0001647639-25-000018 | 10-K | XBRL Viewer

Description of Business and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Changes in Presentation within Condensed Consolidated Statements of Cash Flows

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


	Year Ended December 31, 2022
	As Previously Reported		Adjustment		As Adjusted

Cash flows from operating activities
Payable to investors	$	(16,821)	$	16,821	$	—
Payable to investors for beneficial interest assets	—		—		—
Net cash provided by (used in) operating activities	(674,681)		16,821		(657,860)

Cash flows from financing activities
Payable to investors(1)	—		(16,821)		(16,821)
Net cash provided by (used in) financing activities	$	130,032	$	(16,821)	$	113,211


	Year Ended December 31, 2023
	As Previously Reported		Adjustment		As Adjusted

Cash flows from operating activities
Payable to investors	$	(42,989)	$	42,989	$	—
Payable to investors for beneficial interest assets	—		5,792		5,792
Net cash provided by (used in) operating activities	(160,493)		48,781		(111,712)

Cash flows from financing activities
Payable to investors(1)	—		(48,781)		(48,781)
Net cash provided by (used in) financing activities	$	214,268	$	(48,781)	$	165,487

____________

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

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Income Tax Expense (Benefit)

Income tax (benefit) expense included in the statements of operations and comprehensive loss consisted of the following:


	Year Ended December 31,
	2022		2023		2024
Current:
Federal	$	—	$	—	$	—
State	174		107		185
Total current tax expense	174		107		185
Deferred:
Federal	41		—		—
State	(624)		—		—
Total deferred tax expense	(583)		—		—
Total (benefit) provision for income taxes	$	(409)	$	107	$	185

Schedule of Effective Tax Rates

Income tax expense differed from the amount computed by applying the Federal statutory income tax rate of 21% to net loss before income taxes for the year ended December 31, 2024 as a result of the following:


	Year Ended December 31,
	2022		2023		2024
Federal tax at statutory rate	$	(22,906)	$	(50,405)	$	(26,963)
State income taxes, net of federal tax benefit	(448)		107		185

Stock-based compensation	(4,490)		2,306		(30,120)
Research and development credit	(6,333)		(6,288)		(7,806)

Change in valuation allowance	26,263		38,189		50,585
Tax return to tax provision adjustment	309		(878)		84
Section 162(m) limitation	6,494		16,586		13,840

Other	702		490		380
(Benefit) provision for income taxes	$	(409)	$	107	$	185

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that gave rise to significant portions of the Company’s deferred tax assets and liabilities related to the following:


	December 31,
	2023		2024
Deferred tax assets:
Net operating loss carryforwards	$	328,511	$	346,356
Capitalized research and experimental expenditures	54,335		84,572
Research and development credits	47,009		56,675
Accruals and reserves	7,306		19,494
Operating lease liabilities	18,041		14,564
Stock-based compensation	14,067		12,249
Convertible debt transactions	6,694		1,189

Amortization	299		612

Other	298		402
Total deferred tax assets	476,560		536,113
Less: valuation allowance	(443,165)		(508,966)
Deferred tax assets – net of valuation allowance	33,395		27,147
Deferred tax liabilities:
Right of use asset	15,832		12,587
Servicing rights	7,542		7,607
Intangible assets	3,461		2,728
Interest receivables	4,100		2,481
Depreciation	1,972		1,183

Investment in partnerships	488		242
Other	—		319
Total deferred tax liabilities	33,395		27,147
Net deferred tax liabilities	$	—	$	—

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of the beginning and ending balances of gross unrecognized tax benefits is as follows:


	Year Ended December 31,
	2022		2023		2024
Balance at beginning of year	$	13,904	$	18,474	$	22,158
Additions for tax positions of prior years	885		308		179
Tax positions related to the current year	3,685		3,376		4,129
Balance at end of year	$	18,474	$	22,158	$	26,466

