154)

(61,542)

(68,698)

Realized loss on sale of loans, net

(4,511)

(11,447)

(11,615)

(19,300)

Fair value adjustments and realized losses on beneficial interests, net

(7,855)

(1,956)

(21,889)

(1,956)

Total fair value and other adjustments, net

^[1]

(44,315)

(37,557)

(95,046)

(89,954)

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

(2,902)

(7,923)

(13,176)

(22,137)

Variable Interest Entity, Primary Beneficiary

Disaggregation of Revenue [Line Items]

Interest income

7,714

16,338

Interest expense

(2,514)

(5,274)

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

(9,266)

(19,917)

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

$ (4,066)

$ 0

$ (8,853)

$ 0

[1]	Balances for three and six months ended June 30, 2024 include amounts related to the consolidated securitization. Refer to “Note 2. Revenue” for details.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Amount of operating interest income, including, but not limited to, amortization and accretion of premiums and discounts on securities.

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-Name Accounting Standards Codification
-Section 45
-Paragraph 39
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477346/946-830-45-39

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(1)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column E)(Footnote 6)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

Borrowings - Schedule of Maturities of All Borrowings (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Remaining 2024	$ 0
2025	73,927
2026	810,123
2027	0
2028	35,387
Thereafter	0
Total	$ 919,437	$ 1,048,675

Insider Trading Arrangements	3 Months Ended	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2024 shares	Jun. 30, 2024 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Natalia Migorodskaya [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Name and title of officer: Natalia Migorodskaya, Corporate Controller, Date of adoption: May 30, 2024 Duration of the trading arrangement: Through February 28, 2025 or earlier if all transactions under the trading arrangement are completed Aggregate number of securities to be sold from time to time: up to 19,959 shares, plus any additional shares to be received upon the vesting of restricted stock units to occur on various dates within the duration of the trading arrangements, net of shares withheld to cover tax obligations upon the vesting
Name	Natalia Migorodskaya
Title	Corporate Controller
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	May 30, 2024
Expiration Date	February 28, 2025
Arrangement Duration	274 days
Aggregate Available	19,959	19,959

Fair Value Measurement - Schedule of Aggregate Fair Value and Principal Outstanding of All Loans And Loans 90 Days or More Past Due (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

^[1]

$ 820,628

$ 1,156,413

Outstanding principal balance

866,555

1,182,577

Net fair value and accrued interest adjustments

(45,927)

(26,164)

Loans (at fair value) | Auto Loans

820,628

1,156,413

Loans (at fair value) | HELOCs

294,200

343,100

Loans > 90 Days Past Due | Loans (at fair value)

15,300

Outstanding principal balance

12,183

15,310

Net fair value and accrued interest adjustments

(10,134)

(12,260)

Loans > 90 Days Past Due | Loans (at fair value) | Auto Loans

2,049

3,050

$ 1,800

$ 2,800

[1]	Includes $179.1 million and $135.1 million of loans, at fair value, contributed as collateral for the consolidated securitization as of December 31, 2023 and June 30, 2024, respectively. Refer to “Note 6. Fair Value Measurement” for details.

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

Amortized cost, before allowance for credit loss, of financing receivable. Excludes financing receivable covered under loss sharing agreement and net investment in lease.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481990/310-10-45-13

Reference 2: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481962/310-10-50-7A

Reference 3: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 310
-SubTopic 10
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-Section 50
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481962/310-10-50-29

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Name Regulation S-K (SK)
-Number 229
-Section 1405
-Paragraph a
-Subparagraph (1)
-Publisher SEC

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Number 229
-Section 1405
-Paragraph a
-Subparagraph (2)
-Publisher SEC

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Regulation S-K (SK)
-Number 229
-Section 1404
-Paragraph a
-Publisher SEC

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 326
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Reference 8: http://www.xbrl.org/2003/role/exampleRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479344/326-20-45-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(3)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479319/326-20-50-14

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479319/326-20-50-5

Income Taxes - Schedule of Effective Tax Rates (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 15	$ 18	$ 29	$ 34
Effective tax rate	(0.03%)	(0.06%)	(0.02%)	(0.02%)

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
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-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Schedule of Net Loss Per Share

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Numerator:
Net loss	$	(28,165)	$	(54,470)	$	(157,419)	$	(119,068)






Denominator:
Weighted-average common shares outstanding used to calculate net loss per share, basic	83,130,638		88,435,893		82,524,403		87,733,294

Weighted-average common shares outstanding used to calculate net loss per share, diluted	83,130,638		88,435,893		82,524,403		87,733,294

Net loss per share, basic	$	(0.34)	$	(0.62)	$	(1.91)	$	(1.36)
Net loss per share, diluted	$	(0.34)	$	(0.62)	$	(1.91)	$	(1.36)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2024	2023	2024

Options to purchase common stock	13,370,041	13,229,971	13,370,041	13,229,971
Unvested RSUs	7,274,949	5,141,818	7,274,949	5,141,818

Purchase rights committed under the ESPP	166,384	152,542	166,384	152,542

Convertible debt	2,318,078	2,318,078	2,318,078	2,318,078

Total	23,129,452	20,842,409	23,129,452	20,842,409

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible assets

Goodwill and Intangible Assets

Goodwill

During the six months ended June 30, 2024, there were no changes in the carrying amount of goodwill of $67.1 million on the Company’s condensed consolidated balance sheets.

Intangible Assets

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


		December 31, 2023									June 30, 2024
	Gross Carrying Value			Accumulated Amortization			Net Carrying Value			Gross Carrying Value			Accumulated Amortization			Net Carrying Value
Developed technology		$	9,400		$	(8,617)		$	783		$	9,400		$	(9,400)		$	—
Customer relationships		13,700			(3,139)			10,561			13,700			(3,710)			9,990
Total intangible assets		$	23,100		$	(11,756)		$	11,344		$	23,100		$	(13,110)		$	9,990

Amortization expense was $1.1 million and $2.1 million for the three and six months ended June 30, 2023, respectively, and $0.3 million and $1.4 million for the three and six months ended June 30, 2024, respectively.

Expected future amortization expense for intangible assets is as follows:


	June 30, 2024
Remaining 2024	$	571
2025	1,142
2026	1,142
2027	1,142
2028	1,142
Thereafter	4,851
Total	$	9,990

Leases (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Future Minimum Lease Payments

Future minimum lease payments are as follows:


	June 30, 2024
Remaining 2024	$	7,492
2025	15,402
2026	15,850
2027	15,474
2028	6,143
Thereafter	2,990
Total undiscounted lease payments	63,351

Less: Present value adjustment	(6,977)
Operating lease liabilities	$	56,374

Schedule of Operating Lease Expense and Supplemental Cash and Non-cash Information

Operating lease expense was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Rent expense	$	4,009	$	3,542	$	8,047	$	7,083
Variable lease payments	$	944	$	1,008	$	1,920	$	1,925

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Cash paid for amounts included in the measurement of lease liabilities	$	3,795	$	3,589	$	7,460	$	7,259

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



									June 30, 2024
Weighted-average remaining lease term (in years)									4.08
Weighted-average discount rate									5.16%

Borrowings - Narrative (Details) $ / shares in Units, shares in Millions		3 Months Ended		6 Months Ended
	Aug. 20, 2021 USD ($) day $ / shares shares	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Apr. 24, 2024 USD ($)	Apr. 23, 2024 USD ($)	Dec. 31, 2023 USD ($)
ULT Warehouse Credit Facility - UnCommitted \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Maximum borrowing capacity		$ 150,000,000		$ 150,000,000		$ 150,000,000	$ 75,000,000
2026 ("Notes")
Schedule of Borrowings [Line Items]
Convertible notes payable		654,500,000		654,500,000				$ 653,000,000
Purchase of capped calls	$ 58,500,000
Initial conversion price (in dollars per share) \| $ / shares	$ 285.26
Initial cap price (in dollars per share) \| $ / shares	$ 400.36
Capped call cover (in shares) \| shares	2.3
2026 ("Notes") \| Fair Value, Inputs, Level 2
Schedule of Borrowings [Line Items]
Fair value of convertible senior notes		531,000,000.0		531,000,000.0				$ 488,700,000
2026 ("Notes") \| Convertible Debt
Schedule of Borrowings [Line Items]
Aggregate principal amount	$ 661,300,000
Stated interest rate	0.25%
Additional aggregate principal	$ 86,300,000
Net proceeds from sale of the notes	$ 645,500,000
Initial conversion rate (in shares)	0.0035056
Initial conversion price (in dollars per share) \| $ / shares	$ 285.26
Percent of the principal amount	100.00%
2026 ("Notes") \| Convertible Debt \| Conversion Period One
Schedule of Borrowings [Line Items]
Trading days \| day	20
Consecutive trading days \| day	30
Conversion price maximum threshold	130.00%
2026 ("Notes") \| Convertible Debt \| Conversion Period Two
Schedule of Borrowings [Line Items]
Trading days \| day	5
Consecutive trading days \| day	5
Percentage of the last reported sale price	98.00%
2026 ("Notes") \| Convertible Debt \| Conversion Period Three
Schedule of Borrowings [Line Items]
Redemption price (in percent)	100.00%
Trading days \| day	20
Consecutive trading days \| day	30
Conversion price maximum threshold	130.00%
Gross debt issuance cost	$ 15,700,000
Amortization of debt issuance costs		$ 800,000	$ 800,000	$ 1,500,000	$ 1,500,000
Effective interest rate		0.70%		0.70%

Stockholders’ Equity (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Shares and Warrants Reserved for Issuance


	December 31,	June 30,
	2023	2024
Options issued and outstanding	12,617,254	13,229,971
Restricted stock units outstanding	5,534,394	5,141,818

Shares available for future issuance under 2020 plan	6,420,703	7,961,242
Shares available for issuance under employee stock purchase plan	2,896,226	3,561,383
Total	27,468,577	29,894,414

Schedule of Stock Option Activity

The following table summarizes stock option activity for the six months ended June 30, 2024:


	Number of Options	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Balances at December 31, 2023	12,617,254	$	14.57	6.1	$	375,897

Options granted	1,267,617	25.76
Options exercised	(621,102)	3.56
Options cancelled and forfeited	(33,798)	16.43
Balances at June 30, 2024	13,229,971	16.15		6.1	156,871
Options exercisable – June 30, 2024	9,126,356	12.28		4.9	139,527
Options vested and expected to vest – June 30, 2024	13,205,397	$	16.12	6.1	$	156,855

Schedule of Restricted Stock Units and Restricted Stock

The following table summarizes RSU activity for the six months ended June 30, 2024:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2023	5,534,394	$	34.90
RSUs granted	2,051,999	25.67
RSUs vested	(1,934,708)	32.45
RSUs cancelled and forfeited	(509,867)	34.75
Unvested at June 30, 2024	5,141,818	$	32.15

Schedule of Stock Options Fair Value Assumptions

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

Three Months Ended June 30,

Six Months Ended June 30,

2023

2024

2023

2024

Expected term (in years)

5.2 – 5.3

5.2 – 7.0

5.3 – 7.0

Expected volatility

53.13% – 53.26%

50.96% – 53.26%

50.32% – 53.38%

Risk-free interest rate

3.74%

3.45% – 3.74%

4.21% – 4.27%

Dividend yield

—%

*No options were granted during the three months ended June 30, 2024.

