0001647639-24-000047 | 10-Q | XBRL Viewer

Balance Sheet Components

9 Months Ended

Sep. 30, 2024

Other Assets

Other assets consisted of the following:


	December 31, 2023		September 30, 2024

Receivables	$	40,490	$	46,076
Line of credit receivable (at fair value)(3)	—		31,514
Loan servicing assets (at fair value)	28,092		26,705
Other assets	18,589		21,685
Prepaid expenses	17,976		19,549
Notes receivable and residual certificates (at fair value)	14,847		10,318
Intangible assets, net(2)	11,356		9,716
Deposits	8,919		4,950
Interest rate caps (at fair value)(1)	5,958		2,139
Total other assets	$	146,227	$	172,652

_________

(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.

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		September 30, 2024
Internally developed software	$	55,008	$	63,551
Leasehold improvements	14,281		15,069
Computer and networking equipment	6,054		6,069
Furniture and fixtures	4,761		4,795
Total property, equipment, and software	80,104		89,484
Accumulated depreciation and amortization	(37,449)		(51,156)
Total property, equipment, and software, net	$	42,655	$	38,328

Depreciation and amortization expense on property, equipment, and software was $3.9 million and $12.6 million for the three and nine months ended September 30, 2023, respectively, and $5.1 million and $14.2 million for the three and nine months ended September 30, 2024, respectively.

Capitalized internally developed software balances, net of accumulated amortization, were $31.3 million and $29.4 million as of December 31, 2023 and September 30, 2024, respectively. The Company recognized no impairment charges to internally developed software during the three months ended September 30, 2023 and recognized $2.6 million of impairment charges during the nine months ended September 30, 2023 as a result of the January 2023 Plan. Refer to “Note 15. Reorganization Expenses” for more information. During the three and nine months ended September 30, 2024, the Company recognized immaterial impairment charges to internally developed software.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


	December 31, 2023		September 30, 2024
Accrued expenses	$	28,099	$	35,364
Accrued payroll	30,161		31,336
Accounts payable	12,613		22,617
Beneficial interest liabilities (at fair value)	4,221		13,162


Trailing fee liability (at fair value)	4,251		4,345


Other liabilities	2,668		3,628
Loan servicing liabilities (at fair value)	2,038		1,164
Total accrued expenses and other liabilities	$	84,051	$	111,616

Leases - Schedule of Operating Lease Expense and Supplemental Cash and Non-cash Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Leases [Abstract]
Rent expense	$ 3,542	$ 4,016	$ 10,625	$ 12,062
Variable lease payments	937	1,016	2,862	2,936
Cash paid for amounts included in the measurement of lease liabilities	$ 3,591	$ 3,803	$ 10,850	$ 11,263
Weighted-average remaining lease term (in years)	3 years 10 months 2 days		3 years 10 months 2 days		4 years 6 months 21 days
Weighted-average discount rate	5.18%		5.18%		5.11%

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (6,758)	$ (40,315)	$ (125,826)	$ (197,734)

- Definition

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

+ References

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+ Details

Fair Value Measurement - Schedule of Fair Value of classes of Loans Held by the Company (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans held in consolidated securitization	$ 118,500	$ 179,100
Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans held-for-sale	311,299	830,574
Loans held-for-investment	226,301	146,768
Loans held in consolidated securitization	118,520	179,071
Total assets	$ 656,120	$ 1,156,413

Fair Value Measurement - Level Three Assets and Liabilities Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Beneficial interest liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 11,198	$ 85	$ 4,221	$ 0
Additions	0	0	0	0
Repayments and settlements	(1,325)		(3,692)
Changes in fair value recorded in earnings	3,289	763	12,633	848
Fair value, ending balance	13,162	848	13,162	848
Beneficial Interests
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	97,804	28,664	41,012	0
Additions	32,416	14,719	103,817	45,254
Repayments and settlements / Payments on beneficial interests	(1,079)		(2,808)
Charge-offs and changes in fair value recorded in earnings	2,342	(6,409)	(10,538)	(8,280)
Fair value, ending balance	131,483	36,974	131,483	36,974
Fair Value, Inputs, Level 3 \| Payable to Securitization Note Holders
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	113,652	0	141,416	0
Additions		165,318		165,318
Repayments and settlements	(14,259)	(10,016)	(42,705)	(10,016)
Changes in fair value recorded in earnings	942	(1,520)	1,624	(1,520)
Fair value, ending balance	100,335	153,782	100,335	153,782
Fair Value, Inputs, Level 3 \| Trailing Fee Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	4,242	4,265	4,251	4,852
Issuances	912	580	2,101	1,414
Repayments and settlements	(834)	(670)	(2,145)	(2,096)
Changes in fair value recorded in earnings	25	(2)	138	3
Fair value, ending balance	4,345	4,173	4,345	4,173
Fair Value, Inputs, Level 3 \| Line of Credit Receivable
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	8,305		0
Issuances	22,646		30,907
Charge-offs and changes in fair value recorded in earnings	403		447
Changes in accrued interest	160		160
Fair value, ending balance	31,514		31,514
Fair Value, Inputs, Level 3 \| Notes receivable and residual certificates (at fair value)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	11,642	3,907	14,847	6,181
Additions		0		0
Repayments and settlements / Payments on beneficial interests	(1,323)	(560)	(4,004)	(3,556)
Charge-offs and changes in fair value recorded in earnings	(1)	(561)	(525)	161
Fair value, ending balance	$ 10,318	$ 2,786	$ 10,318	$ 2,786

Stockholders’ Equity - Narrative (Details)			3 Months Ended		9 Months Ended
Stockholders’ Equity - Narrative (Details)	Feb. 24, 2023 shares	Apr. 08, 2021 USD ($) shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) vesting_tranche $ / shares shares	Dec. 31, 2023 $ / shares shares	Feb. 28, 2022 USD ($)	Dec. 31, 2020 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, authorized (in shares) \| shares			700,000,000		700,000,000		700,000,000		700,000,000
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001		$ 0.0001		$ 0.0001		$ 0.0001
Authorized share repurchase amount								$ 400,000,000
Repurchase and retirement of common stock (in shares) \| shares					0
Stock repurchase program, remaining authorized repurchase amount (in dollars per share)			$ 222,100,000		$ 222,100,000
Aggregate intrinsic value of options exercised					34,000,000.0	$ 18,500,000
Fair value of options vested during period					$ 23,200,000	$ 26,400,000
Annual target bonus opportunity percentage					75.00%
Number of vesting tranches \| vesting_tranche						9
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of common stock under employee stock purchase plan (in shares) \| shares			135,431	147,325	333,564	459,459
Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value (in dollars per share) \| $ / shares					$ 14.42	$ 8.06
Options issued and outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense related to unvested stock options			$ 40,400,000		$ 40,400,000
Dividend yield			0.00%	0.00%	0.00%	0.00%
Options issued and outstanding \| Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of recognition					2 years 6 months
Restricted stock units outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense			$ 114,700,000		$ 114,700,000
Awards outstanding (in shares) \| shares			4,511,475		4,511,475		5,534,394
Unvested (in dollars per share) \| $ / shares			$ 33.14		$ 33.14		$ 34.90
Restricted stock units outstanding \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					1 year
Restricted stock units outstanding \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					4 years
Restricted stock units outstanding \| Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of recognition					1 year 8 months 12 days
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		2 years
Awards outstanding (in shares) \| shares			0		0
Restricted Stock \| Prodigy Software, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock issued (in shares) \| shares		82,201
Issuance of common stock upon settlement of restricted stock units		$ 10,100,000
PRSUs outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense				$ 39,000,000		$ 39,000,000
Awards outstanding (in shares) \| shares			0		0
Number of shares available for settlement of cancelled awards (in shares) \| shares	687,500
Unvested (in dollars per share) \| $ / shares			$ 68.76		$ 68.76
Shares available for issuance under employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense			$ 0		$ 0
Purchase period					6 months
ESPP purchase price of common stock, percent of market price					85.00%
Dividend yield			0.00%	0.00%	0.00%	0.00%

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

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Cash flows from operating activities

Net loss

$ (125,826)

$ (197,734)

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

Change in fair value of loans

167,545

131,222

Change in fair value of servicing assets

12,838

16,888

Change in fair value of servicing liabilities

(877)

(1,655)

Change in fair value of beneficial interest assets

(35,825)

9,128

Change in fair value of beneficial interest liabilities

12,633

(848)

Change in fair value of other financial instruments

8,263

(3,418)

Stock-based compensation

103,604

142,273

Gain on loan servicing rights, net

(11,448)

(10,432)

Gain on debt extinguishment

(33,361)

Depreciation and amortization

15,850

15,800

Non-cash interest expense

2,156

2,296

Other

(10,874)

(2,260)

Net changes in operating assets and liabilities:

Purchases of loans held-for-sale

(2,626,246)

(2,076,734)

Proceeds from sale of loans held-for-sale

2,613,039

1,875,358

Principal payments received for loans held-for-sale

157,010

139,582

Principal payments received for loans held by consolidated securitization

36,532

12,302

Payments on beneficial interest liabilities

(3,692)

Other assets

(2,110)

Operating lease liability and right-of-use asset

(600)

1,563

Payable to investors for beneficial interest assets

^[1]

5,749

Accrued expenses and other liabilities

18,646

(25,220)

Net cash provided by operating activities

297,257

33,887

Cash flows from investing activities

Purchases and originations of loans held-for-investment

(196,580)

(121,294)

Proceeds from sale of loans held-for-investment

774

Principal payments received for loans held-for-investment

99,768

78,327

Principal payments received for notes receivable and repayments of residual certificates

4,004

3,556

Purchases of property and equipment

(837)

(1,285)

Capitalized software costs

(5,734)

(9,135)

Acquisition of beneficial interest assets

(63,246)

(39,505)

Proceeds from beneficial interest assets

2,808

Net cash used in investing activities

(159,817)

(88,562)

Cash flows from financing activities

Proceeds from warehouse borrowings

297,587

529,494

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

423,002

Payment of debt issuance costs to third party

(1,455)

Repayments of warehouse borrowings

(293,179)

(514,792)

Payments for repurchases of convertible notes

(325,344)

Purchase of capped calls

(40,883)

Settlement of capped calls

580

Principal payments made on securitization notes

(42,705)

(10,016)

Payable to investors

^[1]

12,990

(50,668)

Proceeds from issuance of securitization notes

165,318

Proceeds from issuance of common stock under employee stock purchase plan

7,685

8,431

Proceeds from exercise of stock options

12,281

9,475

(19)

(6)

Net cash provided by financing activities

50,540

137,236

Change in cash and restricted cash

187,980

82,561

Supplemental disclosures of cash flow information

Cash paid for interest

34,795

22,481

Cash (received) paid for income taxes, net

250

(982)

Supplemental disclosures of non-cash investing and financing activities

Settlement of borrowings in connection with loan sale

(221,749)

Beneficial interests obtained in connection with loan sale

45,971

Capitalized stock-based compensation expense

2,809

5,890

Issuance costs of new convertible notes

(714)

Issuance of line of credit receivable

(30,907)

Securities retained under consolidated securitization transaction

44,763

Beneficial interest assets included in payable to investors

5,749

Cash and Restricted Cash

Cash

445,274

Restricted cash

210,493

Total cash and restricted cash

$ 655,767

$ 615,028

[1]	During the nine months ended September 30, 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.

Net Loss Per Share

9 Months Ended

Sep. 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 September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
Numerator:
Net loss	$	(40,315)	$	(6,758)	$	(197,734)	$	(125,826)






Denominator:
Weighted-average common shares outstanding used to calculate net loss per share, basic	84,404,966		90,119,481		83,158,146		88,534,495

Weighted-average common shares outstanding used to calculate net loss per share, diluted	84,404,966		90,119,481		83,158,146		88,534,495

Net loss per share, basic	$	(0.48)	$	(0.07)	$	(2.38)	$	(1.42)
Net loss per share, diluted	$	(0.48)	$	(0.07)	$	(2.38)	$	(1.42)

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 September 30,		Nine Months Ended September 30,
	2023	2024	2023	2024

Options to purchase common stock	13,014,493	12,350,352	13,014,493	12,350,352
Unvested RSUs	6,391,568	4,511,475	6,391,568	4,511,475

Purchase rights committed under the ESPP	191,677	162,977	191,677	162,977

Convertible debt	2,318,078	10,494,253	2,318,078	10,494,253

Total	21,915,816	27,519,057	21,915,816	27,519,057

Fair Value Measurement - Schedule of Significant Unobservable Inputs (Details) - Valuation Technique, Discounted Cash Flow	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Minimum \| Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beneficial interest assets	7.00%	7.00%
Beneficial interest liabilities	14.00%	14.00%
Minimum \| Credit risk rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beneficial interest assets	(3.00%)	(0.85%)
Beneficial interest liabilities	12.90%	0.09%
Maximum \| Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beneficial interest assets	14.00%	14.00%
Beneficial interest liabilities	14.00%	14.00%
Maximum \| Credit risk rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beneficial interest assets	7.90%	(0.85%)
Beneficial interest liabilities	16.43%	9.81%
Weighted Average \| Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beneficial interest assets	13.69%	13.63%
Beneficial interest liabilities	14.00%	14.00%
Weighted Average \| Credit risk rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beneficial interest assets	1.64%	(0.85%)
Beneficial interest liabilities	13.40%	8.79%
Fair Value, Inputs, Level 3 \| Minimum \| Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans receivable	9.32%	9.63%
Loans held in consolidated securitization	0.0639	0.0685
Other notes receivable	0.0700
Notes receivable and residual certificates	0.1052	0.0999
Payable to securitization note holders	0.0639	0.0685
Trailing fee liabilities	9.32%	9.63%
Fair Value, Inputs, Level 3 \| Minimum \| Credit risk rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans receivable	0.01%	0.01%
Loans held in consolidated securitization	0.0067	0.0061
Notes receivable and residual certificates	0.0049	0.0048
Payable to securitization note holders	0.0067	0.0061
Trailing fee liabilities	0.02%	0.01%
Fair Value, Inputs, Level 3 \| Minimum \| Prepayment rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans receivable	0.32%	0.13%
Loans held in consolidated securitization	0.0673	0.0666
Notes receivable and residual certificates	0.0637	0.0636
Payable to securitization note holders	0.0673	0.0666
Trailing fee liabilities	1.99%	1.05%
Fair Value, Inputs, Level 3 \| Maximum \| Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans receivable	23.22%	23.22%
Loans held in consolidated securitization	0.1525	0.1600
Other notes receivable	0.0700
Notes receivable and residual certificates	0.2322	0.2322
Payable to securitization note holders	0.1062	0.1230
Trailing fee liabilities	23.22%	23.22%
Fair Value, Inputs, Level 3 \| Maximum \| Credit risk rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans receivable	93.12%	93.10%
Loans held in consolidated securitization	0.3770	0.3770
Notes receivable and residual certificates	0.5028	0.5069
Payable to securitization note holders	0.3770	0.3770
Trailing fee liabilities	69.01%	88.42%
Fair Value, Inputs, Level 3 \| Maximum \| Prepayment rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans receivable	89.07%	95.80%
Loans held in consolidated securitization	0.8984	0.8984
Notes receivable and residual certificates	0.8753	0.8946
Payable to securitization note holders	0.8984	0.8984
Trailing fee liabilities	95.80%	94.68%
Fair Value, Inputs, Level 3 \| Weighted Average \| Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans receivable	11.74%	12.06%
Loans held in consolidated securitization	0.0929	0.0999
Other notes receivable	0.0700
Notes receivable and residual certificates	0.1313	0.1274
Payable to securitization note holders	0.0821	0.0848
Trailing fee liabilities	13.20%	12.88%
Fair Value, Inputs, Level 3 \| Weighted Average \| Credit risk rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans receivable	16.89%	17.66%
Loans held in consolidated securitization	0.1555	0.1551
Notes receivable and residual certificates	0.1637	0.1632
Payable to securitization note holders	0.1555	0.1551
Trailing fee liabilities	18.30%	17.61%
Fair Value, Inputs, Level 3 \| Weighted Average \| Prepayment rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans receivable	35.43%	36.52%
Loans held in consolidated securitization	0.4186	0.4273
Notes receivable and residual certificates	0.4266	0.4314
Payable to securitization note holders	0.4186	0.4273
Trailing fee liabilities	37.01%	39.94%

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2024

Other Assets [Abstract]

Schedule of Other Assets

Other assets consisted of the following:


	December 31, 2023		September 30, 2024

Receivables	$	40,490	$	46,076
Line of credit receivable (at fair value)(3)	—		31,514
Loan servicing assets (at fair value)	28,092		26,705
Other assets	18,589		21,685
Prepaid expenses	17,976		19,549
Notes receivable and residual certificates (at fair value)	14,847		10,318
Intangible assets, net(2)	11,356		9,716
Deposits	8,919		4,950
Interest rate caps (at fair value)(1)	5,958		2,139
Total other assets	$	146,227	$	172,652

_________

(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		September 30, 2024
Internally developed software	$	55,008	$	63,551
Leasehold improvements	14,281		15,069
Computer and networking equipment	6,054		6,069
Furniture and fixtures	4,761		4,795
Total property, equipment, and software	80,104		89,484
Accumulated depreciation and amortization	(37,449)		(51,156)
Total property, equipment, and software, net	$	42,655	$	38,328

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


	December 31, 2023		September 30, 2024
Accrued expenses	$	28,099	$	35,364
Accrued payroll	30,161		31,336
Accounts payable	12,613		22,617
Beneficial interest liabilities (at fair value)	4,221		13,162


Trailing fee liability (at fair value)	4,251		4,345


Other liabilities	2,668		3,628
Loan servicing liabilities (at fair value)	2,038		1,164
Total accrued expenses and other liabilities	$	84,051	$	111,616

Balance Sheet Components - Schedule of Property, Equipment, and Software (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	$ 89,484	$ 80,104
Accumulated depreciation and amortization	(51,156)	(37,449)
Total property, equipment, and software, net	38,328	42,655
Internally developed software
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	63,551	55,008
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	15,069	14,281
Computer and networking equipment
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	6,069	6,054
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	$ 4,795	$ 4,761

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 67,062		$ 67,062		$ 67,062
Amortization expense	$ 0	$ 0	$ 0	$ 3,200

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482598/350-20-45-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

Leases

9 Months Ended

Sep. 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 $2.6 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:


	September 30, 2024
Remaining 2024	$	3,750
2025	15,402
2026	15,850
2027	15,474
2028	6,143
Thereafter	2,990
Total undiscounted lease payments	59,609

Less: Present value adjustment	(6,261)
Operating lease liabilities	$	53,348

Finance lease expense was immaterial during three and nine months ended September 30, 2023. The Company had no finance lease expense during the three and nine months ended September 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 the periods presented. The Company had no sublease income during the three and nine months ended September 30, 2023. Sublease income was immaterial during the three and nine months ended September 30, 2024. Operating lease expense was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
Rent expense	$	4,016	$	3,542	$	12,062	$	10,625
Variable lease payments	$	1,016	$	937	$	2,936	$	2,862

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
Cash paid for amounts included in the measurement of lease liabilities	$	3,803	$	3,591	$	11,263	$	10,850

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



	December 31, 2023	September 30, 2024
Weighted-average remaining lease term (in years)	4.56	3.84
Weighted-average discount rate	5.11%	5.18%

Revenue - Schedule of Disaggregation of Revenue by Type of Service (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 167,590	$ 146,755	$ 436,190	$ 407,585
Platform and referral fees, net
Disaggregation of Revenue [Line Items]
Revenue from fees, net	134,199	112,437	336,653	295,859
Servicing and other fees, net
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 33,391	$ 34,318	$ 99,537	$ 111,726

- Definition

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.