Fair Value Measurement

12 Months Ended

Dec. 31, 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,		December 31,
	Level	2023		2024
Assets
Loans	3	$	1,156,413	$	806,304
Beneficial interest assets	3	41,012		176,848
Line of credit receivable	3	—		56,269
Loan servicing assets	3	28,092		27,439
Notes receivable and residual certificates	3	14,847		22,055
Interest rate caps(1)	2	5,958		1,864
Total assets		$	1,246,322	$	1,090,779
Liabilities
Payable to securitization note holders	3	$	141,416	$	87,321
Beneficial interest liabilities	3	4,221		10,089
Trailing fee liabilities	3	4,251		4,614
Loan servicing liabilities	3	2,038		1,180
Total liabilities		$	151,926	$	103,204

__________

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

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

Loans

Loans included in the Company’s 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 consolidated balance sheets as of December 31, 2023 and 2024:


	December 31,		December 31,
	2023		2024
Loans held-for-sale	$	830,574	$	405,812
Loans held-for-investment	146,768		297,543
Loans held in consolidated securitization	179,071		102,949
Total	$	1,156,413	$	806,304

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 and market data 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 consolidated statements of operations and comprehensive loss. The fair value is also corroborated with discounted cash flow that considers projected prepayments and historical defaults, losses and recoveries to project future losses and net cash flows on loans, discounted using an estimate of market rates of return as disclosed below in the Significant Inputs and Assumptions section. The fair value of loans in consolidated securitization 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 for loans held-for-investment and held-for-sale, excluding loans held in consolidated securitization:


	December 31, 2023						December 31, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	9.63	%	23.22	%	12.06	%	9.75	%	22.37	%	11.91	%
Credit risk rate	0.01	%	93.10	%	17.66	%	0.01	%	93.12	%	17.87	%
Prepayment rate	0.13	%	95.80	%	36.52	%	0.45	%	89.07	%	33.07	%

_________

(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, and corroborated with a discounted cash flow model, similar to the one used for other loans held on the consolidated balance sheet:


	December 31, 2023						December 31, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	6.85	%	16.00	%	9.99	%	5.96	%	15.25	%	9.59	%
Credit risk rate	0.61	%	37.70	%	15.51	%	0.67	%	37.70	%	15.66	%
Prepayment rate	6.66	%	89.84	%	42.73	%	6.73	%	89.84	%	41.51	%

_________

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

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

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

Significant Recurring Level 3 Fair Value Input Sensitivity

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


	December 31,		December 31,
	2023		2024
Fair value of loans held-for-sale and held-for-investment	$	977,342	$	703,355
Discount rates
100 basis point increase	(11,680)		(9,048)
200 basis point increase	(23,127)		(17,881)
Expected credit loss rates on underlying loans
10% adverse change	(12,453)		(9,135)
20% adverse change	(24,979)		(18,129)
Expected prepayment rates
10% adverse change	(1,884)		(1,899)
20% adverse change	(3,756)		(3,783)

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 2024:


	December 31,		December 31,
	2023		2024
Fair value of loans held in consolidated securitization	$	179,071	$	102,949
Discount rates
100 basis point increase	(2,413)		(1,144)
200 basis point increase	(4,785)		(2,269)
Expected credit loss rates on underlying loans
10% adverse change	(2,669)		(1,799)
20% adverse change	(5,227)		(3,577)
Expected prepayment rates
10% adverse change	(1,625)		(774)
20% adverse change	(3,234)		(1,521)

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 December 31, 2022	$	882,810	$	127,611	$	—	$	1,010,421


Transfer of loans to consolidated securitization(1)	(209,968)		—		209,968		—
Purchases and originations of loans(2)(3)	1,676,146		157,223		—		1,833,369
Sale of loans(2)	(1,241,233)		—		—		(1,241,233)
Purchase of loans for immediate resale(2)	1,330,364		—		—		1,330,364
Immediate resale of loans(2)	(1,330,364)		—		—		(1,330,364)
Repayments received(2)	(202,982)		(89,210)		(24,832)		(317,024)
Charge-offs and changes in fair value recorded in earnings	(74,952)		(53,304)		(6,065)		(134,321)
Other changes	753		4,448		—		5,201
Fair value at December 31, 2023	$	830,574	$	146,768	$	179,071	$	1,156,413
Reclassification of loans(2)	(7,201)		7,201		—		—
Purchases and originations of loans(2)(3)	2,224,563		323,069		—		2,547,632
Sale of loans(2)	(2,342,018)		—		—		(2,342,018)
Purchase of loans for immediate resale(2)	2,087,810		—		—		2,087,810
Immediate resale of loans(2)	(2,087,810)		—		—		(2,087,810)
Repayments received(2)	(201,106)		(137,050)		(47,997)		(386,153)
Charge-offs and changes in fair value recorded in earnings	(92,687)		(59,862)		(28,125)		(180,674)
Other changes	(6,313)		17,417		—		11,104
Fair value at December 31, 2024	$	405,812	$	297,543	$	102,949	$	806,304