Schedule of Employee Stock Purchase Plan Fair Value Assumptions

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2024	2023	2024
Expected term (in years)	*	*	0.5	0.5
Expected volatility	*	*	97.74%	96.69%
Risk-free interest rate	*	*	4.97%	5.30%
Dividend yield	*	*	—%	—%

_________

*No ESPP purchase rights were granted during the three months ended June 30, 2023 and 2024.

Schedule of Stock-based Compensation Expense

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Sales and marketing	$	(1,505)	$	3,078	$	1,867	$	6,056
Customer operations	3,093		2,120		5,976		4,083
Engineering and product development	18,708		17,917		75,367		37,127
General, administrative, and other	12,300		11,094		23,495		22,720
Total	$	32,596	$	34,209	$	106,705	$	69,986

Derivative Financial Instruments - Narrative (Details)	Jun. 30, 2023	Feb. 28, 2023
Interest rate caps
Derivative [Line Items]
Interest cap rate	3.25%	3.00%

Leases - Schedule of Operating Lease Expense and Supplemental Cash and Non-cash Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases [Abstract]
Rent expense	$ 3,542	$ 4,009	$ 7,083	$ 8,047
Variable lease payments	1,008	944	1,925	1,920
Cash paid for amounts included in the measurement of lease liabilities	$ 3,589	$ 3,795	$ 7,259	$ 7,460
Weighted-average remaining lease term (in years)	4 years 29 days		4 years 29 days
Weighted-average discount rate	5.16%		5.16%

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

Other assets at fair value

$ 50,860

$ 48,897

Accrued expenses and other liabilities at fair value

$ 16,663

$ 10,510

Common stock, par value (in dollars per share)

$ 0.0001

Common stock, authorized (in shares)

700,000,000

Common stock, issued (in shares)

89,084,180

86,330,303

Common stock, outstanding (in shares)

89,084,180

86,330,303

Loans held in consolidated securitization

$ 135,100

$ 179,100

Assets

374,791

368,405

185,827

99,382

Other assets (includes $5,958 and $5,123 at fair value as of December 31, 2023 and June 30, 2024, respectively)

^[1]

820,628

1,156,413

143,990

146,227

Total assets

^[2]

1,820,224

2,017,100

Liabilities

65,502

53,580

Payable to securitization note holders (at fair value)

912,727

1,040,424

113,652

141,416

Accrued expenses and other liabilities

77,259

84,051

Total liabilities

^[2]

1,225,514

1,381,795

Total stockholders’ equity

594,710

635,305

Variable Interest Entity, Primary Beneficiary

Other assets at fair value

5,123

5,958

Assets

524

1,603

61,084

23,450

Other assets (includes $5,958 and $5,123 at fair value as of December 31, 2023 and June 30, 2024, respectively)

803,111

1,147,423

18,136

22,917

Total assets

882,855

1,195,393

Liabilities

121

Payable to securitization note holders (at fair value)

258,203

387,440

113,652

141,416

Accrued expenses and other liabilities

3,036

1,975

Total liabilities

374,905

530,952

Total stockholders’ equity

$ 507,950

$ 664,441

[1]

[2]


	December 31,		June 30,
	2023		2024
Assets
Cash	$	1,603	$	524
Restricted cash	23,450		61,084
Loans (at fair value)	1,147,423		803,111


Other assets (includes $5,958 and $5,123 at fair value as of December 31, 2023 and June 30, 2024, respectively)	22,917		18,136
Total assets	$	1,195,393	$	882,855

Liabilities

Payable to investors	$	121	$	14
Borrowings	387,440		258,203

Payable to securitization note holders (at fair value)	141,416		113,652
Accrued expenses and other liabilities	1,975		3,036
Total liabilities	530,952		374,905
Total net assets	$	664,441	$	507,950

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	20,842,409	23,129,452	20,842,409	23,129,452
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	13,229,971	13,370,041	13,229,971	13,370,041
Unvested RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	5,141,818	7,274,949	5,141,818	7,274,949
Purchase rights committed under the ESPP
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	152,542	166,384	152,542	166,384
Convertible debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	2,318,078	2,318,078	2,318,078	2,318,078

Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Cash flows from operating activities

Net loss

$ (119,068)

$ (157,419)

Adjustments to reconcile net loss to net cash provided by operating activities:

Change in fair value of loans

103,778

90,341

Change in fair value of servicing assets

8,201

10,165

Change in fair value of servicing liabilities

(817)

(1,468)

Change in fair value of beneficial interest assets

(1,067)

1,956

Change in fair value of beneficial interest liabilities

9,344

(85)

Change in fair value of other financial instruments

(4,316)

(2,271)

Stock-based compensation

69,986

106,705

Gain on loan servicing rights, net

(5,897)

(6,960)

Depreciation and amortization

10,460

10,866

Non-cash interest expense

1,541

1,533

Other

(6,084)

(1,917)

Net changes in operating assets and liabilities:

Purchases of loans held-for-sale

(1,570,013)

(1,250,346)

Proceeds from sale of loans held-for-sale

1,491,994

1,266,604

Principal payments received for loans held-for-sale

115,335

101,829

Principal payments received for loans held by consolidated securitization

24,714

Payments on beneficial interest liabilities

(2,367)

Other assets

5,722

(3,826)

Operating lease liability and right-of-use asset

(400)

1,438

Payable to investors for beneficial interest assets

^[1]

4,108

Accrued expenses and other liabilities

(13,129)

(29,657)

Cash flows from investing activities

117,917

141,596

Purchases and originations of loans held-for-investment

(110,941)

(83,868)

Principal payments received for loans held-for-investment

60,207

50,427

Principal payments received for notes receivable and repayments of residual certificates

2,681

2,996

Purchases of property and equipment

(721)

(1,150)

Capitalized software costs

(3,356)

(6,324)

Acquisition of beneficial interest assets

(63,246)

(26,427)

Proceeds from beneficial interest assets

1,729

Net cash used in investing activities

(113,647)

(64,346)

Cash flows from financing activities

Proceeds from borrowings

247,510

340,370

Repayments of borrowings

(154,999)

(397,644)

Principal payments made on securitization notes

(28,446)

Proceeds from issuance of common stock under employee stock purchase plan

^[1]

17,714

(54,944)

4,565

5,728

Proceeds from exercise of stock options

2,219

6,672

(2)

(6)

Net cash provided by (used in) financing activities

88,561

(99,824)

Change in cash and restricted cash

92,831

(22,574)

Cash and restricted cash at beginning of period

467,787

532,467

Cash and restricted cash at end of period

560,618

509,893

Supplemental disclosures of cash flow information

Cash paid for interest

24,510

12,240

Cash (received) paid for income taxes, net

213

(989)

Supplemental disclosures of non-cash investing and financing activities

Beneficial interests obtained in connection with loan sale

13,555

Beneficial interest assets included in payable to investors

4,108

Settlement of borrowings in connection with loan sale

221,749

Issuance of line of credit receivable

(8,261)

Capitalized stock-based compensation expense

1,705

4,030

Cash and Restricted Cash

374,791

Total cash and restricted cash

185,827

$ 560,618

$ 509,893

[1]	During the second quarter of 2024, the Company elected to change the presentation of changes in the payable to investors balance on the condensed consolidated statement of cash flows, refer to “Note 1. Description of Business and Significant Accounting Policies” for further details.

Beneficial Interests

6 Months Ended

Jun. 30, 2024

Beneficial Interests [Abstract]

Beneficial Interests

The Company’s beneficial interests are associated with committed capital and other co-investment arrangements with a number of third-party institutional investors and lending partners, in which the Company puts certain amounts of assets at risk. The risk is subject to a dollar cap which represents the Company’s maximum exposure to losses in each particular arrangement. The Company is obligated to make payments to these third-parties or is entitled to receive payments from them if credit performance of the loans sold under the arrangements deviates from initial expectations set at the time of loan sale or origination. The maximum exposure to losses is determined by contractual terms and includes restricted cash held on the Company’s condensed consolidated balance sheets for certain arrangements. As of December 31, 2023 and June 30, 2024, the Company’s aggregate maximum exposure to losses under the committed capital and other co-investment arrangements was approximately $99 million and $260 million, of which $12.1 million and $66.6 million was in a form of restricted cash, respectively. Beneficial interests represent the value of the future cash flows as part of these arrangements, discounted to the present value based on expected performance.

The Company’s beneficial interests are associated with entities that meet the definition of a VIE or are evaluated under the voting interest model. The Company has variable interests in certain entities established in relation to its committed capital and co-investment arrangements, including purchaser trusts, which are unconsolidated VIEs. While the Company holds variable interests in these unconsolidated VIEs through committed capital and co-investment arrangements and as the servicer of the loans sold, the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance and has determined that it is not the primary beneficiary.

The Company’s beneficial interests either meet the definition of a derivative or meet the criteria of a debt security. The following table presents the aggregate outstanding principal balance of the underlying loan portfolios as well as the fair value of beneficial interest assets, which are presented as a separate asset line item on the condensed consolidated balance sheets and beneficial interest liabilities which are presented in other liabilities on the condensed consolidated balance sheets.