+ References + Details

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 23,100	$ 23,100
Accumulated Amortization	(13,396)	(11,756)
Net Carrying Value	9,704	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	(3,996)	(3,139)
Net Carrying Value	$ 9,704	$ 10,561

- Definition

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.

+ References + Details

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible assets

Goodwill and Intangible Assets

Goodwill

During the nine months ended September 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									September 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			(3,996)			9,704
Total intangible assets		$	23,100		$	(11,756)		$	11,344		$	23,100		$	(13,396)		$	9,704

Amortization expense was immaterial and $3.2 million for the three and nine months ended September 30, 2023, respectively, and immaterial for both three and nine months ended September 30, 2024.

Expected future amortization expense for intangible assets is as follows:


	September 30, 2024
Remaining 2024	$	285
2025	1,142
2026	1,142
2027	1,142
2028	1,142
Thereafter	4,851
Total	$	9,704

Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Assets
Loan servicing assets	$ 26,705,000	$ 28,092,000
Line of credit receivable	31,514,000	0
Total assets	858,279,000	1,246,322,000
Liabilities
Payable to securitization note holders	100,335,000	141,416,000
Trailing fee liabilities	4,300,000
Beneficial interest liabilities	13,162,000	4,221,000
Loan servicing liabilities	1,164,000	2,038,000
Fair Value, Inputs, Level 3
Assets
Loans	656,120,000	1,156,413,000
Beneficial interest assets	131,483,000	41,012,000
Loan servicing assets	26,705,000	28,092,000
Notes receivable and residual certificates	10,318,000	14,847,000
Line of credit receivable	31,514,000	0
Liabilities
Payable to securitization note holders	100,335,000	141,416,000
Trailing fee liabilities	4,345,000	4,251,000
Beneficial interest liabilities	13,162,000	4,221,000
Loan servicing liabilities	1,164,000	2,038,000
Total liabilities	119,006,000	151,926,000
Fair Value, Inputs, Level 2
Assets
Interest rate caps	$ 2,139,000	$ 5,958,000

Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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				September 30, 2024
	Notional Amount		Fair Value		Notional Amount		Fair Value
Interest rate caps	$	299,578	$	5,958	$	254,500	$	2,139

Description of Business and Significant Accounting Policies (Tables)

9 Months Ended

Sep. 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:


	Nine Months Ended September 30, 2023
	As Previously Reported		Adjustment		As Adjusted

Cash flows from operating activities
Payable to investors	$	(44,919)	$	44,919	$	—
Payable to investors for beneficial interest assets	—		5,749		5,749
Net cash provided by (used in) operating activities	(16,781)		50,668		33,887

Cash flows from financing activities
Payable to investors(1)	—		(50,668)		(50,668)
Net cash provided by (used in) financing activities	$	187,904	$	(50,668)	$	137,236

____________

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

Revenue

9 Months Ended

Sep. 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 September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
Revenue from fees, net:
Platform and referral fees, net	$	112,437	$	134,199	$	295,859	$	336,653
Servicing and other fees, net	34,318		33,391		111,726		99,537
Total revenue from fees, net	$	146,755	$	167,590	$	407,585	$	436,190

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 $2.2 million and $5.6 million of loan premium fees and loan trailing fees as contra-revenue within platform and referral fees, net during the three and nine months ended September 30, 2023, respectively and $3.1 million and $7.5 million during the three and nine months ended September 30, 2024, respectively.

The Company recognized $4.3 million of loan trailing fee liability as of December 31, 2023 and September 30, 2024, 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 an immaterial amount and $2.6 million of subscription fee revenue for the three and nine months ended September 30, 2023, respectively, and an immaterial amount and $4.1 million of subscription fee revenue for the three and nine months ended September 30, 2024, respectively.

The Company had $19.5 million and $21.8 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 September 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 September 30, 2024, the Company had $2.7 million and $2.9 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 September 30,		Nine Months Ended September 30,
	2023	2024	2023	2024
Customer A	33%	31%	30%	27%
Customer B	32%	29%	31%	34%
Customer C	12%	*	11%	10%

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


	December 31,	September 30,
	2023	2024
Customer D	*	17%
Customer C	15%	11%
Customer A	11%	*

* 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.

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 September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
Servicing fees	$	26,113	$	21,782	$	82,611	$	66,975
Borrower fees	7,182		6,582		21,823		20,097
Collection agency fees	4,017		3,964		11,685		12,677
Other fees	69		88		407		301
Net gain (loss) on servicing rights and fair value adjustments	(3,063)		975		(4,800)		(513)
Total servicing and other fees, net	$	34,318	$	33,391	$	111,726	$	99,537

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.

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 September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024

Interest income(1)	$	37,692	$	40,845	$	116,923	$	144,899
Interest expense(1)	(9,414)		(10,818)		(20,828)		(33,002)
Fair value and other adjustments, net:
Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net(1)	(30,349)		(31,579)		(99,048)		(92,800)
Realized loss on sale of loans, net	(2,955)		(2,950)		(22,255)		(14,565)
Fair value adjustments and realized losses on beneficial interests, net	(7,172)		(948)		(9,127)		(23,158)
Total fair value and other adjustments, net	(40,476)		(35,477)		(130,430)		(130,523)

Total interest income, interest expense, and fair value adjustments, net	$	(12,198)	$	(5,450)	$	(34,335)	$	(18,626)

__________

(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 September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
Interest income, interest expense, and fair value adjustments, net related to consolidated securitization:
Interest income	$	10,048	$	6,748	$	10,048	$	23,086
Interest expense	(3,754)		(2,272)		(3,754)		(7,546)

Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net	367		(5,726)		367		(25,643)



Total interest income, interest expense, and fair value adjustments, net	$	6,661	$	(1,250)	$	6,661	$	(10,103)

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. Home equity lines of credit (“HELOCs”) that have reached a delinquency over 180 days and all other loans and line of credit receivable that have reached a delinquency 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 September 30, 2024, the Company has recorded $14.2 million and $6.7 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 September 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 September 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 $2.6 million and $4.6 million for the three and nine months ended September 30, 2023, respectively, and $3.7 million and $10.8 million for the three and nine months ended September 30, 2024, respectively.

- Definition

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.

+ References

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

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Stockholders’ Equity - Schedule of RSU Activity (Details) - Restricted stock units outstanding	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares	5,534,394
RSUs granted (in shares) \| shares	2,505,383
RSUs vested (in shares) \| shares	(2,846,811)
RSUs cancelled and forfeited (in shares) \| shares	(681,491)
Ending balance (in shares) \| shares	4,511,475
Weighted-Average Grant Date Fair Value Per Share
Beginning balance (in dollars per share) \| $ / shares	$ 34.90
RSUs granted (in dollars per share) \| $ / shares	28.55
RSUs vested (in dollars per share) \| $ / shares	32.36
RSUs cancelled and forfeited (in dollars per share) \| $ / shares	33.79
Ending balance (in dollars per share) \| $ / shares	$ 33.14

Revenue - Schedule of Collection Agency and Borrower Fees (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 167,590	$ 146,755	$ 436,190	$ 407,585
Net gain (loss) on servicing rights and fair value adjustments	975	(3,063)	(513)	(4,800)
Servicing fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	21,782	26,113	66,975	82,611
Borrower fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	6,582	7,182	20,097	21,823
Collection agency fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	3,964	4,017	12,677	11,685
Other fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	88	69	301	407
Servicing and other fees, net
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 33,391	$ 34,318	$ 99,537	$ 111,726

- Definition

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.

+ References + Details

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	9 Months Ended	12 Months Ended
	Sep. 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	0.08%	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	17.06%	16.89%
Credit risk rate	15.66%	14.93%
Market-servicing rate	0.62%	0.62%
Prepayment rate	37.79%	41.05%

Borrowings (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Aggregate Principal Outstanding of All Debt

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


	Borrowings
	December 31, 2023		September 30, 2024

Warehouse credit facilities	$	387,425	$	170,084

Convertible senior notes	661,250		730,379
Total payments due	1,048,675		900,463
Unamortized debt discount	(8,251)		(13,096)
Total borrowings	$	1,040,424	$	887,367

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


					December 31, 2023				September 30, 2024
	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	$	190,861	$	47,477
Upstart Auto Warehouse Trust 2	Benchmark rate + 0% - 4.0%	June 2025 - June 2026	50,000		—		—		10,472		5,437
Upstart Loan Trust	Benchmark rate + 2.8% - 3.8%	June 2025 - June 2026	325,000		361,195		247,942		94,963		73,735
Upstart Small Dollar Loan Trust	Benchmark rate + 5.5%	June 2027 - June 2028	100,000		—		—		77,179		43,435
Total			$	475,000	$	639,217	$	387,425	$	373,475	$	170,084

_________

(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 September 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 September 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.

Schedule of Maturities of All Borrowings

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


	September 30, 2024

Remaining 2024	$	—
2025	47,477
2026	378,301
2027	—
2028	43,435
2029	431,250
Thereafter	—
Total	$	900,463

Convertible Debt

The table below presents the activity of the Notes during the nine months ended September 30, 2024:


Principal balance of Notes outstanding as of December 31, 2023	$	661,250
Issuance of 2029 Notes	431,250
Repurchases of 2026 Notes	(362,121)
Principal balance of Notes outstanding as of September 30, 2024	$	730,379

The following table presents details of the Notes:

Interest Rate

Initial Conversion Rate per $1,000 Principal

Initial Conversion Price

Conversion Date

2026 Notes

0.25%; payable semiannually on February 15 and August 15

3.5056

$285.26

May 15, 2026

2029 Notes

2.00%; payable semiannually on April 1 and October 1

21.9029

$45.66

July 1, 2029

The following table presents the components of the Notes as of December 31, 2023 and September 30, 2024:


	December 31, 2023								September 30, 2024
	Principal Amount		Unamortized Debt Discount		Net Carrying Amount		Fair Value		Principal Amount		Unamortized Debt Discount		Net Carrying Amount		Fair Value
2026 Notes	$	661,250	$	(8,251)	$	652,999	$	488,700	$	299,129	$	(2,687)	$	296,442	$	265,851
2029 Notes	—		—		—		—		431,250		(10,409)		420,841		471,162
Total	$	661,250	$	(8,251)	$	652,999	$	488,700	$	730,379	$	(13,096)	$	717,283	$	737,013

Schedule of Key Terms for Capped Calls

The following table sets forth other key terms for the Capped Calls related to each series of Notes as of September 30, 2024:


	Initial Strike Price per Share, Subject to Certain Adjustments	Initial Cap Price per Share, Subject to Certain Adjustments	Shares of Common Stock Covered, Subject to Anti-Dilution Adjustments (in millions)	Final Expiration Date
2026 Capped Calls	$285.26	$400.36	1.0	August 15, 2026
2029 Capped Calls	$45.66	$70.24	9.4	September 27, 2029

Revenue - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Trailing fee liabilities	$ 4,300		$ 4,300
Receivables	46,076		46,076		$ 40,490
Contract costs capitalized	$ 2,900		$ 2,900		2,700
Loans on non-accrual status	120 days		120 days
Accrued interest income	$ 6,700		$ 6,700		14,200
Amounts received from borrowers for previously charged-off loan	$ 3,700	$ 2,600	$ 10,800	$ 4,600
HELOCs
Disaggregation of Revenue [Line Items]
Loans on non-accrual status	180 days		180 days
Minimum
Disaggregation of Revenue [Line Items]
Subscription agreements term			1 month
Maximum
Disaggregation of Revenue [Line Items]
Subscription agreements term			6 months
Platform and referral fees, net
Disaggregation of Revenue [Line Items]
Loan premium and loan trailing fees recognized	$ 3,100	2,200	$ 7,500	5,600
Receivables	$ 21,800		$ 21,800		$ 19,500
Capitalized cost amortization term	3 years		3 years
Subscription fee
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 0	$ 0	$ 4,100	$ 2,600

Revenue (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

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 September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
Revenue from fees, net:
Platform and referral fees, net	$	112,437	$	134,199	$	295,859	$	336,653
Servicing and other fees, net	34,318		33,391		111,726		99,537
Total revenue from fees, net	$	146,755	$	167,590	$	407,585	$	436,190

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 September 30,		Nine Months Ended September 30,
	2023	2024	2023	2024
Customer A	33%	31%	30%	27%
Customer B	32%	29%	31%	34%
Customer C	12%	*	11%	10%

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


	December 31,	September 30,
	2023	2024
Customer D	*	17%
Customer C	15%	11%
Customer A	11%	*

* Less than 10%

Schedule of Collection Agency and Borrower Fees


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
Servicing fees	$	26,113	$	21,782	$	82,611	$	66,975
Borrower fees	7,182		6,582		21,823		20,097
Collection agency fees	4,017		3,964		11,685		12,677
Other fees	69		88		407		301
Net gain (loss) on servicing rights and fair value adjustments	(3,063)		975		(4,800)		(513)
Total servicing and other fees, net	$	34,318	$	33,391	$	111,726	$	99,537

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024

Interest income(1)	$	37,692	$	40,845	$	116,923	$	144,899
Interest expense(1)	(9,414)		(10,818)		(20,828)		(33,002)
Fair value and other adjustments, net:
Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net(1)	(30,349)		(31,579)		(99,048)		(92,800)
Realized loss on sale of loans, net	(2,955)		(2,950)		(22,255)		(14,565)
Fair value adjustments and realized losses on beneficial interests, net	(7,172)		(948)		(9,127)		(23,158)
Total fair value and other adjustments, net	(40,476)		(35,477)		(130,430)		(130,523)

Total interest income, interest expense, and fair value adjustments, net	$	(12,198)	$	(5,450)	$	(34,335)	$	(18,626)

__________

(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 September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
Interest income, interest expense, and fair value adjustments, net related to consolidated securitization:
Interest income	$	10,048	$	6,748	$	10,048	$	23,086
Interest expense	(3,754)		(2,272)		(3,754)		(7,546)

Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net	367		(5,726)		367		(25,643)



Total interest income, interest expense, and fair value adjustments, net	$	6,661	$	(1,250)	$	6,661	$	(10,103)

Beneficial Interests

9 Months Ended

Sep. 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. In certain arrangements, 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 or originated under the arrangements deviates from initial expectations set at the time of loan sale or origination. Under other arrangements, the Company receives a portion of cash flows from repayments received on the underlying loan portfolios sold and the amount and the timing of these cash flows varies depending on demonstrated credit performance and contractual terms of the arrangement.

The contractual terms of committed capital and other co-investment arrangements also determine the Company’s maximum exposure to losses and dictate types of assets the Company puts at risk. The following table presents the Company’s aggregate maximum exposure to losses by asset type under these arrangements:


	December 31,		September 30,
	2023		2024
Unrestricted cash	$	23,789	$	68,562
Restricted cash	12,064		70,825
Beneficial interests	62,684		168,707
Other	—		49,767
Total	$	98,537	$	357,861

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 additionally holds loans as collateral in connection with committed capital and other co-investment arrangements in a consolidated VIE. Refer to “Note 3. Variable Interest Entities” for additional information. As of September 30, 2024, the fair value of loans held as collateral on the condensed consolidated balance sheets in connection with committed capital and other co-investment arrangements was $18.9 million. While held as collateral, these loans are ineligible to be sold and are classified as held-for-investment on the Company's condensed consolidated balance sheets.

The Company’s beneficial interests either meet the definition of a derivative or meet the criteria of a debt security. Beneficial interests represent the value of the future cash flows as part of these arrangements, discounted to the present value based on expected performance. As of the reporting date, beneficial interest assets represent arrangements in which the Company expects to receive net future cash inflows, whereas beneficial interest liabilities represent arrangements in which the Company expects to make net cash payments. 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				September 30, 2024
	Outstanding Principal Balance		Fair Value		Outstanding Principal Balance		Fair Value

Beneficial interest assets	$	958,870	$	41,012	$	3,014,907	$	131,483
Beneficial interest liabilities	$	769,102	$	4,221	$	1,150,855	$	13,162

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 September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
Fair value adjustments and realized losses on beneficial interests, net	$	(7,171)	$	(948)	$	(9,127)	$	(23,158)

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

Beneficial Interests (Tables)

9 Months Ended

Sep. 30, 2024

Beneficial Interests [Abstract]

Schedule of Beneficial Interests

The following table presents the Company’s aggregate maximum exposure to losses by asset type under these arrangements:


	December 31,		September 30,
	2023		2024
Unrestricted cash	$	23,789	$	68,562
Restricted cash	12,064		70,825
Beneficial interests	62,684		168,707
Other	—		49,767
Total	$	98,537	$	357,861

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				September 30, 2024
	Outstanding Principal Balance		Fair Value		Outstanding Principal Balance		Fair Value

Beneficial interest assets	$	958,870	$	41,012	$	3,014,907	$	131,483
Beneficial interest liabilities	$	769,102	$	4,221	$	1,150,855	$	13,162


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
Fair value adjustments and realized losses on beneficial interests, net	$	(7,171)	$	(948)	$	(9,127)	$	(23,158)

Derivative Financial Instruments - Narrative (Details) - Interest rate caps - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2023	Jun. 30, 2023	Feb. 28, 2023
Derivative [Line Items]
Interest cap rate				3.25%	3.00%
Gains (losses) recognized	$ 0.0	$ 0.0	$ 2.5

Fair Value Measurement - Narrative (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans on non-accrual status	120 days
Line of credit receivable	$ 31,514,000	$ 0
Payable to securitization note holders (at fair value)	100,335,000	141,416,000
Loan servicing assets	26,705,000	28,092,000
Loan servicing liabilities	1,164,000	2,038,000
Beneficial interest assets (at fair value)	131,483,000	41,012,000
Beneficial interest liabilities	13,162,000	4,221,000
Trailing fee liability (at fair value)	4,345,000	4,251,000
Loans held in consolidated securitization	$ 118,500,000	179,100,000
HELOCs
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans on non-accrual status	180 days
Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Line of credit receivable	$ 31,514,000	0
Notes receivable and residual certificates	10,318,000	14,847,000
Payable to securitization note holders (at fair value)	100,335,000	141,416,000
Impact of 100 point increase in discount rate	0	1,900,000
Impact of 200 point increase in discount rate	0	3,700,000
Loan servicing assets	26,705,000	28,092,000
Loan servicing liabilities	1,164,000	2,038,000
Beneficial interest assets (at fair value)	131,483,000	41,012,000
Beneficial interest liabilities	13,162,000	4,221,000
Loans held in consolidated securitization	$ 118,520,000	$ 179,071,000

Reorganization Expenses	9 Months Ended
Reorganization Expenses	Sep. 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 nine months ended September 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 nine months ended September 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, the Company implemented an additional series of initiatives which reduced the Company’s workforce by approximately 10% during the nine months ended September 30, 2024. In relation to these initiatives, the Company incurred $3.8 million in charges related to severance payments, employee benefits and associated taxes during the nine months ended September 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 September 30, 2024, the Company has made all cash payments to impacted employees. During the three months ended September 30, 2023 and 2024, the Company incurred no reorganization expenses.