_________

(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 years ended December 31, 2023 and 2024.

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 consolidated balance sheets:


	Loans				Loans > 90 Days Past Due
	December 31,		December 31,		December 31,		December 31,
	2023		2024		2023		2024
Outstanding principal balance	$	1,182,577	$	858,440	$	15,310	$	11,236
Net fair value and accrued interest adjustments	(26,164)		(52,136)		(12,260)		(9,638)
Fair value(1)	$	1,156,413	$	806,304	$	3,050	$	1,598

_________

(1) Includes $343.1 million and $285.5 million of auto loans at fair value as of December 31, 2023 and 2024, respectively, of which $2.8 million and an immaterial amount are 90 days or more past due as of December 31, 2023 and 2024, respectively. Also includes an immaterial amount of HELOCs at fair value as of December 31, 2023 and $54.3 million as of December 31, 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 consolidated balance sheets. As of December 31, 2024, the fair value of the line of credit receivable was $56.3 million. The Company held no line of credit receivable as of December 31, 2023.

Valuation Methodology

The line of credit receivable is measured at estimated fair value using a discounted cash flow model. The model is based on the expected monthly outstanding balance of the line of credit receivable over the life of the agreement and considers the present creditworthiness of the counterparty 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

December 31, 2024

Minimum

Maximum

Weighted-Average

Minimum

Maximum

Weighted-Average

Discount rate

6.75

_________

* 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 of the counterparty.

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 table presents 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 December 31, 2023	$	—
Issuances	54,780
Changes in fair value recorded in earnings	1,173
Changes in accrued interest	316
Fair value at December 31, 2024	$	56,269

Assets and Liabilities related to Securitization Transactions

As of December 31, 2023 and 2024, the Company held notes receivable and residual certificates with an aggregate fair value of $14.8 million and $22.1 million, respectively, within other assets on the Company’s consolidated balance sheets. The balances consist of securitization notes and residual certificates retained from unconsolidated securitization transactions.

As of December 31, 2023 and 2024, the Company recognized payables to securitization note holders of $141.4 million and $87.3 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 determine fair value.

Significant Inputs and Assumptions

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


	December 31, 2023						December 31, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Notes receivable and residual certificates
Discount rate	9.99	%	23.22	%	12.74	%	9.60	%	22.37	%	12.59	%
Credit risk rate	0.48	%	50.69	%	16.32	%	0.54	%	50.28	%	19.00	%
Prepayment rate	6.36	%	89.46	%	43.14	%	4.61	%	94.53	%	35.72	%
Payable to securitization note holders
Discount rate	6.85	%	12.30	%	8.48	%	5.96	%	10.98	%	8.52	%
Credit risk rate	0.61	%	37.70	%	15.51	%	0.67	%	37.70	%	15.66	%
Prepayment rate	6.66	%	89.84	%	42.73	%	6.73	%	89.84	%	41.51	%

_________

(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 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 December 31, 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 2024.