	December 31, 2023				June 30, 2024
	Outstanding Principal Balance		Fair Value		Outstanding Principal Balance		Fair Value

Beneficial interest assets	$	958,870	$	41,012	$	2,117,435	$	97,804
Beneficial interest liabilities	$	769,102	$	4,221	$	1,010,089	$	11,198


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Fair value adjustments and realized losses on beneficial interests, net	$	(1,956)	$	(8,176)	$	(1,956)	$	(22,210)

Refer to “Note 6. Fair Value Measurement” for additional information.

Description of Business and Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements included in our Annual Report on Form 10-K. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive loss and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated of any future annual or interim periods. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been omitted pursuant to rules and regulations of the Securities and Exchange Commission. Accordingly, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023.
Reclassifications	Reclassifications During the second quarter of 2024, the Company elected to change its presentation of changes in the payable to investors balance on the condensed consolidated statement of cash flows. Payable to investors balance consists of a) liabilities associated with fiduciary cash that is temporarily held by the Company on behalf of our institutional investors and is presented within restricted cash on the condensed consolidated balance sheets; and b) cash payable to investors for acquisitions or settlements of beneficial interests. Under the new presentation, the portion of the payable to investors balance related to fiduciary cash is reclassified from operating to financing activities within the condensed consolidated statement of cash flows. There is no change in the presentation for the change in the payable to investors balance related to acquisition and settlements of beneficial interests. Comparative amounts have been reclassified to conform to the current period presentation.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements, which Management believes are critical in understanding and evaluating the Company’s reported financial results include: (i) fair value determinations; (ii) stock-based compensation; (iii) consolidation of VIEs; and (iv) the evaluation for impairment of goodwill. The Company bases its estimates on various factors it believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.
Fair Value Measurement	Fair Value Measurement During the six months ended June 30, 2024, the Company elected the fair value option on the line of credit receivable issued to a third-party, and classified as a Level 3 investment within the fair value hierarchy.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements The Company did not adopt any new accounting standards during the six months ended June 30, 2024. Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. Specifically, the new guidance requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker, and an amount for other segment items by reportable segment, with a description of its composition. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, and provide new segment disclosure requirements for entities with a single reportable segment. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the amendments to its condensed consolidated financial statements or related disclosures and plans to include any additional required disclosures relating to its segments beginning in the 2024 Annual Report on Form 10-K. In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The amendments in this update require entities that hold certain crypto assets to subsequently measure them at fair value, with changes in fair value recorded in net income. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. This ASU is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements or related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require entities to disclose specific categories in the effective tax rate reconciliation and provide additional information for reconciling items where the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income/loss by the applicable statutory income tax rate. In addition, entities are required to disclose the year-to-date amount of income taxes paid (net of refunds received) disaggregated by jurisdictions. This ASU is effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the impact of these amendments to its condensed consolidated financial statements or related disclosures and plans to include the additional required disclosures relating to income taxes beginning in the 2025 Annual Report on Form 10-K.
Consolidated VIEs	Consolidated VIEs The Company consolidates VIEs in which the Company has a variable interest and is determined to be the primary beneficiary. This determination is based on whether the Company has a variable interest (or combination of variable interests) that provides the Company with both (a) the power to direct the activities that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or right to receive benefits that could be potentially significant to the VIE. The Company continually reassesses whether it is the primary beneficiary of a VIE throughout the entire period the Company is involved with the VIE. The Company also determines whether decision-maker or service-provider fees are variable interests. Decision-maker or service-provider fees are not considered variable interests when the arrangement does not expose the Company to risks of loss that a potential VIE was designed to pass on to its variable interest holders, the fees are commensurate, the arrangement is at market, and the Company does not have any other interests (including direct interests and certain indirect interests held through related parties) that absorb more than an insignificant amount of a VIE’s potential variability. This determination can have a significant impact on the Company’s consolidation analysis, as it could affect whether a legal entity is a VIE and whether the Company is the primary beneficiary of a VIE. When the Company’s decision-maker or service-provider fee is not a variable interest, the Company is viewed as acting as a fiduciary for the potential VIE.
Variable Interest Entities and Consolidated Securitization	Unconsolidated VIEs The Company’s transactions with unconsolidated VIEs include securitizations of unsecured personal whole loans and sales of whole loans to VIEs, including loan sales under its committed capital and other co-investment arrangements. Refer to “Note 5. Beneficial Interests” for additional information on unconsolidated VIEs related to committed capital and other co-investment arrangements. Securitizations While the Company continues to be involved with the unconsolidated VIEs in its role as the sponsor and the servicer of securitization transactions, the Company does not hold a significant economic interest in these entities and has determined that it is not the primary beneficiary of these entities. The Company’s unconsolidated VIEs include entities established as the issuers and grantor trusts for various securitization transactions. In cases where the VIEs are not consolidated and the transfer of the loans from the Company to the securitization trust meets sale accounting criteria, the Company recognizes a gain or loss on sales of loans. The net proceeds of the sale represent the fair value of any assets obtained or liabilities incurred as part of the transaction. The assets are transferred into a trust such that the assets are legally isolated from the creditors of the Company and are not available to satisfy obligations of the Company. These assets can only be used to settle obligations of the underlying securitization trusts. During the six months ended June 30, 2024, the Company exercised clean up calls related to two historical unconsolidated securitizations and subsequently liquidated the associated entities. As part of the clean up call, the Company, as servicer, repurchased the remaining collateral and received the cash reserve amounts held by the related entities. The clean up calls had no material impact on the condensed consolidated financial statements of the Company. The Company’s maximum exposure to loss from its involvement with unconsolidated VIEs represents the estimated loss that would be incurred under severe, hypothetical circumstances, for which the Company believes the possibility is remote. The carrying value of assets that relate to variable interests in unconsolidated VIEs consists of $14.8 million and $11.6 million of securitization notes and residual certificates that are carried at fair value and included in other assets on the condensed consolidated balance sheets as of December 31, 2023 and June 30, 2024, respectively. The Company also had $6.0 million and $3.7 million of cash deposits held as reserve accounts for related securitizations, included in other assets on the condensed consolidated balance sheets as of December 31, 2023 and June 30, 2024. For securitization transactions where the Company is not the risk retaining sponsor, and servicing is the only form of continuing involvement, the Company would only experience a loss if it were required to repurchase such a loan due to a breach in representations and warranties and is not able to collect all repayments, refer to “Note 12. Commitments and Contingencies” for further information. The investors and the securitization trusts have no direct recourse to the Company’s assets, and holders of the securities issued by the securitization trusts can look only to the assets of the securitization trusts that issued their securities for payment. The interests held by the Company and its affiliates are subject principally to the credit and prepayment risk stemming from the underlying unsecured personal whole loans.

Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2024

Other Assets [Abstract]

Schedule of Other Assets

Other assets consisted of the following:


	December 31, 2023		June 30, 2024

Servicing fees and other receivables	$	40,490	$	40,021
Loan servicing assets (at fair value)	28,092		25,790
Other assets	18,589		20,090
Prepaid expenses	17,976		18,145
Notes receivable and residual certificates (at fair value)	14,847		11,642
Intangible assets, net(2)	11,356		10,002
Line of credit receivable (at fair value)(3)	—		8,305
Interest rate caps (at fair value)(1)	5,958		5,123
Deposits	8,919		4,872
Total other assets	$	146,227	$	143,990

_________

(1)Refer to “Note 4. Derivative Financial Instruments” for further information.

(2)Refer to “Note 7. Goodwill and Intangible Assets” for further information.

(3)Refer to “Note 6. Fair Value Measurement” for further information.

Schedule of Property, Equipment, and Software

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


	December 31, 2023		June 30, 2024
Internally developed software	$	55,008	$	60,069
Leasehold improvements	14,281		15,030
Computer and networking equipment	6,054		6,054
Furniture and fixtures	4,761		4,795
Total property, equipment, and software	80,104		85,948
Accumulated depreciation and amortization	(37,449)		(46,220)
Total property, equipment, and software, net	$	42,655	$	39,728

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


	December 31, 2023		June 30, 2024
Accrued expenses	$	28,099	$	29,759
Accrued payroll	30,161		13,905
Accounts payable	12,613		13,879
Beneficial interest liabilities (at fair value)	4,221		11,198


Trailing fee liability (at fair value)	4,251		4,242


Other liabilities	2,668		3,053
Loan servicing liabilities (at fair value)	2,038		1,223
Total accrued expenses and other liabilities	$	84,051	$	77,259

Revenue - Schedule of Customers Accounting for Greater Than 10% of Accounts Receivable (Details) - Customer Concentration Risk	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Customer A \| Revenue Benchmark
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	35.00%	27.00%	37.00%	28.00%
Customer B \| Revenue Benchmark
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	25.00%	33.00%	25.00%	31.00%
Customer B \| Accounts Receivable
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)			11.00%		11.00%
Customer C \| Revenue Benchmark
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	10.00%	11.00%	10.00%	11.00%
Customer C \| Accounts Receivable
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)					15.00%
Customer D [Member] \| Accounts Receivable
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)			13.00%

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Borrowings

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

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


	Borrowings
	December 31, 2023		June 30, 2024

Warehouse credit facilities	$	387,425	$	258,187

Convertible senior notes	661,250		661,250
Total payments due	1,048,675		919,437
Unamortized debt discount	(8,251)		(6,710)
Total borrowings	$	1,040,424	$	912,727

Warehouse Credit Facilities

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


					December 31, 2023				June 30, 2024
Borrowing Description	Stated Interest Rate(1)	Termination and Maturity(2)	Total Borrowing Capacity (3)		Collateral(4)		Outstanding Borrowings		Collateral(4)		Outstanding Borrowings
Upstart Auto Warehouse Trust	Benchmark rate + 3.0%	June 2024 - December 2025	$	—	$	278,022	$	139,483	$	218,419	$	73,927
Upstart Auto Warehouse Trust 2	Benchmark rate + 0% - 4.0%	June 2025 - June 2026	50,000		—		—		—		—
Upstart Loan Trust	Benchmark rate + 2.8% - 3.8%	June 2025 - June 2026	325,000		361,195		247,942		238,105		148,873
Upstart Small Dollar Loan Trust	Benchmark rate + 5.5%	June 2027 - June 2028	100,000		—		—		57,944		35,387
Total			$	475,000	$	639,217	$	387,425	$	514,468	$	258,187

_________

(1)The interest rates on our warehouse credit facilities are floating and designed as a reference rate plus a spread. Reference rates include the Compounded Secured Overnight Financing Rate and weighted-average cost of commercial paper notes issued by the lender. The stated interest rate excludes unused commitment fees which range from 0.5% to 1.0%. The undrawn fee for Upstart Small Dollar Loan Trust is the dollar amount of interest and fees that would have been due if the daily average aggregate outstanding principal balance was equal to 75% of the then-applicable borrowing base.