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

Sep. 30, 2024

Dec. 31, 2023

Other assets at fair value

$ 70,676

$ 48,897

Accrued expenses and other liabilities at fair value

$ 18,671

$ 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)

90,998,255

86,330,303

Common stock, outstanding (in shares)

90,998,255

86,330,303

Loans held in consolidated securitization

$ 118,500

$ 179,100

Assets

Cash

445,274

368,405

Restricted cash

210,493

99,382

Loans (at fair value)

^[1]

656,120

1,156,413

Other assets (includes $5,958 and $2,139 at fair value as of December 31, 2023 and September 30, 2024, respectively)

172,652

146,227

Total assets

^[2]

1,808,980

2,017,100

Liabilities

Payable to investors

60,778

53,580

Borrowings

887,367

1,040,424

Payable to securitization note holders (at fair value)

100,335

141,416

Accrued expenses and other liabilities

111,616

84,051

Total liabilities

^[2]

1,213,444

1,381,795

Total stockholders’ equity

595,536

635,305

Variable Interest Entity, Primary Beneficiary

Other assets at fair value

2,139

5,958

Assets

Cash

2,041

1,603

Restricted cash

50,231

23,450

Loans (at fair value)

624,318

1,147,423

Other assets (includes $5,958 and $2,139 at fair value as of December 31, 2023 and September 30, 2024, respectively)

13,024

22,917

Total assets

689,614

1,195,393

Liabilities

Payable to investors

154

121

Borrowings

170,085

387,440

Payable to securitization note holders (at fair value)

100,335

141,416

Accrued expenses and other liabilities

4,774

1,975

Total liabilities

275,348

530,952

Total stockholders’ equity

$ 414,266

$ 664,441

[1]

Includes $179.1 million and $118.5 million of loans, at fair value, contributed as collateral for the consolidated securitization as of December 31, 2023 and September 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 September 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,		September 30,
	2023		2024
Assets
Cash	$	1,603	$	2,041
Restricted cash	23,450		50,231
Loans (at fair value)	1,147,423		624,318


Other assets (includes $5,958 and $2,139 at fair value as of December 31, 2023 and September 30, 2024, respectively)	22,917		13,024
Total assets	$	1,195,393	$	689,614

Liabilities

Payable to investors	$	121	$	154
Borrowings	387,440		170,085

Payable to securitization note holders (at fair value)	141,416		100,335
Accrued expenses and other liabilities	1,975		4,774
Total liabilities	530,952		275,348
Total net assets	$	664,441	$	414,266

Beneficial Interests - Schedule of Beneficial Interest Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Schedule Of Beneficial Interest [Line Items]
Unpaid principal balance, asset	$ 3,014,907		$ 3,014,907		$ 958,870
Unpaid principal balance, liability	1,150,855		1,150,855		769,102
Fair value, asset	131,483		131,483		41,012
Fair value, liability	13,162		13,162		$ 4,221
Beneficial interests
Schedule Of Beneficial Interest [Line Items]
Fair value adjustments and realized losses on beneficial interests, net	$ (948)	$ (7,171)	$ (23,158)	$ (9,127)

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

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Revenue:

Revenue from fees, net

$ 167,590

$ 146,755

$ 436,190

$ 407,585

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

Interest income

^[1]

40,845

37,692

144,899

116,923

Interest expense

^[1]

(10,818)

(9,414)

(33,002)

(20,828)

Fair value and other adjustments

^[1]

(35,477)

(40,476)

(130,523)

(130,430)

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

(5,450)

(12,198)

(18,626)

(34,335)

Total revenue

162,140

134,557

417,564

373,250

Operating expenses:

Sales and marketing

43,229

33,042

111,337

88,371

Customer operations

39,302

36,914

117,394

114,301

Engineering and product development

64,887

54,941

186,431

222,986

General, administrative, and other

59,874

53,505

170,508

156,616

Total operating expenses

207,292

178,402

585,670

582,274

Loss from operations

(45,152)

(43,845)

(168,106)

(209,024)

Other income, net

5,078

3,540

8,993

11,334

Gain on debt extinguishment

33,361

Net loss before income taxes

(6,713)

(40,305)

(125,752)

(197,690)

Provision for income taxes

Net loss

$ (6,758)

$ (40,315)

$ (125,826)

$ (197,734)

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

$ (0.07)

$ (0.48)

$ (1.42)

$ (2.38)

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

$ (0.07)

$ (0.48)

$ (1.42)

$ (2.38)

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

90,119,481

84,404,966

88,534,495

83,158,146

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

90,119,481

84,404,966

88,534,495

83,158,146

[1]	Balances for the three and nine months ended September 30, 2023 and 2024 include amounts related to the consolidated securitization. Refer to “Note 2. Revenue” for details.

Variable Interest Entities - Narrative (Details)
$ in Thousands

9 Months Ended

Jul. 06, 2023

USD ($)

Sep. 30, 2024

USD ($)

variable_interest_entity

Sep. 30, 2023

USD ($)

variable_interest_entity

Dec. 31, 2023

USD ($)

Variable Interest Entity [Line Items]

Net cash proceeds

$ 0

$ 165,318

Number of VIEs whom exercised clean up calls | variable_interest_entity

Financing receivable, after allowance for credit loss

^[1]

$ 656,120

$ 1,156,413

Restricted cash

210,493

99,382

Variable Interest Entity, Not Primary Beneficiary

Variable Interest Entity [Line Items]

Restricted cash

3,700

6,000

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

Variable Interest Entity [Line Items]

Financing receivable, after allowance for credit loss

$ 10,300

$ 14,800

Variable Interest Entity, Not Primary Beneficiary | Consolidated securitization

Variable Interest Entity [Line Items]

Unpaid principal balance of loans

$ 204,700

Weighted average coupon yield

9.20%

Net cash proceeds

$ 165,300

[1]	Includes $179.1 million and $118.5 million of loans, at fair value, contributed as collateral for the consolidated securitization as of December 31, 2023 and September 30, 2024, respectively. Refer to “Note 6. Fair Value Measurement” for details.

Fair Value Measurement (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value

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


		December 31,		September 30,
	Level	2023		2024
Assets
Loans	3	$	1,156,413	$	656,120
Beneficial interest assets	3	41,012		131,483
Line of credit receivable	3	—		31,514
Loan servicing assets	3	28,092		26,705
Notes receivable and residual certificates	3	14,847		10,318
Interest rate caps(1)	2	5,958		2,139
Total assets		$	1,246,322	$	858,279
Liabilities
Payable to securitization note holders	3	$	141,416	$	100,335
Beneficial interest liabilities	3	4,221		13,162
Trailing fee liabilities	3	4,251		4,345
Loan servicing liabilities	3	2,038		1,164
Total liabilities		$	151,926	$	119,006

__________

(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.

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 September 30, 2024:


	December 31,		September 30,
	2023		2024
Loans held-for-sale	$	830,574	$	311,299
Loans held-for-investment	146,768		226,301
Loans held in consolidated securitization	179,071		118,520
Total	$	1,156,413	$	656,120

Schedule of Significant Unobservable Inputs

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						September 30, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	9.63	%	23.22	%	12.06	%	9.32	%	23.22	%	11.74	%
Credit risk rate	0.01	%	93.10	%	17.66	%	0.01	%	93.12	%	16.89	%
Prepayment rate	0.13	%	95.80	%	36.52	%	0.32	%	89.07	%	35.43	%

_________

(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						September 30, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	6.85	%	16.00	%	9.99	%	6.39	%	15.25	%	9.29	%
Credit risk rate	0.61	%	37.70	%	15.51	%	0.67	%	37.70	%	15.55	%
Prepayment rate	6.66	%	89.84	%	42.73	%	6.73	%	89.84	%	41.86	%

_________

(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

September 30, 2024

Minimum

Maximum

Weighted-Average

Minimum

Maximum

Weighted-Average

Discount rate

7.00

_________

* Not applicable

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						September 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	%	10.52	%	23.22	%	13.13	%
Credit risk rate	0.48	%	50.69	%	16.32	%	0.49	%	50.28	%	16.37	%
Prepayment rate	6.36	%	89.46	%	43.14	%	6.37	%	87.53	%	42.66	%
Payable to securitization note holders
Discount rate	6.85	%	12.30	%	8.48	%	6.39	%	10.62	%	8.21	%
Credit risk rate	0.61	%	37.70	%	15.51	%	0.67	%	37.70	%	15.55	%
Prepayment rate	6.66	%	89.84	%	42.73	%	6.73	%	89.84	%	41.86	%

_________

(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 fair value measurements of beneficial interests as of December 31, 2023 and September 30, 2024:


	December 31, 2023						September 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	%	13.69	%
Credit risk rate spread(2)	(0.85)	%	(0.85)	%	(0.85)	%	(3.00)	%	7.90	%	1.64	%

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	%	12.90	%	16.43	%	13.40	%

_________

(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.

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						September 30, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	9.63	%	23.22	%	12.88	%	9.32	%	23.22	%	13.20	%
Credit risk rate	0.01	%	88.42	%	17.61	%	0.02	%	69.01	%	18.30	%
Prepayment rate	1.05	%	94.68	%	39.94	%	1.99	%	95.80	%	37.01	%

_________

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

Schedule of Sensitivity Analysis of Fair Value

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 September 30, 2024:


	December 31,		September 30,
	2023		2024
Fair value of loans held-for-sale and held-for-investment	$	977,342	$	537,600
Discount rates
100 basis point increase	(11,680)		(6,195)
200 basis point increase	(23,127)		(12,252)
Expected credit loss rates on underlying loans
10% adverse change	(12,453)		(5,402)
20% adverse change	(24,979)		(10,828)
Expected prepayment rates
10% adverse change	(1,884)		(1,477)
20% adverse change	(3,756)		(2,948)

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 September 30, 2024:


	December 31,		September 30,
	2023		2024
Fair value of loans held in consolidated securitization	$	179,071	$	118,520
Discount rates
100 basis point increase	(2,413)		(1,385)
200 basis point increase	(4,785)		(2,745)
Expected credit loss rates on underlying loans
10% adverse change	(2,669)		(2,318)
20% adverse change	(5,227)		(4,761)
Expected prepayment rates
10% adverse change	(1,625)		(990)
20% adverse change	(3,234)		(1,939)

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 September 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 September 30, 2024.

Significant Recurring Level 3 Fair Value Input Sensitivity


	December 31,		September 30,
	2023		2024
Fair value of beneficial interest assets	$	41,012	$	131,483
Discount rate
100 basis point increase	(1,240)		(2,621)
200 basis point increase	(2,431)		(5,152)
Expected credit rate spreads on underlying loans
10% adverse change	(9,059)		(28,780)
20% adverse change	(16,743)		(57,821)




Fair value of beneficial interest liabilities	$	4,221	$	13,162



Expected credit rate spreads on underlying loans
10% adverse change	5,606		5,721
20% adverse change	11,217		11,988

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

Transfer of loans to consolidated securitization(1)	(209,968)		—		209,968		—
Purchases of loans(2)(3)	483,921		32,714		—		516,635
Sale of loans(2)	(269,627)		—		—		(269,627)
Purchase of loans for immediate resale(2)	342,467		—		—		342,467
Immediate resale of loans(2)	(342,467)		—		—		(342,467)
Repayments received(2)	(40,894)		(24,757)		(12,302)		(77,953)
Charge-offs and changes in fair value recorded in earnings	(20,203)		(13,235)		(1,139)		(34,577)
Other changes	(764)		1,057		—		293

Fair value at September 30, 2023	$	632,316	$	143,493	$	196,527	$	972,336

_________

(1) Represents the fair value.

(2) Represents the principal balance.

(3) Purchase activity includes an immaterial unpaid principal balance related to securitization clean-up calls during the three months ended September 30, 2023.


	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


Transfer of loans to consolidated securitization(1)	(209,968)		—		209,968		—
Purchases of loans(2)(3)	1,053,309		121,293		—		1,174,602
Sale of loans(2)	(888,019)		—		—		(888,019)
Purchase of loans for immediate resale(2)	1,023,426		—		—		1,023,426
Immediate resale of loans(2)	(1,023,426)		—		—		(1,023,426)
Repayments received(2)	(149,697)		(68,212)		(12,302)		(230,211)
Charge-offs and changes in fair value recorded in earnings	(54,767)		(40,003)		(1,139)		(95,909)
Other changes	(1,352)		2,804		—		1,452
Fair value at September 30, 2023	$	632,316	$	143,493	$	196,527	$	972,336

_________

(1) Represents the fair value.

(2) Represents the principal balance.

(3) Purchase activity includes an immaterial unpaid principal balance related to securitization clean-up calls during the nine months ended September 30, 2023.


	Loans Held-for- Sale		Loans Held-for-Investment		Loans Held in Consolidated Securitization		Total
Fair value at June 30, 2024	$	497,922	$	187,586	$	135,120	$	820,628


Purchases and originations of loans(1)	475,176		85,639		—		560,815
Sale of loans(1)	(590,403)		—		—		(590,403)
Purchase of loans for immediate resale(1)	581,057		—		—		581,057
Immediate resale of loans(1)	(581,057)		—		—		(581,057)
Repayments received(1)	(43,633)		(37,603)		(11,818)		(93,054)
Charge-offs and changes in fair value recorded in earnings	(25,270)		(14,207)		(4,782)		(44,259)
Other changes	(2,493)		4,886		—		2,393

Fair value at September 30, 2024	$	311,299	$	226,301	$	118,520	$	656,120

_________

(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)	1,558,844		196,580		—		1,755,424
Sale of loans(2)	(1,826,066)		—		—		(1,826,066)
Purchase of loans for immediate resale(2)	1,067,402		—		—		1,067,402
Immediate resale of loans(2)	(1,067,402)		—		—		(1,067,402)
Repayments received(2)	(163,606)		(93,172)		(36,532)		(293,310)
Charge-offs and changes in fair value recorded in earnings	(77,943)		(37,810)		(24,019)		(139,772)
Other changes	(7,315)		10,746		—		3,431
Fair value at September 30, 2024	$	311,299	$	226,301	$	118,520	$	656,120

_________

(1)Purchase activity includes an immaterial unpaid principal balance related to securitization clean-up calls during the nine months ended September 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 June 30, 2024	$	8,305
Issuances	22,646
Changes in fair value recorded in earnings	403
Changes in accrued interest	160
Fair value at September 30, 2024	$	31,514


	Line of Credit Receivable
Fair value at December 31, 2023	$	—
Issuances	30,907
Changes in fair value recorded in earnings	447
Changes in accrued interest	160
Fair value at September 30, 2024	$	31,514

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 June 30, 2023	$	3,907	$	—
Additions	—		165,318
Repayments and settlements	(560)		(10,016)
Changes in fair value recorded in earnings	(561)		(1,520)
Fair value at September 30, 2023	$	2,786	$	153,782


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders
Fair value at December 31, 2022	$	6,181	$	—
Additions	—		165,318
Repayments and settlements	(3,556)		(10,016)
Changes in fair value recorded in earnings	161		(1,520)

Fair value at September 30, 2023	$	2,786	$	153,782


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders
Fair value at June 30, 2024	$	11,642	$	113,652
Repayments and settlements	(1,323)		(14,259)
Changes in fair value recorded in earnings	(1)		942


Fair value at September 30, 2024	$	10,318	$	100,335


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders

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

Repayments and settlements	(4,004)		(42,705)
Changes in fair value recorded in earnings	(525)		1,624
Fair value at September 30, 2024	$	10,318	$	100,335

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


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at June 30, 2023	$	28,664	$	85
Acquisition of beneficial interests	14,719		—


Changes in fair value recorded in earnings	(6,409)		763
Fair value at September 30, 2023	$	36,974	$	848


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at December 31, 2022	$	—	$	—
Acquisition of beneficial interests	45,254		—


Changes in fair value recorded in earnings	(8,280)		848
Fair value at September 30, 2023	$	36,974	$	848


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at June 30, 2024	$	97,804	$	11,198
Acquisition of beneficial interests	32,416		—
Settlement of beneficial interests	(1,079)		(1,325)
Changes in fair value recorded in earnings	2,342		3,289
Fair value at September 30, 2024	$	131,483	$	13,162


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at December 31, 2023	$	41,012	$	4,221
Acquisition of beneficial interests(1)	103,817		—
Settlement of beneficial interests	(2,808)		(3,692)
Changes in fair value recorded in earnings	(10,538)		12,633
Fair value at September 30, 2024	$	131,483	$	13,162

_________

(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

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,		September 30,		December 31,		September 30,
	2023		2024		2023		2024
Outstanding principal balance	$	1,182,577	$	705,779	$	15,310	$	13,783
Net fair value and accrued interest adjustments	(26,164)		(49,659)		(12,260)		(11,539)
Fair value(1)	$	1,156,413	$	656,120	$	3,050	$	2,244

_________

(1) Includes $343.1 million and $282.8 million of auto loans at fair value as of December 31, 2023 and September 30, 2024, respectively, of which $2.8 million and $2.0 million is 90 days or more past due as of December 31, 2023 and September 30, 2024, respectively. Also

includes an immaterial amount of HELOCs at fair value as of December 31, 2023 and $30.2 million as of September 30, 2024, of which immaterial loans are 90 days or more past due as of either period.