Rollforward of Level 3 Fair Values

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


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders
Fair value at December 31, 2022	$	6,181	$	—
Additions	13,172		165,318
Repayments and settlements	(4,328)		(23,320)
Changes in fair value recorded in earnings	(178)		(582)

Fair value at December 31, 2023	$	14,847	$	141,416
Additions	13,001		$	—
Repayments and settlements	(5,917)		$	(55,368)
Changes in fair value recorded in earnings	124		$	1,273
Fair value at December 31, 2024	$	22,055	$	87,321

Loan Servicing Assets and Liabilities

As of December 31, 2023 and 2024, the Company’s loan servicing assets had a fair value of $28.1 million and $27.4 million, respectively, recorded within other assets on the consolidated balance sheets. As of December 31, 2023 and 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 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						December 31, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	13.00	%	20.00	%	16.89	%	13.00	%	20.00	%	17.14	%
Credit risk rate	0.05	%	88.42	%	14.93	%	0.08	%	61.96	%	16.05	%
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	%	36.43	%

_________

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

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

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

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

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

Significant Recurring Level 3 Fair Value Input Sensitivity

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


	December 31,		December 31,
	2023		2024
Fair value of loan servicing assets	$	28,092	$	27,439
Expected market-servicing rates
10% market-servicing rates increase	(7,475)		(6,931)
20% market-servicing rates increase	(14,916)		(14,098)

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 December 31, 2022	$	36,467	$	3,968
Sale of loans	13,796		83
Changes in fair value recorded in earnings	(22,171)		(2,013)
Fair value at December 31, 2023	$	28,092	$	2,038
Sale of loans	15,837		388
Changes in fair value recorded in earnings	(16,490)		(1,246)
Fair value at December 31, 2024	$	27,439	$	1,180

Beneficial Interests

In connection with the committed capital and other co-investment arrangements that meet a definition of derivatives (derivative beneficial interests), 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 deviates from initial expectations set at the time of loan sale or origination, subject to a dollar cap. In the arrangements that are associated with debt-like securities with embedded derivative features, the Company makes an initial investment and is entitled to a portion of cash flows from repayments received over time on the underlying loan portfolios. These cash flows vary depending on the demonstrated credit performance relative to our expectations.

As of December 31, 2023 and 2024, the fair value of the beneficial interest assets related to these arrangements was $41.0 million and $176.8 million, respectively. As of the same dates, the fair value of the beneficial interest liabilities was $4.2 million and $10.1 million, respectively.

Valuation Methodology

Beneficial interests are measured at estimated fair value using a discounted cash flow model. This discounted cash flow model sets expectations for cash flows to be received by the Company under each arrangement based on contractually-defined terms, such as total return, portfolio composition, frequency of cash distribution, and others and calculates net cash flows to be received by the Company. These net cash flows are then discounted using an estimate of market rates of return that reflect the risk premium related to those cash flows. As credit performance is demonstrated by the underlying loan portfolios, each discounted cash flow model is periodically updated to determine future cash inflows and outflows based on the latest estimated performance for the duration of each arrangement. The discounted cash flow model uses 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 of our beneficial interests.

Significant Inputs and Assumptions

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


	December 31, 2023						December 31, 2024
	Minimum		Maximum		Weighted-Average(1)		Minimum		Maximum		Weighted-Average(1)
Beneficial interest assets
Discount rate	7.00	%	14.00	%	13.63	%	6.75	%	13.75	%	13.53	%
Credit risk rate spread(2)	(0.85)	%	(0.85)	%	(0.85)	%	(4.00)	%	12.60	%	1.32	%

Beneficial interest liabilities
Discount rate	14.00	%	14.00	%	14.00	%	13.75	%	13.75	%	13.75	%
Credit risk rate spread(2)	0.09	%	9.81	%	8.79	%	(0.24)	%	18.68	%	9.78	%

_________

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

(2) Expressed as a percentage of cumulative net loss expectations as of the valuation date compared to the initial expectations as of the origination date or date of loan sale.

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 rate spreads are the measurement of estimated credit performance of underlying loan portfolios as of the reporting date in comparison to the Company’s estimates at the time of origination or sale of loans under these arrangements (“initial expectation”). More specifically, credit risk rate spreads are the Company’s estimated difference between the initial expectation of the cumulative principal of a loan portfolio, net of average recoveries, that is estimated not be repaid over the life of a beneficial interest (“cumulative net loss”) and the same estimate as of the reporting date. A positive credit risk rate spread indicates that the currently estimated cumulative net loss is higher than initially estimated for a particular portfolio. A negative credit risk rate spread indicates the opposite – the currently estimated cumulative net loss is lower than the initial expectation. Credit risk rate spreads are expressed as a percentage of the initial expectation of the cumulative total net losses. The difference between initially expected and currently estimated cumulative net losses impacts the amount and the timing of cash flows the Company expects to receive on beneficial interest assets or to pay for beneficial interest liabilities.