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

(3)Total capacity is as of June 30, 2024. All amounts are committed, except for Upstart Small Dollar Loan Trust of $100.0 million and Upstart Loan Trust for which $150.0 million of the $325.0 million total capacity is uncommitted. As of June 30, 2024, the Upstart Auto Warehouse Trust facility is in the amortization period and can no longer be drawn on.

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

On April 24, 2024, Upstart Loan Trust entered into an amendment to the Amended and Restated Revolving Credit and Security Agreement, which increased the uncommitted portion of the total borrowing capacity to purchase unsecured personal loans from $75.0 million to $150.0 million. All other key terms of the agreement remain the same.

On June 14, 2024, the waiver for breach of certain covenants under the Upstart Auto Warehouse Trust facility expired. On June 7, 2024, prior to the expiration, Upstart Auto Warehouse Trust amended its credit agreement to extend the maturity date to December 14, 2025. The amortization period began on June 14, 2024 and accordingly, Upstart Auto Warehouse Trust may no longer draw on the facility and all collections that represent repayment of loans pledged as collateral under the facility are applied to reduce the outstanding balance. As of June 30, 2024, the facility was in compliance with all applicable covenants.

On June 28, 2024, Upstart Auto Warehouse Trust 2 entered into a warehouse credit facility for auto loans, and Upstart Small Dollar Loan Trust entered into a warehouse credit facility for small dollar loans. These warehouse credit facilities are secured by a lien and security interest in the auto or small dollar loans, as applicable, the purchases of which are financed by the borrowings. Each of Upstart Auto Warehouse Trust 2 and Upstart Small Dollar Loan Trust may borrow up to the capacity until the facility termination date, and must pay all outstanding amount by the maturity date, under its respective warehouse credit facility.

Convertible Senior Notes

On August 20, 2021, the Company issued $661.3 million aggregate principal amount of 0.25% convertible senior notes due 2026 (“Notes”) pursuant to an indenture (the “Indenture”), (including the exercise in full of the initial purchasers’ option of an additional $86.3 million aggregate principal of additional notes) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from the sale of the Notes were $645.5 million after deducting debt issuance costs.

The Notes represent senior unsecured obligations of the Company and bear interest at a rate of 0.25% per year, payable semiannually in arrears on February 15 and August 15 of each year beginning on February 15, 2022. The Notes mature on August 15, 2026 unless earlier converted, redeemed, or repurchased in accordance with their terms.

The Notes will be convertible at an initial conversion rate of 3.5056 shares of our common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of $285.26 per share, subject to adjustment if certain events occur. Following certain corporate events that may occur prior to the maturity date or following our issuance of a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its Notes in connection with such corporate event or during the related redemption period in certain circumstances. Additionally, upon the occurrence of a corporate event that constitutes a “fundamental change” per the Indenture, holders of the Notes may require the Company to repurchase for cash all or a portion of their respective notes at a purchase price equal to 100% of the principal amount of the Note plus accrued and unpaid interest.

Holders may convert their Notes at their option any time prior to the close of business on the business day immediately preceding May 15, 2026 only under the following circumstances:

(1) during any calendar quarter commencing after December 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive)

during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

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

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

(4) upon the occurrence of specified corporate events.

On or after May 15, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, either cash, shares of common stock or a combination of cash and shares of common stock, at its election.

The Company may not redeem the Notes prior to August 20, 2024. The Company may redeem for cash all or any portion of the Notes, at our option, on or after August 20, 2024, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

The Company accounted for the issuance of the Notes as a single liability at par as the conversion feature does not require bifurcation as a derivative under ASC 815 and the Notes were not issued at a substantial premium. Debt issuance costs related to the Notes totaled $15.7 million and consisted of underwriting fees and third-party offering costs, which are amortized to interest expense using the effective interest method over the contractual term. The Company recorded immaterial coupon interest expense for all periods presented. The Company also recorded $0.8 million, and $1.5 million for the three and six months ended June 30, 2023, respectively, and $0.8 million and $1.5 million for the three and six months ended June 30, 2024, respectively, of amortization of debt issuance costs within other income, net on the condensed consolidated statements of operations and comprehensive loss. The effective interest rate of the Notes is 0.7%.

The estimated fair value of the Notes as of December 31, 2023 and June 30, 2024 was approximately $488.7 million and $531.0 million, respectively, which represent Level 2 valuations in the fair value hierarchy. The estimated fair value was determined based on the estimated or actual bids and offers of the Notes in an over-the-counter market. The carrying value of the Notes as of December 31, 2023 and June 30, 2024 was $653.0 million and $654.5 million, respectively.

Capped Call Transactions

The Company used $58.5 million of the net proceeds from the Notes to enter into privately negotiated capped call instruments (“Capped Calls”) with certain financial institutions. The Capped Calls each have an initial strike price of $285.26 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls each have an initial cap price of $400.36 per share. The Capped Calls cover, subject to anti-dilution adjustments, 2.3 million shares of common stock. The Capped Calls are expected to reduce the potential dilution to common stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, in the event the market

price per share of common stock, as measured under the terms of the Capped Call, is greater than the strike price of the Capped Call, with such reduction and/or offset subject to a cap. If, however, the market price per share of the common stock, as measured under the terms of the Capped Call, exceeds the cap price of the Capped Calls, there would be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price per share of the common stock exceeds the cap price of the Capped Calls. The Capped Calls expire on August 15, 2026, subject to earlier exercise.

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

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


	June 30, 2024

Remaining 2024	$	—
2025	73,927
2026	810,123
2027	—
2028	35,387
Thereafter	—
Total	$	919,437

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
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-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Net Loss Per Share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net loss	$ (54,470)	$ (28,165)	$ (119,068)	$ (157,419)
Denominator:
Weighted-average common shares outstanding used to calculate net loss per share, basic (in shares)	88,435,893	83,130,638	87,733,294	82,524,403
Weighted-average common shares outstanding used to calculate net loss per share, diluted (in shares)	88,435,893	83,130,638	87,733,294	82,524,403
Net loss per share, basic (in dollars per share)	$ (0.62)	$ (0.34)	$ (1.36)	$ (1.91)
Net loss per share, diluted (in dollars per share)	$ (0.62)	$ (0.34)	$ (1.36)	$ (1.91)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Schedule of Assets and Liabilities Measured at Fair Value

Fair Value Measurement - Narrative (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans on non-accrual status	120 days
Charges-off loans	120 days
Line of credit receivable	$ 8,305,000	$ 0
Payable to securitization note holders (at fair value)	113,652,000	141,416,000
Loan servicing assets	25,790,000	28,092,000
Loan servicing liabilities	1,223,000	2,038,000
Beneficial interest assets (at fair value)	97,804,000	41,012,000
Beneficial interest liabilities	11,198,000	4,221,000
Trailing fee liability (at fair value)	4,242,000	4,251,000
Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Line of credit receivable	8,305,000	0
Notes receivable and residual certificates	11,642,000	14,847,000
Payable to securitization note holders (at fair value)	113,652,000	141,416,000
Impact of 100 point increase in discount rate	1,300,000	1,900,000
Impact of 200 point increase in discount rate	2,600,000	3,700,000
Loan servicing assets	25,790,000	28,092,000
Loan servicing liabilities	1,223,000	2,038,000
Beneficial interest assets (at fair value)	97,804,000	41,012,000
Beneficial interest liabilities	$ 11,198,000	$ 4,221,000

Reorganization Expenses	6 Months Ended
Reorganization Expenses	Jun. 30, 2024
Reorganizations [Abstract]
Reorganization Expenses	Reorganization Expenses On January 31, 2023, the Company implemented a plan of reorganization (the “January 2023 Plan”). The January 2023 Plan was designed to reduce operating costs, streamline operations and return the Company to profitability. As part of the January 2023 Plan, the Company reduced its workforce by approximately 20%, or 365 employees, and suspended development of its small business loan product. During the six months ended June 30, 2023, the Company incurred $15.5 million of reorganization expenses in relation to the January 2023 plan, which primarily consisted of severance charges related to employee cash compensation, benefits, and associated taxes. The Company also recognized an impairment expense of $2.6 million for previously capitalized internally developed software costs. In addition to these charges, the Company recognized $2.9 million of one-time non-cash savings related to the reversal of previously expensed stock-based compensation associated with forfeited stock awards for the six months ended June 30, 2023. These reorganization costs are reported in the relevant operating expense caption on the condensed consolidated statements of operations and comprehensive loss. To further decrease operating costs, streamline operations, and return Upstart to profitability in the future, during the three months ended June 30, 2024, the Company implemented an additional series of initiatives which reduced the Company’s workforce by approximately 10%. In relation to these initiatives, the Company incurred $3.8 million in charges related to severance payments, employee benefits and associated taxes during the three months ended June 30, 2024. These reorganization costs are reported in the relevant operating expense caption on the condensed consolidated statements of operations and comprehensive loss. As of June 30, 2024, the Company has made all cash payments to impacted employees.

Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Assets
Loan servicing assets	$ 25,790,000	$ 28,092,000
Line of credit receivable	8,305,000	0
Total assets	969,292,000	1,246,322,000
Liabilities
Payable to securitization note holders	113,652,000	141,416,000
Trailing fee liabilities	4,200,000	4,300,000
Beneficial interest liabilities	11,198,000	4,221,000
Loan servicing liabilities	1,223,000	2,038,000
Fair Value, Inputs, Level 3
Assets
Loans	820,628,000	1,156,413,000
Beneficial interest assets	97,804,000	41,012,000
Loan servicing assets	25,790,000	28,092,000
Notes receivable and residual certificates	11,642,000	14,847,000
Line of credit receivable	8,305,000	0
Liabilities
Payable to securitization note holders	113,652,000	141,416,000
Trailing fee liabilities	4,242,000	4,251,000
Beneficial interest liabilities	11,198,000	4,221,000
Loan servicing liabilities	1,223,000	2,038,000
Total liabilities	130,315,000	151,926,000
Fair Value, Inputs, Level 2
Assets
Interest rate caps	$ 5,123,000	$ 5,958,000

Stockholders’ Equity - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
Number of Options
Beginning balance (in shares)		12,617,254
Options granted (in shares)	0	1,267,617
Options exercised (in shares)		(621,102)
Options cancelled and forfeited (in shares)		(33,798)
Ending balance (in shares)	13,229,971	13,229,971	12,617,254
Options exercisable (in shares)	9,126,356	9,126,356
Options vested and expected to vest (in shares)	13,205,397	13,205,397
Weighted-Average Exercise Price Per Share
Options outstanding (in dollars per share)		$ 14.57
Options granted (in dollars per share)		25.76
Options exercised (in dollars per share)		3.56
Options cancelled and forfeited (in dollars per share)		16.43
Options outstanding (in dollars per share)	$ 16.15	16.15	$ 14.57
Options exercisable, weighted average exercise price per share (in dollars per share)	12.28	12.28
Options vested and expected to vest, weighted average exercise price per share (in dollars per share)	$ 16.12	$ 16.12
Weighted-Average Remaining Contractual Life (years)
Options outstanding		6 years 1 month 6 days	6 years 1 month 6 days
Options exercisable		4 years 10 months 24 days
Options vested and expected to vest		6 years 1 month 6 days
Aggregate Intrinsic Value
Balances aggregate intrinsic value	$ 156,871	$ 156,871	$ 375,897
Options exercisable	139,527	139,527
Options vested and expected to vest	$ 156,855	$ 156,855

Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

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


		December 31,		June 30,
	Level	2023		2024
Assets
Loans	3	$	1,156,413	$	820,628
Beneficial interest assets	3	41,012		97,804
Loan servicing assets	3	28,092		25,790
Notes receivable and residual certificates	3	14,847		11,642
Line of credit receivable	3	—		8,305
Interest rate caps(1)	2	5,958		5,123
Total assets		$	1,246,322	$	969,292
Liabilities
Payable to securitization note holders	3	$	141,416	$	113,652
Beneficial interest liabilities	3	4,221		11,198
Trailing fee liabilities	3	4,251		4,242
Loan servicing liabilities	3	2,038		1,223
Total liabilities		$	151,926	$	130,315

__________

Schedule of Fair Value by Classes of Loans Held by the Company

The following table presents the fair value of classes of loans included in the Company’s condensed consolidated balance sheets as of December 31, 2023 and June 30, 2024:


	December 31,		June 30,
	2023		2024
Loans held-for-sale	$	830,574	$	497,922
Loans held-for-investment	146,768		187,586
Loans held in consolidated securitization	179,071		135,120
Total	$	1,156,413	$	820,628

Schedule of Significant Unobservable Inputs


	December 31, 2023						June 30, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	9.63	%	23.22	%	12.06	%	10.20	%	23.22	%	12.44	%
Credit risk rate	0.01	%	93.10	%	17.66	%	0.01	%	93.11	%	17.54	%
Prepayment rate	0.13	%	95.80	%	36.52	%	0.31	%	93.79	%	34.74	%

_________

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


	December 31, 2023			June 30, 2024
	Minimum	Maximum	Weighted-Average (1)	Minimum		Maximum		Weighted-Average (1)
Discount rate	6.85%	16.00%	9.99%	6.84	%	15.25	%	9.72	%
Credit risk rate	0.61%	37.70%	15.51%	0.66	%	37.70	%	15.54	%
Prepayment rate	6.66%	89.84%	42.73%	6.73	%	89.84	%	42.16	%

_________

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

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

December 31, 2023

June 30, 2024

Minimum

Maximum

Weighted-Average

Minimum

Maximum

Weighted-Average

Discount rate

7.00

_________

* Not applicable


	December 31, 2023						June 30, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Notes receivable and residual certificates
Discount rate	9.99	%	23.22	%	12.74	%	10.46	%	23.22	%	13.11	%
Credit risk rate	0.48	%	50.69	%	16.32	%	0.48	%	50.27	%	16.35	%
Prepayment rate	6.36	%	89.46	%	43.14	%	6.36	%	89.46	%	42.86	%
Payable to securitization note holders
Discount rate	6.85	%	12.30	%	8.48	%	6.84	%	11.57	%	8.67	%
Credit risk rate	0.61	%	37.70	%	15.51	%	0.66	%	37.70	%	15.54	%
Prepayment rate	6.66	%	89.84	%	42.73	%	6.73	%	89.84	%	42.16	%

_________

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


	December 31, 2023						June 30, 2024
	Minimum		Maximum		Weighted-Average(1)		Minimum		Maximum		Weighted-Average(1)
Beneficial interest assets
Discount rate	7.00	%	14.00	%	13.63	%	7.00	%	14.00	%	13.68	%
Credit risk rate spread(2)	(0.85)	%	(0.85)	%	(0.85)	%	(1.44)	%	3.70	%	1.74	%

Beneficial interest liabilities
Discount rate	14.00	%	14.00	%	14.00	%	14.00	%	14.00	%	14.00	%
Credit risk rate spread(2)	0.09	%	9.81	%	8.79	%	10.80	%	16.80	%	13.17	%

_________

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

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


	December 31, 2023						June 30, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	9.63	%	23.22	%	12.88	%	10.20	%	23.22	%	13.20	%
Credit risk rate	0.01	%	88.42	%	17.61	%	0.01	%	72.76	%	18.00	%
Prepayment rate	1.05	%	94.68	%	39.94	%	2.29	%	95.80	%	38.04	%

_________

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

Schedule of Sensitivity Analysis of Fair Value


	December 31,		June 30,
	2023		2024
Fair value of loans held-for-sale and held-for-investment	$	977,342	$	685,508
Discount rates
100 basis point increase	(11,680)		(8,743)
200 basis point increase	(23,127)		(17,290)
Expected credit loss rates on underlying loans
10% adverse change	(12,453)		(8,423)
20% adverse change	(24,979)		(16,781)
Expected prepayment rates
10% adverse change	(1,884)		(1,282)
20% adverse change	(3,756)		(2,555)


	December 31,		June 30,
	2023		2024
Fair value of loans held in consolidated securitization	$	179,071	$	135,120
Discount rates
100 basis point increase	(2,413)		(1,682)
200 basis point increase	(4,785)		(3,332)
Expected credit loss rates on underlying loans
10% adverse change	(2,669)		(2,192)
20% adverse change	(5,227)		(4,305)
Expected prepayment rates
10% adverse change	(1,625)		(557)
20% adverse change	(3,234)		(1,140)

Significant Recurring Level 3 Fair Value Input Sensitivity


	December 31,		June 30,
	2023		2024
Fair value of beneficial interest assets	$	41,012	$	97,804
Discount rate
100 basis point increase	(1,240)		(2,392)
200 basis point increase	(2,431)		(4,694)
Expected credit rate spreads on underlying loans
10% adverse change	(9,059)		(22,610)
20% adverse change	(16,743)		(45,719)




Fair value of beneficial interest liabilities	$	4,221	$	11,198



Expected credit rate spreads on underlying loans
10% adverse change	5,606		5,822
20% adverse change	11,217		11,765

Schedule of Rollforward of Level 3 Assets

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


	Loans Held-for- Sale		Loans Held-for-Investment		Loans Held in Consolidated Securitization		Total
Fair value at March 31, 2023	$	839,482	$	142,747	$	—	$	982,229

Purchases of loans(1)	448,773		41,378		—		490,151
Sale of loans(1)	(550,860)		—		—		(550,860)
Purchase of loans for immediate resale(1)	291,570		—		—		291,570
Immediate resale of loans(1)	(291,570)		—		—		(291,570)
Repayments received(1)	(47,302)		(22,583)		—		(69,885)
Charge-offs and changes in fair value recorded in earnings	866		(15,011)		—		(14,145)
Other changes	(1,108)		1,183		—		75

Fair value at June 30, 2023	$	689,851	$	147,714	$	—	$	837,565

_________

(1) Represents the principal balance.


	Loans Held-for- Sale		Loans Held-for-Investment		Loans Held in Consolidated Securitization		Total
Fair value at December 31, 2022	$	882,810	$	127,611	$	—	$	1,010,421


Purchases of loans(1)	569,388		88,579		—		657,967
Sale of loans(1)	(618,392)		—		—		(618,392)
Purchase of loans for immediate resale(1)	680,959		—		—		680,959
Immediate resale of loans(1)	(680,959)		—		—		(680,959)
Repayments received(1)	(108,803)		(43,455)		—		(152,258)
Charge-offs and changes in fair value recorded in earnings	(34,564)		(27,742)		—		(62,306)
Other changes	(588)		2,721		—		2,133
Fair value at June 30, 2023	$	689,851	$	147,714	$	—	$	837,565

_________

(1) Represents the principal balance.


	Loans Held-for- Sale		Loans Held-for-Investment		Loans Held in Consolidated Securitization		Total
Fair value at March 31, 2024	$	763,314	$	160,229	$	157,322	$	1,080,865

Reclassification of loans(1)	(3,189)		3,189		—		—
Purchases and originations of loans(1)	504,582		64,789		—		569,371
Sale of loans(1)	(672,325)		—		—		(672,325)
Purchase of loans for immediate resale(1)	268,888		—		—		268,888
Immediate resale of loans(1)	(268,888)		—		—		(268,888)
Repayments received(1)	(64,665)		(30,794)		(12,376)		(107,835)
Charge-offs and changes in fair value recorded in earnings	(26,433)		(13,342)		(9,826)		(49,601)
Other changes	(3,362)		3,515		—		153

Fair value at June 30, 2024	$	497,922	$	187,586	$	135,120	$	820,628

_________

(1) Represents the principal balance.


	Loans Held-for- Sale		Loans Held-for-Investment		Loans Held in Consolidated Securitization		Total
Fair value at December 31, 2023	$	830,574	$	146,768	$	179,071	$	1,156,413

Reclassification of loans(2)	(3,189)		3,189		—		—
Purchases and originations of loans(1)(2)	1,083,668		110,941		—		1,194,609
Sale of loans(2)	(1,235,663)		—		—		(1,235,663)
Purchase of loans for immediate resale(2)	486,345		—		—		486,345
Immediate resale of loans(2)	(486,345)		—		—		(486,345)
Repayments received(2)	(119,973)		(55,569)		(24,714)		(200,256)
Charge-offs and changes in fair value recorded in earnings	(52,673)		(23,603)		(19,237)		(95,513)
Other changes	(4,822)		5,860		—		1,038
Fair value at June 30, 2024	$	497,922	$	187,586	$	135,120	$	820,628

_________

(1)Purchase activity includes an immaterial unpaid principal balance related to securitization clean-up calls during the six months ended June 30, 2024.