Schedule of Rollforward of Level 3 Liabilities


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders

Fair value at June 30, 2023	$	3,907	$	—
Additions	—		165,318
Repayments and settlements	(560)		(10,016)
Changes in fair value recorded in earnings	(561)		(1,520)
Fair value at September 30, 2023	$	2,786	$	153,782


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders
Fair value at December 31, 2022	$	6,181	$	—
Additions	—		165,318
Repayments and settlements	(3,556)		(10,016)
Changes in fair value recorded in earnings	161		(1,520)

Fair value at September 30, 2023	$	2,786	$	153,782


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders
Fair value at June 30, 2024	$	11,642	$	113,652
Repayments and settlements	(1,323)		(14,259)
Changes in fair value recorded in earnings	(1)		942


Fair value at September 30, 2024	$	10,318	$	100,335


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders

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

Repayments and settlements	(4,004)		(42,705)
Changes in fair value recorded in earnings	(525)		1,624
Fair value at September 30, 2024	$	10,318	$	100,335

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


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at June 30, 2023	$	28,664	$	85
Acquisition of beneficial interests	14,719		—


Changes in fair value recorded in earnings	(6,409)		763
Fair value at September 30, 2023	$	36,974	$	848


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at December 31, 2022	$	—	$	—
Acquisition of beneficial interests	45,254		—


Changes in fair value recorded in earnings	(8,280)		848
Fair value at September 30, 2023	$	36,974	$	848


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at June 30, 2024	$	97,804	$	11,198
Acquisition of beneficial interests	32,416		—
Settlement of beneficial interests	(1,079)		(1,325)
Changes in fair value recorded in earnings	2,342		3,289
Fair value at September 30, 2024	$	131,483	$	13,162


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at December 31, 2023	$	41,012	$	4,221
Acquisition of beneficial interests(1)	103,817		—
Settlement of beneficial interests	(2,808)		(3,692)
Changes in fair value recorded in earnings	(10,538)		12,633
Fair value at September 30, 2024	$	131,483	$	13,162

_________

(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						September 30, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	13.00	%	20.00	%	16.89	%	13.00	%	20.00	%	17.06	%
Credit risk rate	0.05	%	88.42	%	14.93	%	0.08	%	65.36	%	15.66	%
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	%	37.79	%

_________

(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 September 30, 2024, respectively and 0.62% for personal loans as of both December 31, 2023 and September 30, 2024.

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

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 as such changes do not result in a material impact on the fair value as of December 31, 2023 and September 30, 2024, respectively. Adverse changes in prepayment rates do not result in a material impact to the fair value of loan servicing liabilities as of December 31, 2023 and September 30, 2024.


	December 31,		September 30,
	2023		2024
Fair value of loan servicing assets	$	28,092	$	26,705
Expected market-servicing rates
10% market-servicing rates increase	(7,475)		(8,621)
20% market-servicing rates increase	(14,916)		(15,784)
Expected prepayment rates
10% prepayment rates increase	(632)		(2,096)
20% prepayment rates increase	(1,257)		(2,750)


	December 31,		September 30,
	2023		2024
Fair value of loan servicing liabilities	$	2,038	$	1,164
Expected market-servicing rates
10% market-servicing rates increase	1,100		881
20% market-servicing rates increase	2,235		1,451

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 June 30, 2023	$	33,339	$	2,577
Sale of loans	3,475		3
Repayments and other changes in fair value recorded in earnings	(6,723)		(187)
Fair value at September 30, 2023	$	30,091	$	2,393


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2022	$	36,467	$	3,968
Sale of loans	10,512		80
Repayments and other changes in fair value recorded in earnings	(16,888)		(1,655)
Fair value at September 30, 2023	$	30,091	$	2,393


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at June 30, 2024	$	25,790	$	1,223
Sale of loans	5,552		1
Repayments and other changes in fair value recorded in earnings	(4,637)		(60)
Fair value at September 30, 2024	$	26,705	$	1,164


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2023	$	28,092	$	2,038
Sale of loans	11,451		3
Repayments and other changes in fair value recorded in earnings	(12,838)		(877)
Fair value at September 30, 2024	$	26,705	$	1,164

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 June 30, 2023	$	33,339	$	2,577
Sale of loans	3,475		3
Repayments and other changes in fair value recorded in earnings	(6,723)		(187)
Fair value at September 30, 2023	$	30,091	$	2,393


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2022	$	36,467	$	3,968
Sale of loans	10,512		80
Repayments and other changes in fair value recorded in earnings	(16,888)		(1,655)
Fair value at September 30, 2023	$	30,091	$	2,393


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at June 30, 2024	$	25,790	$	1,223
Sale of loans	5,552		1
Repayments and other changes in fair value recorded in earnings	(4,637)		(60)
Fair value at September 30, 2024	$	26,705	$	1,164


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2023	$	28,092	$	2,038
Sale of loans	11,451		3
Repayments and other changes in fair value recorded in earnings	(12,838)		(877)
Fair value at September 30, 2024	$	26,705	$	1,164

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 June 30, 2023	$	4,265
Issuances	580
Repayments and settlements	(670)
Changes in fair value recorded in earnings	(2)
Fair value at September 30, 2023	$	4,173


	Trailing Fee Liabilities
Fair value at December 31, 2022	$	4,852
Issuances	1,414
Repayments and settlements	(2,096)
Changes in fair value recorded in earnings	3
Fair value at September 30. 2023	$	4,173


	Trailing Fee Liabilities
Fair value at June 30, 2024	$	4,242
Issuances	912
Repayments and settlements	(834)
Changes in fair value recorded in earnings	25

Fair value at September 30, 2024	$	4,345


	Trailing Fee Liabilities
Fair value at December 31, 2023	$	4,251
Issuances	2,101
Repayments and settlements	(2,145)
Changes in fair value recorded in earnings	138


Fair value at September 30, 2024	$	4,345

Fair Value Measurement - Schedule of Servicing Liabilities at Fair Value Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance			$ 28,092
Fair value, ending balance	$ 26,705		26,705
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance			2,038
Fair value, ending balance	1,164		1,164
Fair Value, Inputs, Level 3
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance			28,092
Fair value, ending balance	26,705		26,705
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance			2,038
Fair value, ending balance	1,164		1,164
Fair Value, Inputs, Level 3 \| Loan Servicing Liabilities
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	1,223	$ 2,577	2,038	$ 3,968
Sale of loans	1	3	3	80
Repayments and other changes in fair value recorded in earnings	(60)	(187)	(877)	(1,655)
Fair value, ending balance	1,164	2,393	1,164	2,393
Fair Value, Inputs, Level 3 \| Loan Servicing Assets
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	25,790	33,339	28,092	36,467
Sale of loans	5,552	3,475	11,451	10,512
Repayments and other changes in fair value recorded in earnings	4,637	(6,723)	(12,838)	(16,888)
Fair value, ending balance	$ 26,705	$ 30,091	$ 26,705	$ 30,091

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of Future Minimum Lease Payments

Future minimum lease payments are as follows:


	September 30, 2024
Remaining 2024	$	3,750
2025	15,402
2026	15,850
2027	15,474
2028	6,143
Thereafter	2,990
Total undiscounted lease payments	59,609

Less: Present value adjustment	(6,261)
Operating lease liabilities	$	53,348

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

Operating lease expense was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
Rent expense	$	4,016	$	3,542	$	12,062	$	10,625
Variable lease payments	$	1,016	$	937	$	2,936	$	2,862

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
Cash paid for amounts included in the measurement of lease liabilities	$	3,803	$	3,591	$	11,263	$	10,850

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



	December 31, 2023	September 30, 2024
Weighted-average remaining lease term (in years)	4.56	3.84
Weighted-average discount rate	5.11%	5.18%

Balance Sheet Components - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Other Assets [Abstract]
Accrued expenses	$ 35,364	$ 28,099
Accrued payroll	31,336	30,161
Accounts payable	22,617	12,613
Beneficial interest liabilities (at fair value)	13,162	4,221
Trailing fee liability (at fair value)	4,345	4,251
Other liabilities	3,628	2,668
Loan servicing liabilities (at fair value)	1,164	2,038
Total accrued expenses and other liabilities	$ 111,616	$ 84,051

- Definition

Amount of liabilities classified as other.

+ References + Details

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481229/860-50-50-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481260/860-50-45-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481260/860-50-45-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481260/860-50-45-2

+ Details

Borrowings - Convertible Senior Notes Activity (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023
Debt Activity [Roll Forward]
Principal balance of Notes outstanding as of December 31, 2023		$ 1,048,675
Issuance of 2029 Notes		423,002	$ 0
Repurchases of 2026 Notes		(325,344)	$ 0
Principal balance of Notes outstanding as of September 30, 2024	$ 900,463	900,463
Convertible Debt
Debt Activity [Roll Forward]
Principal balance of Notes outstanding as of December 31, 2023		661,250
Principal balance of Notes outstanding as of September 30, 2024	730,379	730,379
Convertible Debt \| 2029 Notes
Debt Activity [Roll Forward]
Issuance of 2029 Notes	$ 302,400	431,250
Convertible Debt \| 2026 Notes
Debt Activity [Roll Forward]
Repurchases of 2026 Notes		$ (362,121)

Beneficial Interests - Maximum Exposure to Losses by Asset Type (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Schedule Of Beneficial Interest [Line Items]
Aggregate capital under risk-sharing arrangements	$ 357,861	$ 98,537
Unrestricted cash
Schedule Of Beneficial Interest [Line Items]
Aggregate capital under risk-sharing arrangements	68,562	23,789
Restricted cash
Schedule Of Beneficial Interest [Line Items]
Aggregate capital under risk-sharing arrangements	70,825	12,064
Beneficial interests
Schedule Of Beneficial Interest [Line Items]
Aggregate capital under risk-sharing arrangements	168,707	62,684
Other
Schedule Of Beneficial Interest [Line Items]
Aggregate capital under risk-sharing arrangements	$ 49,767	$ 0

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Oct. 31, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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		91,228,026
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001647639
Current Fiscal Year End Date	--12-31

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2024			2023			2024
Provision for income taxes	$	10		$	45		$	44		$	74
Effective tax rate	(0.03)		%	(0.67)		%	(0.02)		%	(0.06)		%

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 nine months ended September 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.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Borrowings - Schedule of Aggregate Principal Outstanding of all Loans (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Schedule of Borrowings [Line Items]
Total payments due	$ 900,463	$ 1,048,675
Unamortized debt discount	(13,096)	(8,251)
Total borrowings	887,367	1,040,424
Convertible Debt
Schedule of Borrowings [Line Items]
Total payments due	730,379	661,250
Unamortized debt discount	(13,096)	(8,251)
Revolving Credit Facility \| Warehouse credit facilities
Schedule of Borrowings [Line Items]
Total payments due	$ 170,084	$ 387,425

Borrowings

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Borrowings

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


	Borrowings
	December 31, 2023		September 30, 2024

Warehouse credit facilities	$	387,425	$	170,084

Convertible senior notes	661,250		730,379
Total payments due	1,048,675		900,463
Unamortized debt discount	(8,251)		(13,096)
Total borrowings	$	1,040,424	$	887,367

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


	September 30, 2024

Remaining 2024	$	—
2025	47,477
2026	378,301
2027	—
2028	43,435
2029	431,250
Thereafter	—
Total	$	900,463

Warehouse Credit Facilities

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


					December 31, 2023				September 30, 2024
	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	$	190,861	$	47,477
Upstart Auto Warehouse Trust 2	Benchmark rate + 0% - 4.0%	June 2025 - June 2026	50,000		—		—		10,472		5,437
Upstart Loan Trust	Benchmark rate + 2.8% - 3.8%	June 2025 - June 2026	325,000		361,195		247,942		94,963		73,735
Upstart Small Dollar Loan Trust	Benchmark rate + 5.5%	June 2027 - June 2028	100,000		—		—		77,179		43,435
Total			$	475,000	$	639,217	$	387,425	$	373,475	$	170,084

_________

(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. As of September 30, 2024, the Company was in breach of certain representations for a select pool of loans pledged in the facility. Subsequent to September 30, 2024, the Company paid down $26.8 million of the outstanding advance on the facility and was in compliance with all applicable covenants effective November 4, 2024.

During the three months ended March 31, 2024, Upstart Auto Warehouse Trust obtained waivers for breach of certain covenants under the Upstart Auto Warehouse Trust facility, which expired on June 14, 2024. 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 September 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

In August 2021, the Company issued $661.3 million in aggregate principal amount of 0.25% convertible senior notes due 2026 (the “2026 Notes”), and in September 2024, the Company issued $431.3 million in aggregate principal amount of 2.00% convertible senior notes due 2029 (the “2029 Notes”, together with the 2026 Notes, the “Notes”). Concurrently with the issuance of the 2029 Notes, the Company used approximately $302.4 million of the proceeds to repurchase approximately $334.2 million in aggregate principal amount of the outstanding 2026 Notes in individually negotiated transactions. The Company additionally repurchased approximately $27.9 million of the outstanding 2026 Notes during the third quarter of 2024 through open market purchases. The table below presents the activity of the Notes during the nine months ended September 30, 2024:


Principal balance of Notes outstanding as of December 31, 2023	$	661,250
Issuance of 2029 Notes	431,250
Repurchases of 2026 Notes	(362,121)
Principal balance of Notes outstanding as of September 30, 2024	$	730,379

The repurchases of the 2026 Notes were accounted for as a debt extinguishment. The difference between the consideration paid to repurchase the 2026 Notes and the carrying value of the 2026 Notes, resulted in a gain on debt extinguishment of $33.4 million separately reported on the condensed consolidated statement of operations and comprehensive loss during the three and nine months ended September 30, 2024. The partial extinguishment did not result in any changes to the terms of the 2026 Notes.

Each series of Notes is governed by its respective indenture (each, an “Indenture”), and represents senior unsecured obligations of the Company. The 2026 Notes mature on August 15, 2026 and the 2029 Notes mature on October 1, 2029, unless such Notes are earlier converted, redeemed, or repurchased in accordance with their terms. The Company may not redeem the 2026 Notes prior to August 20, 2024 or the 2029 Notes prior to October 6, 2027. The Company may redeem for cash all or any portion of the Notes, at its option, on or after August 20, 2024, in the case of the 2026 Notes, and on or after October 6, 2027, in the case of the 2029 Notes, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price for the Notes of the applicable series 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 for the Notes of such series at a redemption price equal to 100% of the principal amount of the Notes of such series to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

The following table presents details of the Notes:

Interest Rate

Initial Conversion Rate per $1,000 Principal

Initial Conversion Price

Conversion Date

2026 Notes

0.25%; payable semiannually on February 15 and August 15

3.5056

$285.26

May 15, 2026

2029 Notes

2.00%; payable semiannually on April 1 and October 1

21.9029

$45.66

July 1, 2029

Holders of the Notes may convert their Notes at their option any time prior to the close of business on the business day immediately preceding their respective conversion dates only under the following circumstances:

(1) during any calendar quarter commencing after December 31, 2021, in the case of the 2026 Notes, and December 31, 2024, in the case of the 2029 Notes, (and only during such calendar quarter), if the last reported sale price of the Company’s 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 applicable conversion price for the respective Notes 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 the applicable series 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 Company’s common stock and the conversion rate of the respective Notes on each such trading day;

(3) if the Company calls any or all of the Notes of the applicable series 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 the respective conversion dates, holders of the Notes of the applicable series may surrender all or any portion of their Notes of such series for conversion at any time prior to the close of business on the second scheduled trading day immediately preceding the applicable maturity date 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 conversion price for each series of Notes will be subject to adjustment if certain events occur. In addition, following certain corporate events that may occur prior to the applicable maturity date or following the Company’s issuance of a notice of redemption for a series of Notes, the Company may be required to increase the conversion rate for the holder of the Notes of such series who elect to convert such 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” pursuant to the applicable Indenture, holders of the applicable series of Notes may require the Company to repurchase for cash all or a portion of such Notes at a purchase price equal to 100% of the principal amount of the Notes of such series to be redeemed plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Company accounted for the issuance of each series of the Notes as a single liability at par as the conversion feature of each series of Notes 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 2026 Notes and 2029 Notes totaled $15.7 million and $10.4 million, respectively, which are amortized to interest expense under the effective interest method over the contractual term. The effective interest rate of the 2026 Notes and the 2029 Notes is 0.7% and 2.5%, respectively. The Company recorded immaterial coupon interest expense related to the Notes and immaterial amortization of debt issuance costs within other income, net on the condensed consolidated statements of operations and comprehensive loss for all periods presented.

The following table presents the components of the Notes as of December 31, 2023 and September 30, 2024:


	December 31, 2023								September 30, 2024
	Principal Amount		Unamortized Debt Discount		Net Carrying Amount		Fair Value		Principal Amount		Unamortized Debt Discount		Net Carrying Amount		Fair Value
2026 Notes	$	661,250	$	(8,251)	$	652,999	$	488,700	$	299,129	$	(2,687)	$	296,442	$	265,851
2029 Notes	—		—		—		—		431,250		(10,409)		420,841		471,162
Total	$	661,250	$	(8,251)	$	652,999	$	488,700	$	730,379	$	(13,096)	$	717,283	$	737,013

The estimated fair value represents Level 2 valuations in the fair value hierarchy and was determined based on the estimated or actual bids and offers of the Notes in an over-the-counter market.

Capped Call Transactions

In connection with the issuance of the 2026 Notes and the 2029 Notes, the Company entered into separate privately negotiated capped call instruments with certain financial institutions (the “2026 Capped Calls,” with respect to the 2026 Notes and the “2029 Capped Calls,” with respect to the 2029 Notes, and the 2026 Capped Calls together with the 2029 Capped Calls, the “Capped Calls”).