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 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 2024.

Significant Recurring Level 3 Fair Value Input Sensitivity


	December 31,		December 31,
	2023		2024
Fair value of beneficial interest assets	$	41,012	$	176,848
Discount rate
100 basis point increase	(1,240)		(3,247)
200 basis point increase	(2,431)		(6,384)
Expected credit rate spreads on underlying loans
10% adverse change	(9,059)		(44,356)
20% adverse change	(16,743)		(89,605)




Fair value of beneficial interest liabilities	$	4,221	$	10,089



Expected credit rate spreads on underlying loans
10% adverse change	5,606		4,720
20% adverse change	11,217		10,259

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 December 31, 2022	$	—	$	—
Acquisition of beneficial interests	62,684		—
Settlement of beneficial interests	—		(596)

Changes in fair value recorded in earnings	(21,672)		4,817
Fair value at December 31, 2023	$	41,012	$	4,221
Acquisition of beneficial interests(1)	148,448		—
Settlement of beneficial interests, net	(7,461)		(6,700)

Changes in fair value recorded in earnings	(5,151)		12,568
Fair value at December 31, 2024	$	176,848	$	10,089

_________

(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 and $4.6 million as of December 31, 2023 and 2024, respectively.

Valuation Methodology

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

Significant Inputs and Assumptions

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


	December 31, 2023						December 31, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	9.63	%	23.22	%	12.88	%	9.55	%	22.37	%	12.54	%
Credit risk rate	0.01	%	88.42	%	17.61	%	0.02	%	88.53	%	18.97	%
Prepayment rate	1.05	%	94.68	%	39.94	%	1.51	%	95.80	%	35.50	%

_________

(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 December 31, 2022	$	4,852
Issuances	2,126
Repayments and settlements	(2,757)
Changes in fair value recorded in earnings	30
Fair value at December 31, 2023	$	4,251
Issuances	3,194
Repayments and settlements	(3,003)
Changes in fair value recorded in earnings	172
Fair value at December 31, 2024	$	4,614

- 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.

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+ Details

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2024	Feb. 06, 2025	Jun. 28, 2024
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Current Fiscal Year End Date	--12-31
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 Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 1,827,095,157
Entity Common Stock, Shares Outstanding		93,710,996
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Entity Central Index Key	0001647639
Documents Incorporated by Reference	Portions of the registrant’s Definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders are incorporated by reference into Part II and III of this Annual Report on Form 10-K to the extent stated herein. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2024.

Borrowings - Schedule of Maturities of All Borrowings (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
2025	$ 23,228
2026	409,699
2027	0
2028	61,807
2029	431,250
2030	500,000
Thereafter	0
Total	$ 1,425,984	$ 1,048,675

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 67,062	$ 67,062
Amortization expense	$ 0	$ 4,300	$ 4,300

- 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.

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+ Details

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

Dec. 31, 2024

Dec. 31, 2023

Other assets at fair value

$ 107,627

$ 48,897

Accrued expenses and other liabilities at fair value

$ 15,883

$ 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)

93,469,721

86,330,303

Common stock, outstanding (in shares)

93,469,721

86,330,303

Loans held in consolidated securitization

$ 102,900

$ 179,100

Assets

Cash and cash equivalents

788,422

368,405

Restricted cash

187,841

99,382

Loans (at fair value)

^[1]

806,304

1,156,413

Other assets (includes $5,958 and $1,864 at fair value as of December 31, 2023 and December 31, 2024, respectively)

216,763

146,227

Total assets

^[2]

2,366,958

2,017,100

Liabilities

Payable to investors

60,173

53,580

Borrowings

1,402,168

1,040,424

Payable to securitization note holders (at fair value)

87,321

141,416

Accrued expenses and other liabilities

133,800

84,051

Total liabilities

^[2]