(2)Represents the principal balance.

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


	Line of Credit Receivable
Fair value at March 31, 2024	$	—
Issuances	8,261
Changes in fair value recorded in earnings	44
Fair value at June 30, 2024	$	8,305


	Line of Credit Receivable
Fair value at December 31, 2023	$	—
Issuances	8,261
Changes in fair value recorded in earnings	44
Fair value at June 30, 2024	$	8,305


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders

Fair value at March 31, 2023	$	5,009	$	—

Repayments and settlements	(1,430)		—
Changes in fair value recorded in earnings	328		—
Fair value at June 30, 2023	$	3,907	$	—


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders
Fair value at December 31, 2022	$	6,181	$	—

Repayments and settlements	(2,996)		—
Changes in fair value recorded in earnings	722		—

Fair value at June 30, 2023	$	3,907	$	—


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders
Fair value at March 31, 2024	$	13,376	$	129,092
Repayments and settlements	(1,456)		(14,882)
Changes in fair value recorded in earnings	(278)		(558)


Fair value at June 30, 2024	$	11,642	$	113,652


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders

Fair value at December 31, 2023	$	14,847	$	141,416

Repayments and settlements	(2,681)		(28,446)
Changes in fair value recorded in earnings	(524)		682
Fair value at June 30, 2024	$	11,642	$	113,652

The following table presents a rollforward of beneficial interest assets and liabilities.


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at March 31, 2023	$	—	$	—
Acquisition of beneficial interests	30,535		—


Changes in fair value recorded in earnings	(1,871)		(85)
Fair value at June 30, 2023	$	28,664	$	(85)


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at December 31, 2022	$	—	$	—
Acquisition of beneficial interests	30,535		—


Changes in fair value recorded in earnings	(1,871)		(85)
Fair value at June 30, 2023	$	28,664	$	(85)


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at March 31, 2024	$	62,214	$	8,485
Acquisition of beneficial interests	41,124		—
Settlement of beneficial interests	(1,729)		(1,658)
Changes in fair value recorded in earnings	(3,805)		4,371
Fair value at June 30, 2024	$	97,804	$	11,198


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at December 31, 2023	$	41,012	$	4,221
Acquisition of beneficial interests(1)	71,400		—
Settlement of beneficial interests	(1,729)		(2,367)
Changes in fair value recorded in earnings	(12,879)		9,344
Fair value at June 30, 2024	$	97,804	$	11,198

_________

(1) Effective June 30, 2024, the Company combined the presentation of payments on beneficial interest assets with acquisition of beneficial interests.

Schedule of Aggregate Fair Value and Principal Outstanding of All Loans And Loans 90 Days or More Past Due


	Loans				Loans > 90 Days Past Due
	December 31,		June 30,		December 31,		June 30,
	2023		2024		2023		2024
Outstanding principal balance	$	1,182,577	$	866,555	$	15,310	$	12,183
Net fair value and accrued interest adjustments	(26,164)		(45,927)		(12,260)		(10,134)
Fair value(1)	$	1,156,413	$	820,628	$	3,050	$	2,049

_________

Schedule of Rollforward of Level 3 Liabilities


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders

Fair value at March 31, 2023	$	5,009	$	—

Repayments and settlements	(1,430)		—
Changes in fair value recorded in earnings	328		—
Fair value at June 30, 2023	$	3,907	$	—


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders
Fair value at December 31, 2022	$	6,181	$	—

Repayments and settlements	(2,996)		—
Changes in fair value recorded in earnings	722		—

Fair value at June 30, 2023	$	3,907	$	—


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders
Fair value at March 31, 2024	$	13,376	$	129,092
Repayments and settlements	(1,456)		(14,882)
Changes in fair value recorded in earnings	(278)		(558)


Fair value at June 30, 2024	$	11,642	$	113,652


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders

Fair value at December 31, 2023	$	14,847	$	141,416

Repayments and settlements	(2,681)		(28,446)
Changes in fair value recorded in earnings	(524)		682
Fair value at June 30, 2024	$	11,642	$	113,652

The following table presents a rollforward of beneficial interest assets and liabilities.


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at March 31, 2023	$	—	$	—
Acquisition of beneficial interests	30,535		—


Changes in fair value recorded in earnings	(1,871)		(85)
Fair value at June 30, 2023	$	28,664	$	(85)


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at December 31, 2022	$	—	$	—
Acquisition of beneficial interests	30,535		—


Changes in fair value recorded in earnings	(1,871)		(85)
Fair value at June 30, 2023	$	28,664	$	(85)


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at March 31, 2024	$	62,214	$	8,485
Acquisition of beneficial interests	41,124		—
Settlement of beneficial interests	(1,729)		(1,658)
Changes in fair value recorded in earnings	(3,805)		4,371
Fair value at June 30, 2024	$	97,804	$	11,198


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at December 31, 2023	$	41,012	$	4,221
Acquisition of beneficial interests(1)	71,400		—
Settlement of beneficial interests	(1,729)		(2,367)
Changes in fair value recorded in earnings	(12,879)		9,344
Fair value at June 30, 2024	$	97,804	$	11,198

_________

(1) Effective June 30, 2024, the Company combined the presentation of payments on beneficial interest assets with acquisition of beneficial interests.

Schedule of Level 3 Fair Value Assumptions for Loan Servicing Assets and Liabilities

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


	December 31, 2023						June 30, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	13.00	%	20.00	%	16.89	%	13.00	%	20.00	%	16.97	%
Credit risk rate	0.05	%	88.42	%	14.93	%	0.05	%	65.36	%	15.28	%
Market-servicing rate (2)(3)	0.62	%	3.72	%	0.62	%	0.62	%	3.70	%	0.62	%
Prepayment rate	1.05	%	96.90	%	41.05	%	2.17	%	96.90	%	39.24	%

_________

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

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

Schedule of Fair Value Sensitivity of Loan Servicing Assets and Liabilities to Adverse Changes in Key Assumptions


	December 31,		June 30,
	2023		2024
Fair value of loan servicing assets	$	28,092	$	25,790
Expected market-servicing rates
10% market-servicing rates increase	(7,475)		(6,929)
20% market-servicing rates increase	(14,916)		(13,835)


	December 31,		June 30,
	2023		2024
Fair value of loan servicing liabilities	$	2,038	$	1,223
Expected market-servicing rates
10% market-servicing rates increase	1,100		648
20% market-servicing rates increase	2,235		1,318

Schedule of Servicing Liabilities at Fair Value Rollforward

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


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at March 31, 2023	$	34,650	$	3,142
Sale of loans	3,375		28
Repayments and other changes in fair value recorded in earnings	(4,686)		(593)
Fair value at June 30, 2023	$	33,339	$	2,577


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2022	$	36,467	$	3,968
Sale of loans	7,037		77
Repayments and other changes in fair value recorded in earnings	(10,165)		(1,468)
Fair value at June 30, 2023	$	33,339	$	2,577


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at March 31, 2024	$	26,753	$	1,585
Sale of loans	2,952		1
Repayments and other changes in fair value recorded in earnings	(3,915)		(363)
Fair value at June 30, 2024	$	25,790	$	1,223


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2023	$	28,092	$	2,038
Sale of loans	5,899		2
Repayments and other changes in fair value recorded in earnings	(8,201)		(817)
Fair value at June 30, 2024	$	25,790	$	1,223

Schedule of Servicing Assets at Fair Value Rollforward

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


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at March 31, 2023	$	34,650	$	3,142
Sale of loans	3,375		28
Repayments and other changes in fair value recorded in earnings	(4,686)		(593)
Fair value at June 30, 2023	$	33,339	$	2,577


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2022	$	36,467	$	3,968
Sale of loans	7,037		77
Repayments and other changes in fair value recorded in earnings	(10,165)		(1,468)
Fair value at June 30, 2023	$	33,339	$	2,577


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at March 31, 2024	$	26,753	$	1,585
Sale of loans	2,952		1
Repayments and other changes in fair value recorded in earnings	(3,915)		(363)
Fair value at June 30, 2024	$	25,790	$	1,223


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2023	$	28,092	$	2,038
Sale of loans	5,899		2
Repayments and other changes in fair value recorded in earnings	(8,201)		(817)
Fair value at June 30, 2024	$	25,790	$	1,223

Schedule of Rollforward of Level 3 Liabilities

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


	Trailing Fee Liabilities
Fair value at March 31, 2023	$	4,449
Issuances	516
Repayments and settlements	(679)
Changes in fair value recorded in earnings	(21)
Fair value at June 30, 2023	$	4,265


	Trailing Fee Liabilities
Fair value at December 31, 2022	$	4,852
Issuances	834
Repayments and settlements	(1,426)
Changes in fair value recorded in earnings	5
Fair value at June 30. 2023	$	4,265


	Trailing Fee Liabilities
Fair value at March 31, 2024	$	4,244
Issuances	573
Repayments and settlements	(648)
Changes in fair value recorded in earnings	73

Fair value at June 30, 2024	$	4,242


	Trailing Fee Liabilities
Fair value at December 31, 2023	$	4,251
Issuances	1,189
Repayments and settlements	(1,311)
Changes in fair value recorded in earnings	113


Fair value at June 30, 2024	$	4,242

Revenue - Schedule of Collection Agency and Borrower Fees (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 130,532	$ 143,689	$ 268,600	$ 260,830
Net loss on servicing rights and fair value adjustments	(602)	(747)	(1,488)	(1,737)
Servicing fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	21,951	27,970	45,193	56,498
Borrower fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	6,356	6,904	13,515	14,641
Collection agency fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	4,117	3,752	8,713	7,668
Other fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	115	45	213	338
Servicing and other fees, net
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 31,937	$ 37,924	$ 66,146	$ 77,408

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of the Notional Amount as well as the Fair Value of Interest Rate Caps

The following table presents the notional amount as well as the fair value of interest rate caps, which is reported as part of other assets on the condensed consolidated balance sheets.