The Capped Calls are generally expected to offset the potential dilution to the Company’s common stock upon any conversion of Notes and/or reduce 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 the Company’s common stock, as measured under the terms of the Capped Calls, is greater than the strike price of the Capped Calls, with such offset and/or reduction subject to a cap. If, however, the market price per share of the common stock, as measured under the terms of the Capped Calls, exceeds the cap price of the Capped Calls, there would be dilution and/or there would not be a reduction of such potential cash payments, in each case, to the extent that such market price per share of the Company’s common stock exceeds the cap price of the Capped Calls.

The following table sets forth other key terms for the Capped Calls related to each series of Notes as of September 30, 2024:


	Initial Strike Price per Share, Subject to Certain Adjustments	Initial Cap Price per Share, Subject to Certain Adjustments	Shares of Common Stock Covered, Subject to Anti-Dilution Adjustments (in millions)	Final Expiration Date
2026 Capped Calls	$285.26	$400.36	1.0	August 15, 2026
2029 Capped Calls	$45.66	$70.24	9.4	September 27, 2029

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.

In the third quarter of 2024, in connection with the partial repurchase of the 2026 Notes described above, the Company entered into agreements to terminate the portion of the 2026 Capped Calls corresponding to the principal amount of the 2026 Notes repurchased. As a result of the partial terminations of the 2026 Capped Calls, the

Company received immaterial cash payments which were recorded as an increase of additional paid-in capital within stockholders’ equity.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 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.

Stockholders’ Equity - Schedule of Reserved Shares of Common Stock for Issuance (Details) - shares	Sep. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Shares reserved of common stock for issuance (in shares)	27,980,321	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)	7,692,542	6,420,703
Options issued and outstanding
Class of Stock [Line Items]
Shares reserved of common stock for issuance (in shares)	12,350,352	12,617,254
Restricted stock units outstanding
Class of Stock [Line Items]
Shares reserved of common stock for issuance (in shares)	4,511,475	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)	3,425,952	2,896,226

- Definition

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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Fair Value Measurement - Schedule of Sensitivity Analysis of Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of beneficial interest assets	$ 131,483	$ 41,012
Expected prepayment rates
Beneficial interest liabilities	13,162	4,221
Beneficial Interests
Expected credit rate spreads on underlying loans
10% adverse change	5,721	5,606
20% adverse change	11,988	11,217
Loans Held For Sale And Investment
Discount rates
100 basis point increase	(6,195)	(11,680)
200 basis point increase	(12,252)	(23,127)
Expected credit loss rates on underlying loans
10% adverse change	(5,402)	(12,453)
20% adverse change	(10,828)	(24,979)
Expected prepayment rates
10% adverse change	(1,477)	(1,884)
20% adverse change	(2,948)	(3,756)
Loans Held in Consolidated Securitization
Discount rates
100 basis point increase	(1,385)	(2,413)
200 basis point increase	(2,745)	(4,785)
Expected credit loss rates on underlying loans
10% adverse change	(2,318)	(2,669)
20% adverse change	(4,761)	(5,227)
Expected prepayment rates
10% adverse change	(990)	(1,625)
20% adverse change	(1,939)	(3,234)
Beneficial Interests
Discount rates
100 basis point increase	(2,621)	(1,240)
200 basis point increase	(5,152)	(2,431)
Expected credit loss rates on underlying loans
10% adverse change	(28,780)	(9,059)
20% adverse change	(57,821)	(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	656,120	1,156,413
Fair value of beneficial interest assets	131,483	41,012
Expected prepayment rates
Beneficial interest liabilities	13,162	4,221
Fair Value, Inputs, Level 3 \| Beneficial Interests
Expected prepayment rates
Beneficial interest liabilities	13,162	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	537,600	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	$ 118,520	$ 179,071

Goodwill and Intangible Assets - Schedule of Expected Future Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining 2024	$ 285
2025	1,142
2026	1,142
2027	1,142
2028	1,142
Thereafter	4,851
Net Carrying Value	$ 9,704	$ 11,344

Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Statement of Cash Flows [Abstract]
Cash and restricted cash at beginning of period	$ 467,787	$ 615,028	$ 532,467
Cash and restricted cash at end of period	$ 655,767	$ 467,787	$ 615,028

Borrowings - Convertible Senior Notes (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Unamortized debt discount	$ (13,096)	$ (8,251)
Convertible Debt
Debt Instrument [Line Items]
Principal Amount	730,379	661,250
Unamortized debt discount	(13,096)	(8,251)
Net Carrying Amount	717,283	652,999
Fair Value	737,013	488,700
2026 Notes \| Convertible Debt
Debt Instrument [Line Items]
Principal Amount	299,129	661,250
Unamortized debt discount	(2,687)	(8,251)
Net Carrying Amount	296,442	652,999
Fair Value	265,851	488,700
2029 Notes \| Convertible Debt
Debt Instrument [Line Items]
Principal Amount	431,250	0
Unamortized debt discount	(10,409)	0
Net Carrying Amount	420,841	0
Fair Value	$ 471,162	$ 0

- Definition

Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.

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Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

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Derivative Financial Instruments - Schedule Of Gains (Losses) Recognized On Derivative Instruments Not Designated As Hedging Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Derivative [Line Items]
Fair Value	$ 2,139	$ 5,958
Interest rate caps
Derivative [Line Items]
Notional Amount	254,500	299,578
Fair Value	$ 2,139	$ 5,958

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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 825
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-Name Accounting Standards Codification
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-Publisher FASB
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+ Details

Fair Value Measurement - Schedule of Rollforward of Level 3 Assets (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Loans (at fair value)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 820,628	$ 837,565	$ 1,156,413	$ 1,010,421
Transfer of loans to consolidated securitization		0		0
Reclassification of loans			0
Purchases and originations of loans	560,815	516,635	1,755,424	1,174,602
Sale of loans	(590,403)	(269,627)	(1,826,066)	(888,019)
Purchase of loans for immediate resale	581,057	342,467	1,067,402	1,023,426
Immediate resale of loans	(581,057)	(342,467)	(1,067,402)	(1,023,426)
Repayments received	(93,054)	(77,953)	(293,310)	(230,211)
Charge-offs and changes in fair value recorded in earnings	(44,259)	(34,577)	(139,772)	(95,909)
Other changes	2,393	293	3,431	1,452
Fair value, ending balance	656,120	972,336	656,120	972,336
Loans Held-for- Sale
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	497,922	689,851	830,574	882,810
Transfer of loans to consolidated securitization		(209,968)		(209,968)
Reclassification of loans			(3,189)
Purchases and originations of loans	475,176	483,921	1,558,844	1,053,309
Sale of loans	(590,403)	(269,627)	(1,826,066)	(888,019)
Purchase of loans for immediate resale	581,057	342,467	1,067,402	1,023,426
Immediate resale of loans	(581,057)	(342,467)	(1,067,402)	(1,023,426)
Repayments received	(43,633)	(40,894)	(163,606)	(149,697)
Charge-offs and changes in fair value recorded in earnings	(25,270)	(20,203)	(77,943)	(54,767)
Other changes	(2,493)	(764)	(7,315)	(1,352)
Fair value, ending balance	311,299	632,316	311,299	632,316
Loans Held-for-Investment
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	187,586	147,714	146,768	127,611
Transfer of loans to consolidated securitization		0		0
Reclassification of loans			3,189
Purchases and originations of loans	85,639	32,714	196,580	121,293
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	(37,603)	(24,757)	(93,172)	(68,212)
Charge-offs and changes in fair value recorded in earnings	(14,207)	(13,235)	(37,810)	(40,003)
Other changes	4,886	1,057	10,746	2,804
Fair value, ending balance	226,301	143,493	226,301	143,493
Loans Held in Consolidated Securitization
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	135,120	0	179,071	0
Transfer of loans to consolidated securitization		209,968		209,968
Reclassification of loans			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	(11,818)	(12,302)	(36,532)	(12,302)
Charge-offs and changes in fair value recorded in earnings	(4,782)	(1,139)	(24,019)	(1,139)
Other changes	0	0	0	0
Fair value, ending balance	118,520	$ 196,527	118,520	$ 196,527
Line of Credit Receivable
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	8,305		0
Charge-offs and changes in fair value recorded in earnings	403		447
Changes in accrued interest	160		160
Fair value, ending balance	$ 31,514		$ 31,514

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

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Disaggregation of Revenue [Line Items]

Interest income

^[1]

$ 40,845

$ 37,692

$ 144,899

$ 116,923

Interest expense

^[1]

(10,818)

(9,414)

(33,002)

(20,828)

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

(31,579)

(30,349)

(92,800)

(99,048)

Realized loss on sale of loans, net

(2,950)

(2,955)

(14,565)

(22,255)

Fair value adjustments and realized losses on beneficial interests, net

(948)

(7,172)

(23,158)

(9,127)

Total fair value and other adjustments, net

^[1]

(35,477)

(40,476)

(130,523)

(130,430)

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

(5,450)

(12,198)

(18,626)

(34,335)

Variable Interest Entity, Primary Beneficiary

Disaggregation of Revenue [Line Items]

Interest income

6,748

10,048

23,086

10,048

Interest expense

(2,272)

(3,754)

(7,546)

(3,754)

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

(5,726)

367

(25,643)

367

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

$ (1,250)

$ 6,661

$ (10,103)

$ 6,661

[1]	Balances for the three and nine months ended September 30, 2023 and 2024 include amounts related to the consolidated securitization. Refer to “Note 2. Revenue” for details.

- Definition

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.

+ References + Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column E)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column E)(Footnote 4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
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-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10

Reference 7: http://www.xbrl.org/2003/role/exampleRef
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-Section 45
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477346/946-830-45-39

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-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

+ Details

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Shares and Warrants Reserved for Issuance

Shares of common stock reserved for issuance, on an as-converted basis, are as follows:


	December 31,	September 30,
	2023	2024
Options issued and outstanding	12,617,254	12,350,352
Restricted stock units outstanding	5,534,394	4,511,475

Shares available for future issuance under 2020 plan	6,420,703	7,692,542
Shares available for issuance under employee stock purchase plan	2,896,226	3,425,952
Total	27,468,577	27,980,321

Schedule of Stock Option Activity

The following table summarizes stock option activity for the nine months ended September 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	1,324,632	26.48
Options exercised	(1,488,118)	8.25
Options cancelled and forfeited	(103,416)	22.87
Balances at September 30, 2024	12,350,352	16.54		5.8	334,377
Options exercisable – September 30, 2024	8,718,678	13.32		4.7	265,970
Options vested and expected to vest – September 30, 2024	12,328,033	$	16.51	5.8	$	334,105

Schedule of Restricted Stock Units and Restricted Stock

The following table summarizes RSU activity for the nine months ended September 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	2,505,383	28.55
RSUs vested	(2,846,811)	32.36
RSUs cancelled and forfeited	(681,491)	33.79
Unvested at September 30, 2024	4,511,475	$	33.14

Schedule of Stock Options Fair Value Assumptions

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


	Three Months Ended September 30,			Nine Months Ended September 30,
	2023	2024		2023	2024
Expected term (in years)	5.3	5.1 - 6.7		5.2 – 7.0	5.1 – 7.0
Expected volatility	53.33% – 53.38%	50.96% - 53.49%	50.96% – 53.38%	50.32% – 53.49%
Risk-free interest rate	4.23% – 4.60%	3.76%	3.45% – 4.60%	3.76% – 4.27%
Dividend yield	—%	—%	—%	—%

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 September 30,		Nine Months Ended September 30,
	2023	2024	2023	2024
Expected term (in years)	0.5	0.5	0.5	0.5
Expected volatility	131.05%	88.37%	97.74% – 131.05%	88.37% – 96.69%
Risk-free interest rate	5.55%	5.04%	4.97% – 5.55%	5.04% – 5.30%
Dividend yield	—%	—%	—%	—%

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 September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
Sales and marketing	$	3,231	$	3,040	$	5,097	$	9,096
Customer operations	2,768		1,596		8,744		5,679
Engineering and product development	17,357		18,013		92,725		55,140
General, administrative, and other	12,212		10,969		35,707		33,689
Total	$	35,568	$	33,618	$	142,273	$	103,604

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 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									September 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			(3,996)			9,704
Total intangible assets		$	23,100		$	(11,756)		$	11,344		$	23,100		$	(13,396)		$	9,704

Schedule of Expected Future Amortization Expense

Expected future amortization expense for intangible assets is as follows:


	September 30, 2024
Remaining 2024	$	285
2025	1,142
2026	1,142
2027	1,142
2028	1,142
Thereafter	4,851
Total	$	9,704

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

Sep. 30, 2024

Dec. 31, 2023

Assets

Cash

$ 445,274

$ 368,405

Restricted cash

210,493

99,382

Loans (at fair value)

^[1]

656,120

1,156,413

Property, equipment, and software, net

38,328

42,655

Operating lease right of use assets

46,318

54,694

Beneficial interest assets (at fair value)

131,483

41,012

Non-marketable equity securities

41,250

Goodwill

67,062

Other assets (includes $48,897 and $70,676 at fair value as of December 31, 2023 and September 30, 2024, respectively)

172,652

146,227

Total assets

^[2]

1,808,980

2,017,100

Liabilities:

Payable to investors

60,778

53,580

Borrowings

887,367

1,040,424

Payable to securitization note holders (at fair value)

100,335

141,416

Accrued expenses and other liabilities (includes $10,510 and $18,671 at fair value as of December 31, 2023 and September 30, 2024, respectively)

111,616

84,051

Operating lease liabilities

53,348

62,324

Total liabilities

^[2]

1,213,444

1,381,795

Stockholders’ equity:

Common stock, $0.0001 par value; 700,000,000 shares authorized; 86,330,303 and 90,998,255 shares issued and outstanding as of December 31, 2023 and September 30, 2024, respectively

Additional paid-in capital

1,003,929

917,872

Accumulated deficit

(408,402)

(282,576)

Total stockholders’ equity

595,536

635,305

Total liabilities and stockholders’ equity

$ 1,808,980

$ 2,017,100

[1]

[2]


	December 31,		September 30,
	2023		2024
Assets
Cash	$	1,603	$	2,041
Restricted cash	23,450		50,231
Loans (at fair value)	1,147,423		624,318


Other assets (includes $5,958 and $2,139 at fair value as of December 31, 2023 and September 30, 2024, respectively)	22,917		13,024
Total assets	$	1,195,393	$	689,614

Liabilities

Payable to investors	$	121	$	154
Borrowings	387,440		170,085

Payable to securitization note holders (at fair value)	141,416		100,335
Accrued expenses and other liabilities	1,975		4,774
Total liabilities	530,952		275,348
Total net assets	$	664,441	$	414,266

Revenue - Schedule of Customers Accounting for Greater Than 10% of Accounts Receivable (Details) - Customer Concentration Risk	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Customer A \| Revenue Benchmark
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	31.00%	33.00%	27.00%	30.00%
Customer A \| Accounts Receivable
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)					11.00%
Customer B \| Revenue Benchmark
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	29.00%	32.00%	34.00%	31.00%
Customer C \| Revenue Benchmark
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)		12.00%	10.00%	11.00%
Customer C \| Accounts Receivable
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)			11.00%		15.00%
Customer D \| Accounts Receivable
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)			17.00%

- Definition

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.

+ References + Details

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	27,519,057	21,915,816	27,519,057	21,915,816
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	12,350,352	13,014,493	12,350,352	13,014,493
Unvested RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	4,511,475	6,391,568	4,511,475	6,391,568
Purchase rights committed under the ESPP
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	162,977	191,677	162,977	191,677
Convertible debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	10,494,253	2,318,078	10,494,253	2,318,078

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Effective Tax Rates

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2024			2023			2024
Provision for income taxes	$	10		$	45		$	44		$	74
Effective tax rate	(0.03)		%	(0.67)		%	(0.02)		%	(0.06)		%

Stockholders’ Equity - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Number of Options
Beginning balance (in shares) \| shares	12,617,254
Options granted (in shares) \| shares	1,324,632
Options exercised (in shares) \| shares	(1,488,118)
Options cancelled and forfeited (in shares) \| shares	(103,416)
Ending balance (in shares) \| shares	12,350,352	12,617,254
Options exercisable (in shares) \| shares	8,718,678
Options vested and expected to vest (in shares) \| shares	12,328,033
Weighted-Average Exercise Price Per Share
Options outstanding (in dollars per share) \| $ / shares	$ 14.57
Options granted (in dollars per share) \| $ / shares	26.48
Options exercised (in dollars per share) \| $ / shares	8.25
Options cancelled and forfeited (in dollars per share) \| $ / shares	22.87
Options outstanding (in dollars per share) \| $ / shares	16.54	$ 14.57
Options exercisable, weighted average exercise price per share (in dollars per share) \| $ / shares	13.32
Options vested and expected to vest, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 16.51
Weighted-Average Remaining Contractual Life (years)
Options outstanding	5 years 9 months 18 days	6 years 1 month 6 days
Options exercisable	4 years 8 months 12 days
Options vested and expected to vest	5 years 9 months 18 days
Aggregate Intrinsic Value
Balances aggregate intrinsic value \| $	$ 334,377	$ 375,897
Options exercisable \| $	265,970
Options vested and expected to vest \| $	$ 334,105

Balance Sheet Components - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Other Assets [Abstract]
Receivables	$ 46,076	$ 40,490
Line of credit receivable (at fair value)	31,514	0
Loan servicing assets (at fair value)	26,705	28,092
Other assets	21,685	18,589
Prepaid expenses	19,549	17,976
Notes receivable and residual certificates (at fair value)	10,318	14,847
Intangible assets, net	9,716	11,356
Deposits	4,950	8,919
Interest rate caps (at fair value)	2,139	5,958
Total other assets	$ 172,652	$ 146,227

Income Taxes - Schedule of Effective Tax Rates (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 45	$ 10	$ 74	$ 44
Effective tax rate	(0.67%)	(0.03%)	(0.06%)	(0.02%)

- Definition

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

+ References

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
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

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
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-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
-SubTopic 220
-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

+ Details

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

Sep. 30, 2024

Jun. 30, 2024

Dec. 31, 2023

Sep. 30, 2023

Jun. 30, 2023

Dec. 31, 2022

Variable Interest Entity [Line Items]

Assets

^[1]

$ 1,808,980

$ 2,017,100

Liabilities

^[1]

1,213,444

1,381,795

Net Assets

595,536

$ 594,710

635,305

$ 640,764

$ 638,145

$ 672,435

Variable Interest Entity, Primary Beneficiary

Variable Interest Entity [Line Items]

Assets

689,614

1,195,393

Liabilities

275,348

530,952

Net Assets

414,266

664,441

Variable Interest Entity, Primary Beneficiary | Consolidated securitization

Variable Interest Entity [Line Items]

Assets

125,255

187,258

Liabilities

100,337

141,420

Net Assets

24,918

45,838

Variable Interest Entity, Primary Beneficiary | Consolidated warehouse entities

Variable Interest Entity [Line Items]

Assets

353,922

645,455

Liabilities

174,067

388,681

Net Assets

179,855

256,774

Variable Interest Entity, Primary Beneficiary | Other consolidated VIEs

Variable Interest Entity [Line Items]

Assets

210,437

362,680

Liabilities

944

851

Net Assets

209,493

361,829

Variable Interest Entity, Not Primary Beneficiary | Securitizations

Variable Interest Entity [Line Items]

Assets

293,412

445,929

Liabilities

210,965

319,357

Net Assets

82,447

126,572

Maximum Exposure to Losses

$ 13,972

$ 20,885

[1]


	December 31,		September 30,
	2023		2024
Assets
Cash	$	1,603	$	2,041
Restricted cash	23,450		50,231
Loans (at fair value)	1,147,423		624,318


Other assets (includes $5,958 and $2,139 at fair value as of December 31, 2023 and September 30, 2024, respectively)	22,917		13,024
Total assets	$	1,195,393	$	689,614

Liabilities

Payable to investors	$	121	$	154
Borrowings	387,440		170,085

Payable to securitization note holders (at fair value)	141,416		100,335
Accrued expenses and other liabilities	1,975		4,774
Total liabilities	530,952		275,348
Total net assets	$	664,441	$	414,266

Fair Value Measurement

9 Months Ended

Sep. 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,		September 30,
	Level	2023		2024
Assets
Loans	3	$	1,156,413	$	656,120
Beneficial interest assets	3	41,012		131,483
Line of credit receivable	3	—		31,514
Loan servicing assets	3	28,092		26,705
Notes receivable and residual certificates	3	14,847		10,318
Interest rate caps(1)	2	5,958		2,139
Total assets		$	1,246,322	$	858,279
Liabilities
Payable to securitization note holders	3	$	141,416	$	100,335
Beneficial interest liabilities	3	4,221		13,162
Trailing fee liabilities	3	4,251		4,345
Loan servicing liabilities	3	2,038		1,164
Total liabilities		$	151,926	$	119,006

__________

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 September 30, 2024:


	December 31,		September 30,
	2023		2024
Loans held-for-sale	$	830,574	$	311,299
Loans held-for-investment	146,768		226,301
Loans held in consolidated securitization	179,071		118,520
Total	$	1,156,413	$	656,120

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


	December 31, 2023						September 30, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	9.63	%	23.22	%	12.06	%	9.32	%	23.22	%	11.74	%
Credit risk rate	0.01	%	93.10	%	17.66	%	0.01	%	93.12	%	16.89	%
Prepayment rate	0.13	%	95.80	%	36.52	%	0.32	%	89.07	%	35.43	%

_________

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


	December 31, 2023						September 30, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	6.85	%	16.00	%	9.99	%	6.39	%	15.25	%	9.29	%
Credit risk rate	0.61	%	37.70	%	15.51	%	0.67	%	37.70	%	15.55	%
Prepayment rate	6.66	%	89.84	%	42.73	%	6.73	%	89.84	%	41.86	%

_________

(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


	December 31,		September 30,
	2023		2024
Fair value of loans held-for-sale and held-for-investment	$	977,342	$	537,600
Discount rates
100 basis point increase	(11,680)		(6,195)
200 basis point increase	(23,127)		(12,252)
Expected credit loss rates on underlying loans
10% adverse change	(12,453)		(5,402)
20% adverse change	(24,979)		(10,828)
Expected prepayment rates
10% adverse change	(1,884)		(1,477)
20% adverse change	(3,756)		(2,948)


	December 31,		September 30,
	2023		2024
Fair value of loans held in consolidated securitization	$	179,071	$	118,520
Discount rates
100 basis point increase	(2,413)		(1,385)
200 basis point increase	(4,785)		(2,745)
Expected credit loss rates on underlying loans
10% adverse change	(2,669)		(2,318)
20% adverse change	(5,227)		(4,761)
Expected prepayment rates
10% adverse change	(1,625)		(990)
20% adverse change	(3,234)		(1,939)

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

Transfer of loans to consolidated securitization(1)	(209,968)		—		209,968		—
Purchases of loans(2)(3)	483,921		32,714		—		516,635
Sale of loans(2)	(269,627)		—		—		(269,627)
Purchase of loans for immediate resale(2)	342,467		—		—		342,467
Immediate resale of loans(2)	(342,467)		—		—		(342,467)
Repayments received(2)	(40,894)		(24,757)		(12,302)		(77,953)
Charge-offs and changes in fair value recorded in earnings	(20,203)		(13,235)		(1,139)		(34,577)
Other changes	(764)		1,057		—		293

Fair value at September 30, 2023	$	632,316	$	143,493	$	196,527	$	972,336

_________

(1) Represents the fair value.

(2) Represents the principal balance.

(3) Purchase activity includes an immaterial unpaid principal balance related to securitization clean-up calls during the three months ended September 30, 2023.


	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


Transfer of loans to consolidated securitization(1)	(209,968)		—		209,968		—
Purchases of loans(2)(3)	1,053,309		121,293		—		1,174,602
Sale of loans(2)	(888,019)		—		—		(888,019)
Purchase of loans for immediate resale(2)	1,023,426		—		—		1,023,426
Immediate resale of loans(2)	(1,023,426)		—		—		(1,023,426)
Repayments received(2)	(149,697)		(68,212)		(12,302)		(230,211)
Charge-offs and changes in fair value recorded in earnings	(54,767)		(40,003)		(1,139)		(95,909)
Other changes	(1,352)		2,804		—		1,452
Fair value at September 30, 2023	$	632,316	$	143,493	$	196,527	$	972,336

_________

(1) Represents the fair value.

(2) Represents the principal balance.

(3) Purchase activity includes an immaterial unpaid principal balance related to securitization clean-up calls during the nine months ended September 30, 2023.


	Loans Held-for- Sale		Loans Held-for-Investment		Loans Held in Consolidated Securitization		Total
Fair value at June 30, 2024	$	497,922	$	187,586	$	135,120	$	820,628


Purchases and originations of loans(1)	475,176		85,639		—		560,815
Sale of loans(1)	(590,403)		—		—		(590,403)
Purchase of loans for immediate resale(1)	581,057		—		—		581,057
Immediate resale of loans(1)	(581,057)		—		—		(581,057)
Repayments received(1)	(43,633)		(37,603)		(11,818)		(93,054)
Charge-offs and changes in fair value recorded in earnings	(25,270)		(14,207)		(4,782)		(44,259)
Other changes	(2,493)		4,886		—		2,393

Fair value at September 30, 2024	$	311,299	$	226,301	$	118,520	$	656,120

_________

(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)	1,558,844		196,580		—		1,755,424
Sale of loans(2)	(1,826,066)		—		—		(1,826,066)
Purchase of loans for immediate resale(2)	1,067,402		—		—		1,067,402
Immediate resale of loans(2)	(1,067,402)		—		—		(1,067,402)
Repayments received(2)	(163,606)		(93,172)		(36,532)		(293,310)
Charge-offs and changes in fair value recorded in earnings	(77,943)		(37,810)		(24,019)		(139,772)
Other changes	(7,315)		10,746		—		3,431
Fair value at September 30, 2024	$	311,299	$	226,301	$	118,520	$	656,120

_________

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

(2)Represents the principal balance.


	Loans				Loans > 90 Days Past Due
	December 31,		September 30,		December 31,		September 30,
	2023		2024		2023		2024
Outstanding principal balance	$	1,182,577	$	705,779	$	15,310	$	13,783
Net fair value and accrued interest adjustments	(26,164)		(49,659)		(12,260)		(11,539)
Fair value(1)	$	1,156,413	$	656,120	$	3,050	$	2,244

_________

includes an immaterial amount of HELOCs at fair value as of December 31, 2023 and $30.2 million as of September 30, 2024, of which immaterial loans are 90 days or more past due as of either period.

The Company charges off HELOCs that have reached a delinquency of 180 days past due and all other loans at 120 days past due. Any accrued interest recorded in relation to these loans is reversed in the respective period when charge-off occurs.

Line of Credit Receivable

In connection with one of its committed capital and other co-investment arrangements, the Company issued a revolving 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 September 30, 2024, the fair value of the line of credit receivable was $31.5 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

September 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 instrument’s 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 June 30, 2024	$	8,305
Issuances	22,646
Changes in fair value recorded in earnings	403
Changes in accrued interest	160
Fair value at September 30, 2024	$	31,514


	Line of Credit Receivable
Fair value at December 31, 2023	$	—
Issuances	30,907
Changes in fair value recorded in earnings	447
Changes in accrued interest	160
Fair value at September 30, 2024	$	31,514

Assets and Liabilities related to Securitization Transactions

As of December 31, 2023 and September 30, 2024, the Company held notes receivable and residual certificates with an aggregate fair value of $14.8 million and $10.3 million, respectively, within other assets on the Company’s condensed consolidated balance sheets. The balances consist of securitization notes and residual certificates retained from unconsolidated securitization transactions.

As of December 31, 2023 and September 30, 2024, the Company recognized payables to securitization note holders of $141.4 million and $100.3 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


	December 31, 2023						September 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	%	10.52	%	23.22	%	13.13	%
Credit risk rate	0.48	%	50.69	%	16.32	%	0.49	%	50.28	%	16.37	%
Prepayment rate	6.36	%	89.46	%	43.14	%	6.37	%	87.53	%	42.66	%
Payable to securitization note holders
Discount rate	6.85	%	12.30	%	8.48	%	6.39	%	10.62	%	8.21	%
Credit risk rate	0.61	%	37.70	%	15.51	%	0.67	%	37.70	%	15.55	%
Prepayment rate	6.66	%	89.84	%	42.73	%	6.73	%	89.84	%	41.86	%

_________

(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 September 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 do not result in a material impact in the fair value of payable to securitization note holders as of September 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 September 30, 2024.

Rollforward of Level 3 Fair Values


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders

Fair value at June 30, 2023	$	3,907	$	—
Additions	—		165,318
Repayments and settlements	(560)		(10,016)
Changes in fair value recorded in earnings	(561)		(1,520)
Fair value at September 30, 2023	$	2,786	$	153,782


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders
Fair value at December 31, 2022	$	6,181	$	—
Additions	—		165,318
Repayments and settlements	(3,556)		(10,016)
Changes in fair value recorded in earnings	161		(1,520)

Fair value at September 30, 2023	$	2,786	$	153,782


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders
Fair value at June 30, 2024	$	11,642	$	113,652
Repayments and settlements	(1,323)		(14,259)
Changes in fair value recorded in earnings	(1)		942


Fair value at September 30, 2024	$	10,318	$	100,335


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders

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

Repayments and settlements	(4,004)		(42,705)
Changes in fair value recorded in earnings	(525)		1,624
Fair value at September 30, 2024	$	10,318	$	100,335

Loan Servicing Assets and Liabilities

As of December 31, 2023 and September 30, 2024, the Company’s loan servicing assets had a fair value of $28.1 million and $26.7 million, respectively, recorded within other assets on the condensed consolidated balance sheets. As of December 31, 2023 and September 30, 2024, the Company’s loan servicing liabilities had a fair value of $2.0 million and $1.2 million, respectively, recorded within 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						September 30, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	13.00	%	20.00	%	16.89	%	13.00	%	20.00	%	17.06	%
Credit risk rate	0.05	%	88.42	%	14.93	%	0.08	%	65.36	%	15.66	%
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	%	37.79	%

_________

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

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

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


	December 31,		September 30,
	2023		2024
Fair value of loan servicing assets	$	28,092	$	26,705
Expected market-servicing rates
10% market-servicing rates increase	(7,475)		(8,621)
20% market-servicing rates increase	(14,916)		(15,784)
Expected prepayment rates
10% prepayment rates increase	(632)		(2,096)
20% prepayment rates increase	(1,257)		(2,750)


	December 31,		September 30,
	2023		2024
Fair value of loan servicing liabilities	$	2,038	$	1,164
Expected market-servicing rates
10% market-servicing rates increase	1,100		881
20% market-servicing rates increase	2,235		1,451

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 June 30, 2023	$	33,339	$	2,577
Sale of loans	3,475		3
Repayments and other changes in fair value recorded in earnings	(6,723)		(187)
Fair value at September 30, 2023	$	30,091	$	2,393


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2022	$	36,467	$	3,968
Sale of loans	10,512		80
Repayments and other changes in fair value recorded in earnings	(16,888)		(1,655)
Fair value at September 30, 2023	$	30,091	$	2,393


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at June 30, 2024	$	25,790	$	1,223
Sale of loans	5,552		1
Repayments and other changes in fair value recorded in earnings	(4,637)		(60)
Fair value at September 30, 2024	$	26,705	$	1,164


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2023	$	28,092	$	2,038
Sale of loans	11,451		3
Repayments and other changes in fair value recorded in earnings	(12,838)		(877)
Fair value at September 30, 2024	$	26,705	$	1,164

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 sale or origination, subject to a dollar cap. As of December 31, 2023 and September 30, 2024, the fair value of the beneficial interest assets related to these arrangements was $41.0 million and $131.5 million, respectively. As of the same dates, the fair value of the beneficial interest liabilities was $4.2 million and $13.2 million, respectively.

Valuation Methodology

Beneficial interests are measured at estimated fair value using a discounted cash flow model. The model first considers projected defaults, losses, prepayments and recoveries to calculate nominal net cash flows on the underlying loan portfolios. The model then calculates cash inflows or outflows for the Company based on the contractual terms of the arrangements. These 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 discussed below 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


	December 31, 2023						September 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	%	13.69	%
Credit risk rate spread(2)	(0.85)	%	(0.85)	%	(0.85)	%	(3.00)	%	7.90	%	1.64	%

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	%	12.90	%	16.43	%	13.40	%

_________

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

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.

Significant Recurring Level 3 Fair Value Input Sensitivity


	December 31,		September 30,
	2023		2024
Fair value of beneficial interest assets	$	41,012	$	131,483
Discount rate
100 basis point increase	(1,240)		(2,621)
200 basis point increase	(2,431)		(5,152)
Expected credit rate spreads on underlying loans
10% adverse change	(9,059)		(28,780)
20% adverse change	(16,743)		(57,821)




Fair value of beneficial interest liabilities	$	4,221	$	13,162



Expected credit rate spreads on underlying loans
10% adverse change	5,606		5,721
20% adverse change	11,217		11,988

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 June 30, 2023	$	28,664	$	85
Acquisition of beneficial interests	14,719		—


Changes in fair value recorded in earnings	(6,409)		763
Fair value at September 30, 2023	$	36,974	$	848


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at December 31, 2022	$	—	$	—
Acquisition of beneficial interests	45,254		—


Changes in fair value recorded in earnings	(8,280)		848
Fair value at September 30, 2023	$	36,974	$	848


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at June 30, 2024	$	97,804	$	11,198
Acquisition of beneficial interests	32,416		—
Settlement of beneficial interests	(1,079)		(1,325)
Changes in fair value recorded in earnings	2,342		3,289
Fair value at September 30, 2024	$	131,483	$	13,162


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at December 31, 2023	$	41,012	$	4,221
Acquisition of beneficial interests(1)	103,817		—
Settlement of beneficial interests	(2,808)		(3,692)
Changes in fair value recorded in earnings	(10,538)		12,633
Fair value at September 30, 2024	$	131,483	$	13,162

_________

(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. The Company held trailing fee liabilities of $4.3 million as of December 31, 2023 and September 30, 2024.

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						September 30, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	9.63	%	23.22	%	12.88	%	9.32	%	23.22	%	13.20	%
Credit risk rate	0.01	%	88.42	%	17.61	%	0.02	%	69.01	%	18.30	%
Prepayment rate	1.05	%	94.68	%	39.94	%	1.99	%	95.80	%	37.01	%

_________

(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 June 30, 2023	$	4,265
Issuances	580
Repayments and settlements	(670)
Changes in fair value recorded in earnings	(2)
Fair value at September 30, 2023	$	4,173


	Trailing Fee Liabilities
Fair value at December 31, 2022	$	4,852
Issuances	1,414
Repayments and settlements	(2,096)
Changes in fair value recorded in earnings	3
Fair value at September 30. 2023	$	4,173


	Trailing Fee Liabilities
Fair value at June 30, 2024	$	4,242
Issuances	912
Repayments and settlements	(834)
Changes in fair value recorded in earnings	25

Fair value at September 30, 2024	$	4,345


	Trailing Fee Liabilities
Fair value at December 31, 2023	$	4,251
Issuances	2,101
Repayments and settlements	(2,145)
Changes in fair value recorded in earnings	138


Fair value at September 30, 2024	$	4,345

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

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-Topic 820
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-Paragraph 100
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+ Details

Leases - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Leases - Narrative (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Letter of credit outstanding	$ 2,600,000		$ 2,600,000
Sublease income	$ 0	$ 0	$ 0	$ 0

Stockholders’ Equity - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 33,618	$ 35,568	$ 103,604	$ 142,273
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	3,040	3,231	9,096	5,097
Customer operations
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	1,596	2,768	5,679	8,744
Engineering and product development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	18,013	17,357	55,140	92,725
General, administrative, and other
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 10,969	$ 12,212	$ 33,689	$ 35,707

Beneficial Interests - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Schedule Of Beneficial Interest [Line Items]
Loans held in consolidated securitization	$ 118.5	$ 179.1
Variable Interest Entity, Not Primary Beneficiary \| Asset Pledged as Collateral
Schedule Of Beneficial Interest [Line Items]
Loans held in consolidated securitization	$ 18.9

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

Sep. 30, 2024

Dec. 31, 2023

Financing Receivable, Past Due [Line Items]

Fair value

^[1]

$ 656,120

$ 1,156,413

Loans (at fair value)

Financing Receivable, Past Due [Line Items]

Outstanding principal balance

705,779

1,182,577

Net fair value and accrued interest adjustments

(49,659)

(26,164)

Fair value

656,120

1,156,413

Loans (at fair value) | Auto Loans

Financing Receivable, Past Due [Line Items]

Fair value

282,800

343,100

Loans (at fair value) | HELOCs

Financing Receivable, Past Due [Line Items]

Fair value

30,200

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

Financing Receivable, Past Due [Line Items]

Outstanding principal balance

13,783

15,310

Net fair value and accrued interest adjustments

(11,539)

(12,260)

Fair value

2,244

3,050

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

Financing Receivable, Past Due [Line Items]

Fair value

2,000

$ 2,800

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

Financing Receivable, Past Due [Line Items]

Fair value

$ 0

[1]	Includes $179.1 million and $118.5 million of loans, at fair value, contributed as collateral for the consolidated securitization as of December 31, 2023 and September 30, 2024, respectively. Refer to “Note 6. Fair Value Measurement” for details.