	December 31, 2023				June 30, 2024
	Notional Amount		Fair Value		Notional Amount		Fair Value
Interest rate caps	$	299,578	$	5,958	$	268,802	$	5,123

Revenue

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

Revenue from Fees, Net

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Revenue from fees, net:
Platform and referral fees, net	$	105,765	$	98,595	$	183,422	$	202,454
Servicing and other fees, net	37,924		31,937		77,408		66,146
Total revenue from fees, net	$	143,689	$	130,532	$	260,830	$	268,600

Platform and Referral Fees, Net

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

After origination, Upstart-powered loans are either retained by lending partners, purchased by the Company for immediate resale to institutional investors under loan sale agreements, or purchased and held by the Company. For loans not retained by the lending partners, the Company pays the lending partners a one-time loan premium fee upon completion of the minimum contractual holding period and a monthly loan trailing fee based on the amount and timing of principal and interest payments made by the borrowers of the underlying loans. Both the loan premium fees and loan trailing fees are consideration payable to customers, which are our lending partners, and are recorded as a reduction to platform and referral fees, net, which is part of revenue from fees, net, in the condensed consolidated statements of operations and comprehensive loss. The Company recognized $2.0 million and $3.4 million of loan premium fees and loan trailing fees as contra-revenue within platform and referral fees, net during the three and six months ended June 30, 2023, respectively and $2.2 million and $4.4 million during the three and six months ended June 30, 2024, respectively.

As of December 31, 2023 and June 30, 2024, the Company recognized $4.3 million and $4.2 million of loan trailing fee liabilities, respectively, which is recorded at fair value and included within accrued expenses and other liabilities on the Company’s condensed consolidated balance sheets. Refer to “Note 6. Fair Value Measurement” for additional information on changes in fair value associated with trailing fee liabilities.

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

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

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

June 30, 2023 and an immaterial amount and $2.7 million of subscription fee revenue for the three and six months ended June 30, 2024, respectively.

The Company had $19.5 million and $18.1 million of accounts receivable that are included in other assets on the condensed consolidated balance sheets related to contracts with customers as of December 31, 2023 and June 30, 2024, respectively. The standard payment terms on accounts receivable are 30 days. The Company’s allowance for bad debt and bad debt expense were immaterial for the periods presented.

The Company capitalizes incremental costs of obtaining a contract with a customer, which are certain sales commissions paid to employees in connection with the acquisition of lending partners. Capitalized costs are amortized over the expected period of benefit, which we have determined, based on an analysis, to be three years. The Company applies the practical expedient to expense costs to obtain contracts with customers if the amortization period is one year or less. As of December 31, 2023 and June 30, 2024, the Company had $2.7 million and $2.6 million of contract costs, respectively, capitalized within other assets on the condensed consolidated balance sheets. The Company amortized immaterial amounts of capitalized contracts costs to sales and marketing in the condensed consolidated statements of operations and comprehensive loss for the periods presented.

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2024	2023	2024
Customer A	27%	35%	28%	37%
Customer B	33%	25%	31%	25%
Customer C	11%	10%	11%	10%

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


	December 31,	June 30,
	2023	2024
Customer D	*	13%
Customer B	11%	11%
Customer C	15%	*

* Less than 10%

Servicing and Other Fees, Net

The Company also enters into contracts with lending partners and institutional investors to provide loan servicing for the life of Upstart-powered loans. These services commence upon origination of these loans by lending partners and include collection, processing and reconciliations of payments received, institutional investor reporting and borrower customer support as well as distribution of funds to the holders of the loans. The Company charges the loan holder a monthly servicing fee calculated based on a predetermined percentage of the outstanding principal balance. Servicing fees also include certain ancillary fees charged on a per transaction basis for processing late payments and payments declined due to insufficient funds. Servicing fees are recognized in the period the services are provided. Loan servicing fees are not within the scope of ASC 606, Revenue from Contracts with Customers, and are accounted for under ASC 860, Transfers and Servicing.

The Company charges lending partners and institutional investors for collection agency fees related to their outstanding loan portfolio. The Company either performs borrower collection activities in-house, or outsources to third-party collection agencies particularly for loans that are more than 30 days past due or charged off. The Company has discretion in hiring the collection agencies and determining the scope of their work. As the principal in the arrangement, the Company recognizes gross revenue from collection agency fees in the period that the services are provided. Upstart also receives certain ancillary borrower fees inclusive of late payment fees and ACH fail fees. The total fees charged by collection agencies are recognized in the period incurred and reported as part of customer operations expenses.

Servicing and other fees, net also includes gains and losses on assets and liabilities recognized under loan servicing arrangements for loans retained by lending partners or loans sold to institutional investors. Such gains or losses are recognized based on whether the benefits of servicing are expected to be more or less than adequate compensation for servicing obligations performed by the Company. Servicing fees also include changes in fair value of loan servicing assets and liabilities. Refer to “Note 6. Fair Value Measurement” for additional information on changes in fair value associated with servicing assets and liabilities.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Servicing fees	$	27,970	$	21,951	$	56,498	$	45,193
Borrower fees	6,904		6,356		14,641		13,515
Collection agency fees	3,752		4,117		7,668		8,713
Other fees	45		115		338		213
Net loss on servicing rights and fair value adjustments	(747)		(602)		(1,737)		(1,488)
Total servicing and other fees, net	$	37,924	$	31,937	$	77,408	$	66,146

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

Interest income, interest expense, and fair value adjustments, net is comprised of interest income, interest expense and net changes in the fair value of financial instruments, held in the Company’s normal course of business at fair value, including loans, derivatives, beneficial interests, notes receivable and residual certificates, trailing fee liabilities, payable to securitization note holders, and line of credit receivable.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024

Interest income(1)	$	33,916	$	52,883	$	79,231	$	104,054
Interest expense(1)	(4,282)		(11,470)		(11,414)		(22,184)
Fair value and other adjustments, net:
Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net(1)	(24,154)		(31,949)		(68,698)		(61,542)
Realized loss on sale of loans, net	(11,447)		(4,511)		(19,300)		(11,615)
Fair value adjustments and realized losses on beneficial interests, net	(1,956)		(7,855)		(1,956)		(21,889)
Total fair value and other adjustments, net	(37,557)		(44,315)		(89,954)		(95,046)

Total interest income, interest expense, and fair value adjustments, net	$	(7,923)	$	(2,902)	$	(22,137)	$	(13,176)

__________

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Interest income, interest expense, and fair value adjustments, net related to consolidated securitization:
Interest income	$	—	$	7,714	$	—	$	16,338
Interest expense	—		(2,514)		—		(5,274)

Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net	—		(9,266)		—		(19,917)



Total interest income, interest expense, and fair value adjustments, net	$	—	$	(4,066)	$	—	$	(8,853)

Interest Income

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

Interest income also includes accrued interest earned on outstanding loans and line of credit receivable but not collected. Loans and line of credit receivable that have reached a delinquency of over 120 days are classified as non-accrual status and any accrued interest recorded in relation to these loans is reversed in the respective period. The Company does not record an allowance for credit losses on accrued interest receivable. As of December 31, 2023 and June 30, 2024, the Company has recorded $14.2 million and $9.1 million of accrued interest income in loans on the condensed consolidated balance sheets, respectively. Accrued interest income on the line of credit receivable was immaterial as of June 30, 2024.

Interest Expense

Interest expense is primarily related to interest recorded on the Company’s borrowings on warehouse credit facilities and interest expense related to the consolidated securitization. Interest expense includes accrued interest incurred but not paid. Accrued interest expenses were immaterial as of December 31, 2023 and June 30, 2024. Interest expense also includes changes in fair value of the interest rate caps. Refer to “Note 4. Derivative Financial Instruments” for additional information.

Fair Value and Other Adjustments, Net

Fair value and other adjustments, net include changes in fair value of financial instruments, other than loan servicing assets and liabilities and interest rate caps. These adjustments are recorded in the Company’s condensed consolidated statements of operations and comprehensive loss and include both realized and unrealized changes to the value of related assets and liabilities. Refer to “Note 6. Fair Value Measurement” for additional information.

Fair value and other adjustments, net also includes amounts received from borrowers for previously charged-off loans held on the Company’s condensed consolidated balance sheets. These amounts are recognized in the period when amounts are received. Amounts received from borrowers for previously charged-off loans were immaterial for the three and six months ended June 30, 2023, and $3.8 million and $7.1 million for the three and six months ended June 30, 2024, respectively.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

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Schedule of Aggregate Principal Outstanding of All Debt

Borrowings (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

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


	Borrowings
	December 31, 2023		June 30, 2024

Warehouse credit facilities	$	387,425	$	258,187

Convertible senior notes	661,250		661,250
Total payments due	1,048,675		919,437
Unamortized debt discount	(8,251)		(6,710)
Total borrowings	$	1,040,424	$	912,727

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


					December 31, 2023				June 30, 2024
Borrowing Description	Stated Interest Rate(1)	Termination and Maturity(2)	Total Borrowing Capacity (3)		Collateral(4)		Outstanding Borrowings		Collateral(4)		Outstanding Borrowings
Upstart Auto Warehouse Trust	Benchmark rate + 3.0%	June 2024 - December 2025	$	—	$	278,022	$	139,483	$	218,419	$	73,927
Upstart Auto Warehouse Trust 2	Benchmark rate + 0% - 4.0%	June 2025 - June 2026	50,000		—		—		—		—
Upstart Loan Trust	Benchmark rate + 2.8% - 3.8%	June 2025 - June 2026	325,000		361,195		247,942		238,105		148,873
Upstart Small Dollar Loan Trust	Benchmark rate + 5.5%	June 2027 - June 2028	100,000		—		—		57,944		35,387
Total			$	475,000	$	639,217	$	387,425	$	514,468	$	258,187

_________

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

Schedule of Maturities of All Borrowings

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


	June 30, 2024

Remaining 2024	$	—
2025	73,927
2026	810,123
2027	—
2028	35,387
Thereafter	—
Total	$	919,437

Leases - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
Leases - Narrative (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases [Abstract]
Letter of credit outstanding	$ 3,400,000		$ 3,400,000
Sublease income	$ 0	$ 0	$ 0	$ 0

Leases

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Leases

The Company’s operating leases expire between 2027 and 2029 and are primarily for its corporate headquarters in San Mateo, California and Columbus, Ohio, as well as additional office space in Columbus, Ohio and Austin, Texas. Certain leases have rent abatement, escalating rent payment provisions, lease renewal options, and tenant allowances. Rent expense is recognized on a straight-line basis over the non-cancelable lease term, except when it is reasonably certain that the renewal option will be exercised.