- Definition

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

+ References + Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
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-Paragraph 79
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479294/326-20-55-79

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-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
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-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

+ Details

Description of Business and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 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 SEC. 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 nine months ended September 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 nine months ended September 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 and related disclosures and plans to include the 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 and related disclosures and plans to include the additional required disclosures relating to income taxes beginning in the 2025 Annual Report on Form 10-K. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require disaggregated disclosures in the notes to the financial statements for certain expenses such as employee compensation, depreciation, and intangible asset amortization, which are commonly presented in aggregate. This ASU is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact of these amendments to its condensed consolidated financial statements and related disclosures.
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 nine months ended September 30, 2023, the Company exercised clean up calls related to two historical unconsolidated securitizations and subsequently liquidated the associated entities. As part of the clean up calls, the Company, as servicer, repurchased the remaining collateral and received the cash reserve amounts held by the related entities. Additionally, during the nine months ended September 30, 2024, the Company exercised clean up calls related to two unconsolidated securitizations and subsequently liquidated the associated entities. The clean up calls had no material impact on the condensed consolidated financial statements of the Company for the periods presented. 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 $10.3 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 September 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 September 30, 2024, respectively. 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.

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Net Loss Per Share


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
Numerator:
Net loss	$	(40,315)	$	(6,758)	$	(197,734)	$	(125,826)






Denominator:
Weighted-average common shares outstanding used to calculate net loss per share, basic	84,404,966		90,119,481		83,158,146		88,534,495

Weighted-average common shares outstanding used to calculate net loss per share, diluted	84,404,966		90,119,481		83,158,146		88,534,495

Net loss per share, basic	$	(0.48)	$	(0.07)	$	(2.38)	$	(1.42)
Net loss per share, diluted	$	(0.48)	$	(0.07)	$	(2.38)	$	(1.42)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2024	2023	2024

Options to purchase common stock	13,014,493	12,350,352	13,014,493	12,350,352
Unvested RSUs	6,391,568	4,511,475	6,391,568	4,511,475

Purchase rights committed under the ESPP	191,677	162,977	191,677	162,977

Convertible debt	2,318,078	10,494,253	2,318,078	10,494,253

Total	21,915,816	27,519,057	21,915,816	27,519,057

Net Loss Per Share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net loss	$ (6,758)	$ (40,315)	$ (125,826)	$ (197,734)
Denominator:
Weighted-average common shares outstanding used to calculate net loss per share, basic (in shares)	90,119,481	84,404,966	88,534,495	83,158,146
Weighted-average common shares outstanding used to calculate net loss per share, diluted (in shares)	90,119,481	84,404,966	88,534,495	83,158,146
Net loss per share, basic (in dollars per share)	$ (0.07)	$ (0.48)	$ (1.42)	$ (2.38)
Net loss per share, diluted (in dollars per share)	$ (0.07)	$ (0.48)	$ (1.42)	$ (2.38)

- Definition

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

+ References

+ Details

- Definition

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.

+ References

+ Details

- Definition

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

+ References

+ Details

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

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Reclassification [Line Items]

Payable to investors

$ 0

Payable to investors for beneficial interest assets

^[1]

$ 0

5,749

Net cash provided by operating activities

297,257

33,887

Payable to investors

^[1]

12,990

(50,668)

Net cash provided by financing activities

$ 50,540

137,236

As Previously Reported

Reclassification [Line Items]

Payable to investors

(44,919)

Payable to investors for beneficial interest assets

Net cash provided by operating activities

(16,781)

Payable to investors

Net cash provided by financing activities

187,904

Adjustment

Reclassification [Line Items]

Payable to investors

44,919

Payable to investors for beneficial interest assets

5,749

Net cash provided by operating activities

50,668

Payable to investors

(50,668)

Net cash provided by financing activities

$ (50,668)

[1]	During the nine months ended September 30, 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.

Description of Business and Significant Accounting Policies

9 Months Ended

Sep. 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 underwriting 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 SEC. 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:


	Nine Months Ended September 30, 2023
	As Previously Reported		Adjustment		As Adjusted

Cash flows from operating activities
Payable to investors	$	(44,919)	$	44,919	$	—
Payable to investors for beneficial interest assets	—		5,749		5,749
Net cash provided by (used in) operating activities	(16,781)		50,668		33,887

Cash flows from financing activities
Payable to investors(1)	—		(50,668)		(50,668)
Net cash provided by (used in) financing activities	$	187,904	$	(50,668)	$	137,236

____________

(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 nine months ended September 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 nine months ended September 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 and related disclosures and plans to include the 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 and related disclosures and plans to include the additional required disclosures relating to income taxes beginning in the 2025 Annual Report on Form 10-K.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive

Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require disaggregated disclosures in the notes to the financial statements for certain expenses such as employee compensation, depreciation, and intangible asset amortization, which are commonly presented in aggregate. This ASU is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact of these amendments to its condensed consolidated financial statements and related disclosures.

Borrowings - Schedule of Maturities of All Borrowings (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Remaining 2024	$ 0
2025	47,477
2026	378,301
2027	0
2028	43,435
2029	431,250
Thereafter	0
Total	$ 900,463	$ 1,048,675

Fair Value Measurement - Schedule of Fair Value Sensitivity of Loan Servicing Assets and Liabilities to Adverse Changes in Key Assumptions (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 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	$ 26,705		$ 28,092
Fair value of loan servicing liabilities	1,164		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	26,705		28,092
Fair value of loan servicing liabilities	1,164		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	1,164	$ 1,223	2,038	$ 2,393	$ 2,577	$ 3,968
10% market-servicing rates increase	881		1,100
20% market-servicing rates increase	1,451		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	26,705	$ 25,790	28,092	$ 30,091	$ 33,339	$ 36,467
10% market-servicing rates increase	(8,621)		(7,475)
20% market-servicing rates increase	(15,784)		(14,916)
10% adverse change	(2,096)		(632)
20% adverse change	$ (2,750)		$ (1,257)

Borrowings - Narrative (Details)				1 Months Ended		3 Months Ended		9 Months Ended
Borrowings - Narrative (Details)	Sep. 19, 2024 day	Sep. 16, 2024	Aug. 20, 2021 USD ($) day $ / shares	Nov. 07, 2024 USD ($)	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Apr. 24, 2024 USD ($)	Apr. 23, 2024 USD ($)
Schedule of Borrowings [Line Items]
Repayment of warehouse borrowings								$ 293,179,000	$ 514,792,000
Proceeds from convertible notes issuance, net of debt issuance costs paid to lender								423,002,000	0
Gain on debt extinguishment						$ 33,361,000	$ 0	33,361,000	0
Payment for debt repurchased								325,344,000	0
Purchase of capped calls								40,883,000	0
Convertible Debt
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%
Interest expense						0	0	0	0
Amortization of debt issuance costs						0	$ 0	0	$ 0
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%
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%
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		$ 150,000,000	$ 75,000,000
ULT Warehouse Credit Facility - UnCommitted \| Revolving Credit Facility \| Subsequent Event
Schedule of Borrowings [Line Items]
Repayment of warehouse borrowings				$ 26,800,000
2026 ("Notes") \| Convertible Debt
Schedule of Borrowings [Line Items]
Aggregate principal amount			$ 661,300,000
Stated interest rate			0.25%
Additional repurchased amount					27,900,000	27,900,000		27,900,000
Repurchase amount					334,200,000	334,200,000		334,200,000
Gain on debt extinguishment						33,400,000		33,400,000
Initial conversion rate (in shares)			0.0035056
Initial conversion price (in dollars per share) \| $ / shares			$ 285.26
Gross debt issuance cost			$ 15,700,000
Effective interest rate			0.70%
Payment for debt repurchased								362,121,000
2029 Notes \| Convertible Debt
Schedule of Borrowings [Line Items]
Aggregate principal amount					$ 431,300,000	$ 431,300,000		$ 431,300,000
Stated interest rate					2.00%	2.00%		2.00%
Proceeds from convertible notes issuance, net of debt issuance costs paid to lender					$ 302,400,000			$ 431,250,000
Initial conversion rate (in shares)		0.0219029
Initial conversion price (in dollars per share) \| $ / shares					$ 45.66	$ 45.66		$ 45.66
Gross debt issuance cost			$ 10,400,000
Effective interest rate					2.50%	2.50%		2.50%

Balance Sheet Components - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Other Assets [Abstract]
Depreciation	$ 5,100,000	$ 3,900,000	$ 14,200,000	$ 12,600,000
Capitalized internally developed software balances, net of accumulated amortization	29,400,000		29,400,000		$ 31,300,000
Internally developed software impairment	$ 0	$ 0	$ 0	$ 2,600,000

Commitments and Contingencies (Details) - USD ($)	3 Months Ended	9 Months Ended
Commitments and Contingencies (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
HELOCs
Loss Contingencies [Line Items]
Commitments to fund future advances	$ 2,800,000	$ 2,800,000	$ 0
Unfunded Loan Commitment
Loss Contingencies [Line Items]
Loan purchase obligation	8,000,000	$ 8,000,000	0
Obligation to Repurchase Loans
Loss Contingencies [Line Items]
Loss contingency, ownership loan facilitated term		3 days
Loan purchase obligation	66,800,000	$ 66,800,000	36,600,000
Maximum estimate of potential loss	11,042,100,000	11,042,100,000	$ 12,208,100,000
Actual payments	$ 0	$ 4,900,000

- Definition

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.

+ References + Details

Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Remaining 2024	$ 3,750
2025	15,402
2026	15,850
2027	15,474
2028	6,143
Thereafter	2,990
Total undiscounted lease payments	59,609
Less: Present value adjustment	(6,261)
Operating lease liabilities	$ 53,348	$ 62,324

Stockholders’ Equity - Schedule of Weighted-Average Assumptions (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Options issued and outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum	50.96%	53.33%	50.32%	50.96%
Expected volatility, maximum	53.49%	53.38%	53.49%	53.38%
Risk-free interest rate	3.76%
Risk free rate, minimum		4.23%	3.76%	3.45%
Risk free rate, maximum		4.60%	4.27%	4.60%
Dividend yield	0.00%	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 1 month 6 days	5 years 3 months 18 days	5 years 1 month 6 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)	6 years 8 months 12 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	6 months	6 months
Expected volatility, minimum			88.37%	97.74%
Expected volatility, maximum			96.69%	131.05%
Expected volatility	88.37%	131.05%
Risk-free interest rate	5.04%	5.55%
Risk free rate, minimum			5.04%	4.97%
Risk free rate, maximum			5.30%	5.55%
Dividend yield	0.00%	0.00%	0.00%	0.00%

Insider Trading Arrangements	3 Months Ended	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2024 shares	Sep. 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
Dave Girouard [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Name and title of director and officer: Dave Girouard, Chief Executive Officer Date of adoption: August 29, 2024 Duration of the trading arrangement: Through December 31, 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 1,000,000 shares issuable upon the exercise of outstanding options upon reaching the pricing targets defined in the trading arrangement
Name	Dave Girouard
Title	Chief Executive Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	August 29, 2024
Expiration Date	December 31, 2025
Arrangement Duration	106 days
Aggregate Available	1,000,000	1,000,000
Sukhinder Singh Cassidy [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Name of director: Sukhinder Singh Cassidy Date of adoption: August 22, 2024 Duration of the trading arrangement: Through August 29, 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 29,992 shares, including shares issuable upon the exercise of outstanding options upon reaching the pricing targets defined in the trading arrangement.
Name	Sukhinder Singh Cassidy
Title	director
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	August 22, 2024
Expiration Date	August 29, 2025
Arrangement Duration	372 days
Aggregate Available	29,992	29,992
Kerry Whorton Cooper [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Name of director: Kerry Whorton Cooper Date of adoption: August 29, 2024 Duration of the trading arrangement: Through November 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 2,000 shares.
Name	Kerry Whorton Cooper
Title	director
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	August 29, 2024
Expiration Date	November 28, 2025
Arrangement Duration	456 days
Aggregate Available	2,000	2,000

Borrowings - Warehouse Credit Facilities (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Apr. 24, 2024	Apr. 23, 2024	Dec. 31, 2023
Line of Credit Facility [Line Items]
Total payments due	$ 900,463,000			$ 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
Assets pledged as collateral	190,861,000			278,022,000
Total payments due	$ 47,477,000			139,483,000
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
Assets pledged as collateral	10,472,000			0
Total payments due	$ 5,437,000			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
Assets pledged as collateral	94,963,000			361,195,000
Total payments due	$ 73,735,000			247,942,000
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
Assets pledged as collateral	77,179,000			0
Total payments due	$ 43,435,000			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
Assets pledged as collateral	373,475,000			639,217,000
Total payments due	$ 170,084,000			$ 387,425,000
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

Borrowings - Capped Call Transactions (Details) shares in Millions	9 Months Ended
	Sep. 30, 2024 $ / shares shares
2026 Notes
Schedule of Borrowings [Line Items]
Initial Strike Price per Share, Subject to Certain Adjustments (in dollars per share)	$ 285.26
Initial Cap Price per Share, Subject to Certain Adjustments (in dollars per share)	$ 400.36
Shares of Common Stock Covered, Subject to Anti-Dilution Adjustments (in shares) \| shares	1.0
2029 Notes
Schedule of Borrowings [Line Items]
Initial Strike Price per Share, Subject to Certain Adjustments (in dollars per share)	$ 45.66
Initial Cap Price per Share, Subject to Certain Adjustments (in dollars per share)	$ 70.24
Shares of Common Stock Covered, Subject to Anti-Dilution Adjustments (in shares) \| shares	9.4