In connection with the Company’s lease agreements, letters of credit were issued on behalf of the Company for the benefit of the landlord in an aggregate amount of $3.4 million. The letters of credit are secured by certificates of deposit which are included in restricted cash on the condensed consolidated balance sheets.

Future minimum lease payments are as follows:


	June 30, 2024
Remaining 2024	$	7,492
2025	15,402
2026	15,850
2027	15,474
2028	6,143
Thereafter	2,990
Total undiscounted lease payments	63,351

Less: Present value adjustment	(6,977)
Operating lease liabilities	$	56,374

Finance lease expense was immaterial during three and six months ended June 30, 2023. The Company had no finance lease expense during the three and six months ended June 30, 2024. The Company’s operating lease expense consists of rent and variable lease payments. Variable lease payments such as common area maintenance and parking fees, were included in operating expenses. Rent expense for the Company’s short-term leases was immaterial during periods presented. Sublease income was immaterial during the three and six months ended June 30, 2024. The Company had no sublease income during the three and six months ended June 30, 2023. Operating lease expense was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Rent expense	$	4,009	$	3,542	$	8,047	$	7,083
Variable lease payments	$	944	$	1,008	$	1,920	$	1,925

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Cash paid for amounts included in the measurement of lease liabilities	$	3,795	$	3,589	$	7,460	$	7,259

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



									June 30, 2024
Weighted-average remaining lease term (in years)									4.08
Weighted-average discount rate									5.16%

Goodwill and Intangible Assets - Schedule of Expected Future Amortization Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining 2024	$ 571
2025	1,142
2026	1,142
2027	1,142
2028	1,142
Thereafter	4,851
Net Carrying Value	$ 9,990	$ 11,344

Reorganization Expenses (Details) $ in Millions		3 Months Ended	6 Months Ended
Reorganization Expenses (Details) $ in Millions	Jan. 31, 2023 employee	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Percentage of workforce reduction		10.00%
January 2023 Plan
Restructuring Cost and Reserve [Line Items]
One-time non-cash savings amount			$ 2.9
Employee Severance
Restructuring Cost and Reserve [Line Items]
Reorganization expenses		$ 3.8
Employee Severance \| January 2023 Plan
Restructuring Cost and Reserve [Line Items]
Percentage of workforce reduction	20.00%
Expected reduction in workforce, number of employees \| employee	365
Reorganization expenses			15.5
Impairment of Intangible Assets \| January 2023 Plan
Restructuring Cost and Reserve [Line Items]
Reorganization expenses			$ 2.6

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Fair Value Measurement - Schedule of Level 3 Fair Value Assumptions for Loan Servicing Assets and Liabilities (Details) - Fair Value, Inputs, Level 3 - Valuation Technique, Discounted Cash Flow	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Minimum
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items]
Discount rate	13.00%	13.00%
Credit risk rate	0.05%	0.05%
Market-servicing rate	0.62%	0.62%
Prepayment rate	2.17%	1.05%
Maximum
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items]
Discount rate	20.00%	20.00%
Credit risk rate	65.36%	88.42%
Market-servicing rate	3.70%	3.72%
Prepayment rate	96.90%	96.90%
Weighted Average
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items]
Discount rate	16.97%	16.89%
Credit risk rate	15.28%	14.93%
Market-servicing rate	0.62%	0.62%
Prepayment rate	39.24%	41.05%

Derivative Financial Instruments - Schedule Of Gains (Losses) Recognized On Derivative Instruments Not Designated As Hedging Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Derivative [Line Items]
Fair Value	$ 5,123	$ 5,958
Interest rate caps
Derivative [Line Items]
Notional Amount	268,802	299,578
Fair Value	$ 5,123	$ 5,958

Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets not subject to a master netting arrangement and not elected to be offset.

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Revenue - Schedule of Disaggregation of Revenue by Type of Service (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 130,532	$ 143,689	$ 268,600	$ 260,830
Platform and referral fees, net
Disaggregation of Revenue [Line Items]
Revenue from fees, net	98,595	105,765	202,454	183,422
Servicing and other fees, net
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 31,937	$ 37,924	$ 66,146	$ 77,408

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Stockholders’ Equity - Schedule of Weighted-Average Assumptions (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield			0.00%
Options granted (in shares)	0		1,267,617
Options issued and outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum		53.13%	50.32%	50.96%
Expected volatility, maximum		53.26%	53.38%	53.26%
Risk free rate, minimum		3.74%	4.21%	3.45%
Risk free rate, maximum			4.27%	3.74%
Dividend yield		0.00%	0.00%	0.00%
Options issued and outstanding \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		5 years 2 months 12 days	5 years 3 months 18 days	5 years 2 months 12 days
Options issued and outstanding \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		5 years 3 months 18 days	7 years	7 years
Shares available for issuance under employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)			6 months	6 months
Expected volatility			96.69%	97.74%
Risk-free interest rate			5.30%	4.97%
Dividend yield			0.00%	0.00%

Variable Interest Entities (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of Financial Assets and Liabilities from Variable Interest Entities

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


	December 31, 2023
	Assets		Liabilities		Net Assets
Consolidated securitization	$	187,258	$	141,420	$	45,838
Consolidated warehouse entities	645,455		388,681		256,774

Other consolidated VIEs	362,680		851		361,829
Total consolidated VIEs	$	1,195,393	$	530,952	$	664,441


	June 30, 2024
	Assets		Liabilities		Net Assets
Consolidated securitization	$	142,540	$	113,656	$	28,884
Consolidated warehouse entities	513,755		260,065		253,690

Other consolidated VIEs	226,560		1,184		225,376
Total consolidated VIEs	$	882,855	$	374,905	$	507,950


	December 31, 2023
	Assets		Liabilities		Net Assets		Maximum Exposure to Losses
Securitizations	$	445,929	$	319,357	$	126,572	$	20,885


	June 30, 2024
	Assets		Liabilities		Net Assets		Maximum Exposure to Losses
Securitizations	$	340,186	$	246,303	$	93,883	$	15,296

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

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

Stockholders’ Equity - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 34,209	$ 32,596	$ 69,986	$ 106,705
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	3,078	(1,505)	6,056	1,867
Customer operations
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	2,120	3,093	4,083	5,976
Engineering and product development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	17,917	18,708	37,127	75,367
General, administrative, and other
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 11,094	$ 12,300	$ 22,720	$ 23,495

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Revenue:

Revenue from fees, net

$ 130,532

$ 143,689

$ 268,600

$ 260,830

Interest income

^[1]

52,883

33,916

104,054

79,231

Interest expense

^[1]

(11,470)

(4,282)

(22,184)

(11,414)

Fair value and other adjustments

^[1]

(44,315)

(37,557)

(95,046)

(89,954)

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

(2,902)

(7,923)

(13,176)

(22,137)

Total revenue

127,630

135,766

255,424

238,693

Operating expenses:

Sales and marketing

32,958

23,891

68,108

55,329

Customer operations

38,684

36,797

78,092

77,387

Engineering and product development

58,453

57,974

121,544

168,045

General, administrative, and other

53,021

50,448

110,634

103,111

Total operating expenses

183,116

169,110

378,378

403,872

Loss from operations

(55,486)

(33,344)

(122,954)

(165,179)

Other income, net

1,031

5,197

3,915

7,794

Net loss before income taxes

(54,455)

(28,147)

(119,039)

(157,385)

Provision for income taxes

Net loss

$ (54,470)

$ (28,165)

$ (119,068)

$ (157,419)

Net loss per share, basic (in dollars per share)

$ (0.62)

$ (0.34)

$ (1.36)

$ (1.91)

Net loss per share, diluted (in dollars per share)

$ (0.62)

$ (0.34)

$ (1.36)

$ (1.91)

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

88,435,893

83,130,638

87,733,294

82,524,403

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

88,435,893

83,130,638

87,733,294

82,524,403

[1]	Balances for three and six months ended June 30, 2024 include amounts related to the consolidated securitization. Refer to “Note 2. Revenue” for details.

Variable Interest Entities - Schedule of Financial Assets and Liabilities from Variable Interest Entities (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Mar. 31, 2024

Dec. 31, 2023

Jun. 30, 2023

Mar. 31, 2023

Dec. 31, 2022

^[1]

$ 1,820,224

$ 2,017,100

^[1]

1,225,514

1,381,795

Variable Interest Entity, Primary Beneficiary

594,710

$ 612,798

635,305

$ 638,145

$ 627,208

$ 672,435

882,855

1,195,393

374,905

530,952

Variable Interest Entity, Primary Beneficiary | Consolidated securitization

507,950

664,441

142,540

187,258

113,656

141,420

Variable Interest Entity, Primary Beneficiary | Consolidated warehouse entities

28,884

45,838

513,755

645,455

260,065

388,681

Variable Interest Entity, Primary Beneficiary | Other consolidated VIEs

253,690

256,774

226,560

362,680

1,184

851

Variable Interest Entity, Not Primary Beneficiary | Securitizations

225,376

361,829

340,186

445,929

246,303

319,357

Maximum Exposure to Losses

93,883

126,572

$ 15,296

$ 20,885

[1]


	December 31,		June 30,
	2023		2024
Assets
Cash	$	1,603	$	524
Restricted cash	23,450		61,084
Loans (at fair value)	1,147,423		803,111


Other assets (includes $5,958 and $5,123 at fair value as of December 31, 2023 and June 30, 2024, respectively)	22,917		18,136
Total assets	$	1,195,393	$	882,855

Liabilities

Payable to investors	$	121	$	14
Borrowings	387,440		258,203

Payable to securitization note holders (at fair value)	141,416		113,652
Accrued expenses and other liabilities	1,975		3,036
Total liabilities	530,952		374,905
Total net assets	$	664,441	$	507,950

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 23,100	$ 23,100
Accumulated Amortization	(13,110)	(11,756)
Net Carrying Value	9,990	11,344
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	9,400	9,400
Accumulated Amortization	(9,400)	(8,617)
Net Carrying Value	0	783
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	13,700	13,700
Accumulated Amortization	(3,710)	(3,139)
Net Carrying Value	$ 9,990	$ 10,561

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.