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments The Company has loan purchase obligations under the Company’s loan agreements with certain lending partners. These lending partners retain ownership of the loans facilitated through Upstart’s platform for three days or longer (the “holding period”) after origination, as required under the respective agreements. The Company has committed to purchase the loans at the conclusion of the required holding period. As of December 31, 2023 and September 30, 2024, the total loan purchase commitment included outstanding principal balance of $36.6 million and $66.8 million, respectively. The Company has extended a line of credit in connection with one of its committed capital and other co-investment arrangements. As of September 30, 2024, the Company had unfunded commitments related to the line of credit of $8.0 million. The Company held no line of credit receivable as of December 31, 2023. The Company has commitments to fund future advances on HELOCs. As of December 31, 2023 and September 30, 2024, these commitments were immaterial and $2.8 million, respectively, however, since these commitments could expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Contingencies Accounting for contingencies requires the Company to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. The Company records a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company discloses material contingencies when it believes a loss is not probable but reasonably possible and may voluntarily provide information on additional contingencies. From time to time the Company is subject to, and it is presently involved in, various litigation and legal proceedings arising from the ordinary course of business activities, the outcome of which the Company cannot reasonably determine. Other than the class actions and derivative actions described below, the Company does not believe that it is presently a party to any litigation of which the outcome would individually, or taken together, have a material adverse effect on our business, operating results, cash flows, or financial condition. As of December 31, 2023, no loss contingency was recorded in connection with legal proceedings. As of September 30, 2024, an immaterial loss contingency was recorded in connection with legal proceedings. Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, directors, officers and other parties with respect to certain matters. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material adverse effect on the Company’s condensed consolidated financial statements. Repurchases Under the terms of the loan purchase and loan servicing agreements between the Company and institutional investors, as well as in agreements with investors in securitizations and pass-through certificate transactions, the Company may, in certain circumstances, become obligated to repurchase loans from such institutional investors. Generally, these circumstances include the occurrence of verifiable identity theft, the failure of sold loans to meet the terms of certain loan-level representations and warranties that speak as of the time of origination or sale, the failure to comply with other contractual terms with the institutional investors, or a violation of the applicable federal, state, or local lending laws. The maximum potential amount of future payments associated under this obligation is the outstanding balances of the loans sold to the institutional investors, which at December 31, 2023 and September 30, 2024 is $12,208.1 million and $11,042.1 million, respectively. Actual payments made relating to the Company’s repurchase and indemnification obligations were immaterial and $4.9 million for the three and nine months ended September 30, 2024, respectively. The Company did not have material contingent liabilities related to future loan repurchase obligations as of December 31, 2023 and September 30, 2024. These amounts are included in accrued expenses and other liabilities on the Company’s condensed consolidated balance sheets. Legal On July 26, 2022, a lawsuit was filed in United States District Court, Southern District of Ohio, captioned Crain v. Upstart Holdings, Inc. et al., Case No. 2:22-cv-02935-ALM-EPD (S.D. Ohio) against the Company, the Company’s Chief Executive Officer, and Chief Financial Officer, alleging that the defendants made false and/or misleading statements or omissions about the Company’s business, operations, and prospects in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 10b-5 promulgated thereunder, as well as Section 20(a) of the Exchange Act. The Crain lawsuit claims unspecified damages and legal fees. On August 16, 2022, the court appointed a lead plaintiff and approved lead counsel in the Crain action. On December 5, 2022, the lead plaintiff filed a consolidated amended complaint, which names the same defendants as the previous complaint, along with two Company executives, as well as Third Point LLC and its CEO and Third Point Ventures LLC and its managing partner (also a former Upstart board member). The consolidated amended complaint brings the same claims as the previous complaint but adds a claim under Section 20A of the Exchange Act. On February 24, 2023, the Upstart defendants filed a motion to dismiss the consolidated amended complaint. On September 29, 2023, the Court issued an order, granting in part and denying in part the Upstart defendants’ motion. On November 7, 2023, the Upstart defendants filed a motion for reconsideration, which the Court denied on August 5, 2024. On February 2, 2024, Lead Plaintiff, Universal-Investment-Gesellschaft mbH, and plaintiffs, Kathy Brooks and Kevin Crain, filed a motion for an order to certify this matter, now captioned In re Upstart Holdings Securities Litigation, as a class action, appoint themselves as class representatives, and approve their selection of Motley Rice LLC and Robbins Geller Rudman & Dowd LLP as co-class counsel. The Company believes the remaining claims in the action are without merit and intends to defend itself vigorously. On July 28, 2022, a derivative lawsuit was filed in United States District Court, Southern District of Ohio, captioned OConnor v. Huber et al., Case No. 2:22-cv-02961-EAS-KAJ (S.D. Ohio). The OConnor action includes allegations similar to those in the Crain complaint, and names as defendants each of the Company’s current board members and its Chief Financial Officer. The Company is named as a nominal defendant. The OConnor action includes claims for violation of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and waste of corporate assets. The OConnor action seeks unspecified monetary damages and an accounting from the individual defendants. The OConnor action also seeks unspecified corporate governance and internal procedure modifications, punitive damages, and legal fees. On October 7, 2022, a second derivative lawsuit was filed in United States District Court, Southern District of Ohio, captioned Chung v. Huber et al., No. 2:22-cv-03620-MHW-CMV (S.D. Ohio). The Chung action includes allegations similar to those in the OConnor complaint, and names as defendants each of the Company’s current board members, a former board member, and its Chief Financial Officer. The Company is named as a nominal defendant. The Chung action includes claims for violation of Section 10(b), 14(a), and 21D of the Exchange Act, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. The Chung action seeks unspecified monetary damages, restitution, and attorney’s fees and costs from the individual defendants. It also seeks corporate governance and internal procedure modifications. On December 12, 2022, in response to a joint motion by the parties, the Court consolidated the OConnor and Chung matters, appointed co-lead counsel, and stayed the consolidated case until resolution of the related securities class action. On April 24, 2024, the plaintiffs in the consolidated action filed an amended complaint. The amended complaint includes allegations similar to those in the initial complaint in the OConnor action, and names the same defendants as the initial complaint, along with an additional Company executive and another former board member. The amended complaint brings the same claims as the initial complaint in the OConnor action but adds claims under Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, for contribution under Sections 10(b) and 21D of the Exchange Act, and for abuse of control and gross mismanagement. The amended complaint seeks similar relief to that sought in the initial complaint in the OConnor action. On February 3, 2023, a third derivative lawsuit was filed, in the United States District Court, District of Delaware, captioned Hsu v. Girouard, et al., 1:23-cv-00132-UNA (D. Del.). The Hsu action includes allegations similar to those in the consolidated derivative matter pending in Ohio, and names as defendants each of the Company’s current board members, a former board member, and its Chief Financial Officer. The Company is named as a nominal defendant. The Hsu action includes claims for violation of Section 14(a) of the Exchange Act as well as breach of fiduciary duties, and seeks unspecified monetary damages, restitution, and attorney’s fees and costs from the individual defendants. It also seeks corporate governance and internal procedure modifications. On February 16, 2023, in response to a joint stipulation and proposed order submitted by the parties, the Court stayed the Hsu action until resolution of the related securities class action. On March 8, 2023, a fourth derivative lawsuit was filed, in the United States District Court, District of Delaware, captioned Sornchai et al. v. Girouard, et al., 1:23-cv-00253-MN (D. Del). The Sornchai action includes allegations similar to those in the consolidated derivative matter pending in Ohio, and names as defendants each of the Company’s current board members, a former board member, its Chief Financial Officer, and a Company executive. The Company is named as a nominal defendant. The Sornchai action includes claims for violations of Sections 10(b), 14(a) and 21D of the Exchange Act, breach of fiduciary duties, breach of fiduciary duty through misappropriation of material non-public information, and unjust enrichment, and seeks unspecified monetary damages, restitution, and attorney’s fees and costs from the individual defendants. It also seeks corporate governance and internal procedure modifications. On March 24, 2023, in response to a joint stipulation and proposed order submitted by the parties, the Court stayed the Sornchai action until resolution of the related securities class action. On April 5, 2023, a fifth derivative lawsuit was filed, in the Court of Chancery of the State of Delaware, captioned Okhai v. Girouard, et al., C.A. No. 2023-0401-SG (Del. Ch.). The Okhai action includes allegations similar to those in the consolidated derivative matter pending in Ohio, and names as defendants the Company’s current board members, two former board members, its Chief Financial Officer, and two current or former Company executives, as well as Third Point LLC and Third Point Ventures LLC. The Okhai action includes claims for breach of fiduciary, aiding and abetting such alleged breaches, and unjust enrichment, and seeks equitable and/or injunctive relief, restitution, and attorney’s fees and costs from the individual defendants. On August 3, 2023, in response to a motion to stay by the defendants in the Okhai action, the Court stayed the Okhai action until resolution of the motion to dismiss in the related securities class action. Following the issuance of the September 29, 2023 order on the motion to dismiss in the related securities class action, on November 16, 2023, in response to a joint stipulation and proposed order submitted by the parties, the Court stayed the Okhai action until resolution of the motion for reconsideration of the September 29, 2023 order on the motion to dismiss in the related securities class action. Following denial of the motion for reconsideration in the related securities class action, the parties in the Okhai action finished briefing and argued the defendants’ motion to continue the stay. On October 24, 2024, the Court continued the stay until February 1, 2025. On October 13, 2023, a sixth derivative lawsuit was filed, in the Court of Chancery of the State of Delaware, captioned Romanyshyn v. Girouard, et al., C.A. No. 2023-1029-SG (Del. Ch.). The Romanyshyn action includes allegations similar to those in the consolidated derivative matter pending in Ohio, and names as defendants current and former directors and Company executives, as well as Third Point LLC and its CEO, and Third Point Ventures LLC. The Romanyshyn action includes claims for breach of fiduciary, and seeks unspecified monetary damages, restitution, and attorney’s fees and costs from the individual defendants. It also seeks corporate governance and internal procedure modifications. On November 3, 2023, in response to a joint stipulation and proposed order submitted by the parties, the Court stayed the Romanyshyn action pending the outcome of the motion to stay in the related Okhai derivative action (which stay has now been continued until February 1, 2025). On October 24, 2023, a seventh derivative lawsuit was filed, in the Court of Chancery of the State of Delaware, captioned Agarwal v. Girouard, et al., C.A. No. 2023-1075-SG (Del. Ch.). The Agarwal action includes allegations similar to those in the consolidated derivative matter pending in Ohio, and names as defendants current and former directors and Company executives, as well as Third Point LLC and its CEO, and Third Point Ventures LLC. The Agarwal action includes claims for breach of fiduciary, and seeks unspecified monetary damages, restitution, and attorney’s fees and costs from the individual defendants. It also seeks corporate governance and internal procedure modifications. On November 3, 2023, in response to a joint stipulation and proposed order submitted by the parties, the Court stayed the Agarwal action pending the outcome of the motion to stay in the related Okhai derivative action (which stay has now been continued until February 1, 2025). Given the uncertainty of litigation described above, the preliminary stage of the cases, and the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions. On November 17, 2023, we received a subpoena from the SEC seeking various documents and information regarding our disclosures, including the use of our AI models and loans, among other things. We are cooperating with the SEC and are unable to predict the outcome of this matter.

Variable Interest Entities (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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


	September 30, 2024
	Assets		Liabilities		Net Assets
Consolidated securitization	$	125,255	$	100,337	$	24,918
Consolidated warehouse entities	353,922		174,067		179,855

Other consolidated VIEs	210,437		944		209,493
Total consolidated VIEs	$	689,614	$	275,348	$	414,266

The following tables summarize the aggregate value of assets and liabilities of unconsolidated VIEs associated with securitizations in which the Company holds a variable interest but is not the primary beneficiary:


	December 31, 2023
	Assets(1)		Liabilities		Net Assets		Maximum Exposure to Losses
Securitizations	$	445,929	$	319,357	$	126,572	$	20,885

_________

(1) Represents cash and the unpaid principal balance of loans held by the unconsolidated VIEs.


	September 30, 2024
	Assets(1)		Liabilities		Net Assets		Maximum Exposure to Losses
Securitizations	$	293,412	$	210,965	$	82,447	$	13,972

_________

(1) Represents cash and the unpaid principal balance of loans held by the unconsolidated VIEs.

- Definition

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.

+ References + Details

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)		1,058,804
Issuance of common stock upon exercise of stock options	9,475	$ 1	9,474
Issuance of common stock upon settlement of restricted stock units (in shares)		2,247,325
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	148,163		148,163
Issuance of common stock under employee stock purchase plan (in shares)		459,459
Issuance of common stock under employee stock purchase plan	8,431		8,431
Net loss	(197,734)			(197,734)
Ending balance (in shares) at Sep. 30, 2023		85,024,889
Ending balance at Sep. 30, 2023	640,764	$ 9	880,933	(240,178)
Beginning balance (in shares) at Jun. 30, 2023		83,811,484
Beginning balance at Jun. 30, 2023	638,145	$ 8	838,000	(199,863)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		288,111
Issuance of common stock upon exercise of stock options	2,803	$ 1	2,802
Issuance of common stock upon settlement of restricted stock units (in shares)		777,969
Stock-based compensation expense	37,428		37,428
Issuance of common stock under employee stock purchase plan (in shares)		147,325
Issuance of common stock under employee stock purchase plan	2,703		2,703
Net loss	(40,315)			(40,315)
Ending balance (in shares) at Sep. 30, 2023		85,024,889
Ending balance at Sep. 30, 2023	$ 640,764	$ 9	880,933	(240,178)
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)	1,488,118	1,488,118
Issuance of common stock upon exercise of stock options	$ 12,281		12,281
Issuance of common stock upon settlement of restricted stock units (in shares)		2,846,811
Shares withheld related to net share settlement of restricted stock units (in shares)		(541)
Shares withheld related to net share settlement of restricted stock units	(19)		(19)
Stock-based compensation expense	106,413		106,413
Issuance of common stock under employee stock purchase plan (in shares)		333,564
Issuance of common stock under employee stock purchase plan	7,685		7,685
Purchase of capped calls	(40,883)		(40,883)
Settlement of capped calls	580		580
Net loss	$ (125,826)			(125,826)
Ending balance (in shares) at Sep. 30, 2024	90,998,255	90,998,255
Ending balance at Sep. 30, 2024	$ 595,536	$ 9	1,003,929	(408,402)
Beginning balance (in shares) at Jun. 30, 2024		89,084,180
Beginning balance at Jun. 30, 2024	594,710	$ 9	996,345	(401,644)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		867,016
Issuance of common stock upon exercise of stock options	10,062		10,062
Issuance of common stock upon settlement of restricted stock units (in shares)		912,103
Shares withheld related to net share settlement of restricted stock units (in shares)		(475)
Shares withheld related to net share settlement of restricted stock units	(17)		(17)
Stock-based compensation expense	34,722		34,722
Issuance of common stock under employee stock purchase plan (in shares)		135,431
Issuance of common stock under employee stock purchase plan	3,120		3,120
Purchase of capped calls	(40,883)		(40,883)
Settlement of capped calls	580		580
Net loss	$ (6,758)			(6,758)
Ending balance (in shares) at Sep. 30, 2024	90,998,255	90,998,255
Ending balance at Sep. 30, 2024	$ 595,536	$ 9	$ 1,003,929	$ (408,402)

Variable Interest Entities

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

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.

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


	September 30, 2024
	Assets		Liabilities		Net Assets
Consolidated securitization	$	125,255	$	100,337	$	24,918
Consolidated warehouse entities	353,922		174,067		179,855

Other consolidated VIEs	210,437		944		209,493
Total consolidated VIEs	$	689,614	$	275,348	$	414,266

Consolidated Securitization

On July 6, 2023, the Company completed a private securitization securities offering (“UPST 2023-2”). As a retaining sponsor of the transaction, under risk retention requirements in Title 17 U.S. Code of Federal Regulations Part 246, Credit Risk Retention, promulgated by the SEC, the Company is required to retain at least 5% of the economic risk in UPST 2023-2. The Company elected to satisfy the risk retention requirements by holding eligible vertical retained interests in the form of a combination of securitization notes and residual certificates. The Company has also retained the remainder of the residual certificates issued as part of the transaction. The Company was the sole contributor of the collateral, which included $204.7 million outstanding principal balance of Upstart-powered loans held by the Company. The weighted-average coupon of the securitization notes issued was approximately 9.2%, and their sale generated approximately $165.3 million in gross cash proceeds. These proceeds and payments made on securitization notes are classified as financing activities in the condensed consolidated statement of cash flows.

The retained interests in UPST 2023-2 held by the Company were deemed to potentially absorb more than an insignificant amount of expected losses or expected returns at the inception of the securitization transaction. The Company, as servicer, also has the power to direct the activities that most significantly impact the economics of the entities associated with the UPST 2023-2 securitization, and as such, the Company determined it was the primary beneficiary and consolidated the entities associated with UPST 2023-2.

The loans held in the consolidated securitization trust are classified as held-for-sale and included in loans, at fair value, and the notes sold to third-party investors are recorded at fair value as payable to securitization note holders on the condensed consolidated balance sheets. Refer to “Note 6. Fair Value Measurement” for additional information on determination of fair value of these assets and liabilities. The value of the residual certificates issued as part of the securitization and retained by the Company was eliminated as part of the consolidation.

Warehouse Entities

The Company established various entities deemed to be VIEs to enter into warehouse credit facilities for the purpose of purchasing Upstart-powered loans. Refer to “Note 9. Borrowings” for additional information. These entities are Delaware statutory trusts that are structured to be bankruptcy-remote, with third-party banks operating as trustees.

Other Consolidated VIE

The Company has formed a number of VIEs for the purpose of holding Upstart-powered loans that are not pledged or eligible to be pledged to the Company’s warehouse credit facilities. In addition, the Company has formed consolidated VIEs for the purpose of holding restricted cash or loans as collateral in connection with committed capital and other co-investment arrangements.

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 nine months ended September 30, 2023, the Company exercised clean up calls related to two historical unconsolidated securitizations and subsequently liquidated the associated entities. As part of the clean up calls, the Company, as servicer, repurchased the remaining collateral and received the cash reserve amounts held by the related entities. Additionally, during the nine months ended September 30, 2024, the Company exercised clean up calls related to two unconsolidated securitizations and subsequently liquidated the associated entities. The clean up calls had no material impact on the condensed consolidated financial statements of the Company for the periods presented.


	December 31, 2023
	Assets(1)		Liabilities		Net Assets		Maximum Exposure to Losses
Securitizations	$	445,929	$	319,357	$	126,572	$	20,885

_________

(1) Represents cash and the unpaid principal balance of loans held by the unconsolidated VIEs.


	September 30, 2024
	Assets(1)		Liabilities		Net Assets		Maximum Exposure to Losses
Securitizations	$	293,412	$	210,965	$	82,447	$	13,972

_________

(1) Represents cash and the unpaid principal balance of loans held by the unconsolidated VIEs.

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 $10.3 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 September 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 September 30, 2024, respectively.

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.

Stockholders’ Equity

9 Months Ended

Sep. 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,	September 30,
	2023	2024
Options issued and outstanding	12,617,254	12,350,352
Restricted stock units outstanding	5,534,394	4,511,475

Shares available for future issuance under 2020 plan	6,420,703	7,692,542
Shares available for issuance under employee stock purchase plan	2,896,226	3,425,952
Total	27,468,577	27,980,321

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 nine months ended September 30, 2024, the Company made no repurchases of common stock. As of September 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 nine months ended September 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	1,324,632	26.48
Options exercised	(1,488,118)	8.25
Options cancelled and forfeited	(103,416)	22.87
Balances at September 30, 2024	12,350,352	16.54		5.8	334,377
Options exercisable – September 30, 2024	8,718,678	13.32		4.7	265,970
Options vested and expected to vest – September 30, 2024	12,328,033	$	16.51	5.8	$	334,105

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 September 30, 2024. The aggregate intrinsic value of options exercised for the nine months ended September 30, 2023 and 2024 was $18.5 million and $34.0 million respectively. The weighted-average grant date fair value of options granted during the nine months ended September 30, 2023 and 2024 was $8.06, and $14.42 per share, respectively. The total fair value of options vested for the nine months ended September 30, 2023 and 2024 was $26.4 million, and $23.2 million, respectively.

As of September 30, 2024, total unrecognized stock-based compensation expense related to unvested stock options was $40.4 million, which is expected to be recognized over a remaining weighted-average period of 2.5 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 nine months ended September 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	2,505,383	28.55
RSUs vested	(2,846,811)	32.36
RSUs cancelled and forfeited	(681,491)	33.79
Unvested at September 30, 2024	4,511,475	$	33.14

As of September 30, 2024, total unrecognized stock-based compensation expense related to outstanding unvested RSUs was $114.7 million, which is expected to be recognized over a remaining weighted-average period of 1.7 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 nine months ended September 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 during the nine months ended September 30, 2023.

There were no PRSUs outstanding during the nine months ended September 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 nine months ended September 30, 2024, 333,564 shares of common stock were purchased under the ESPP.

As of September 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 September 30,			Nine Months Ended September 30,
	2023	2024		2023	2024
Expected term (in years)	5.3	5.1 - 6.7		5.2 – 7.0	5.1 – 7.0
Expected volatility	53.33% – 53.38%	50.96% - 53.49%	50.96% – 53.38%	50.32% – 53.49%
Risk-free interest rate	4.23% – 4.60%	3.76%	3.45% – 4.60%	3.76% – 4.27%
Dividend yield	—%	—%	—%	—%

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2024	2023	2024
Expected term (in years)	0.5	0.5	0.5	0.5
Expected volatility	131.05%	88.37%	97.74% – 131.05%	88.37% – 96.69%
Risk-free interest rate	5.55%	5.04%	4.97% – 5.55%	5.04% – 5.30%
Dividend yield	—%	—%	—%	—%

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 September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
Sales and marketing	$	3,231	$	3,040	$	5,097	$	9,096
Customer operations	2,768		1,596		8,744		5,679
Engineering and product development	17,357		18,013		92,725		55,140
General, administrative, and other	12,212		10,969		35,707		33,689
Total	$	35,568	$	33,618	$	142,273	$	103,604

Derivative Financial Instruments

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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				September 30, 2024
	Notional Amount		Fair Value		Notional Amount		Fair Value
Interest rate caps	$	299,578	$	5,958	$	254,500	$	2,139

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 months ended September 30, 2023 and 2024, and recognized $2.5 million and an immaterial amount of fair value gain, net on interest rate caps during the nine months ended September 30, 2023 and 2024, respectively.

Reorganization Expenses (Details) $ in Millions		3 Months Ended		9 Months Ended
Reorganization Expenses (Details) $ in Millions	Jan. 31, 2023 employee	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Percentage of workforce reduction		10.00%		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		$ 0.0	$ 0.0		15.5
Impairment of Intangible Assets \| January 2023 Plan
Restructuring Cost and Reserve [Line Items]
Reorganization expenses					$ 2.6

- Definition

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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