1,733,740

1,381,795

Total stockholders’ equity

633,218

635,305

Variable Interest Entity, Primary Beneficiary

Other assets at fair value

1,864

5,958

Assets

Cash and cash equivalents

1,312

1,603

Restricted cash

47,642

23,450

Loans (at fair value)

750,184

1,147,423

Other assets (includes $5,958 and $1,864 at fair value as of December 31, 2023 and December 31, 2024, respectively)

12,971

22,917

Total assets

812,109

1,195,393

Liabilities

Payable to investors

154

121

Borrowings

195,606

387,440

Payable to securitization note holders (at fair value)

87,321

141,416

Accrued expenses and other liabilities

4,493

1,975

Total liabilities

287,574

530,952

Total stockholders’ equity

$ 524,535

$ 664,441

[1]

Includes $179.1 million and $102.9 million of loans, at fair value, contributed as collateral for the consolidated securitization as of December 31, 2023 and 2024, respectively. Refer to “Note 5. 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 2024, respectively. The liabilities of each of VIE can only be settled using the assets of the corresponding VIE and creditors of these entities do not have recourse to the general credit of Upstart Holdings, Inc. The assets and liabilities in the table below exclude intercompany balances that eliminate in consolidation.


	December 31,		December 31,
	2023		2024
Assets
Cash and cash equivalents	$	1,603	$	1,312
Restricted cash	23,450		47,642
Loans (at fair value)	1,147,423		750,184


Other assets (includes $5,958 and $1,864 at fair value as of December 31, 2023 and December 31, 2024, respectively)	22,917		12,971
Total assets	$	1,195,393	$	812,109

Liabilities

Payable to investors	$	121	$	154
Borrowings	387,440		195,606

Payable to securitization note holders (at fair value)	141,416		87,321
Accrued expenses and other liabilities	1,975		4,493
Total liabilities	530,952		287,574
Total net assets	$	664,441	$	524,535

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	12 Months Ended
	Dec. 31, 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	61.96%	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	17.14%	16.89%
Credit risk rate	16.05%	14.93%
Market-servicing rate	0.62%	0.62%
Prepayment rate	36.43%	41.05%

Description of Business and Significant Accounting Policies - Effects of the Changes in Presentation within the Statement of Cash Flows (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Reclassification [Line Items]

Payable to investors

$ 0

Payable to investors for beneficial interest assets

^[1]

$ 0

5,792

Net cash provided by (used in) operating activities

186,331

(111,712)

(657,860)

Payable to investors

^[1]

12,385

(48,781)

(16,821)

Net cash provided by financing activities

$ 559,871

165,487

113,211

As Previously Reported

Reclassification [Line Items]

Payable to investors

(42,989)

(16,821)

Payable to investors for beneficial interest assets

Net cash provided by (used in) operating activities

(160,493)

(674,681)

Payable to investors

Net cash provided by financing activities

214,268

130,032

Adjustment

Reclassification [Line Items]

Payable to investors

42,989

16,821

Payable to investors for beneficial interest assets

5,792

Net cash provided by (used in) operating activities

48,781

16,821

Payable to investors

(48,781)

(16,821)

Net cash provided by financing activities

$ (48,781)

$ (16,821)

[1]	During the year ended December 31, 2024, the Company elected to change the presentation of changes in the payable to investors balance on the consolidated statement of cash flows, refer to “Note 1. Description of Business and Significant Accounting Policies” for further details.

Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
2025	$ 15,402
2026	15,850
2027	15,474
2028	6,143
2029	2,990
Total undiscounted lease payments	55,859
Less: Present value adjustment	(5,581)
Operating lease liabilities	$ 50,278	$ 62,324

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 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,	December 31,
	2023	2024
Options issued and outstanding	12,617,254	10,709,898
Restricted stock units outstanding	5,534,394	3,703,631

Shares available for future issuance under 2020 plan	6,420,703	7,669,374
Shares available for issuance under employee stock purchase plan	2,896,226	3,425,952
Total	27,468,577	25,508,855

Schedule of Stock Option Activity

The following table summarizes stock option activity for the year ended December 31, 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	1,376,854	27.49
Options exercised	(3,159,674)	6.78
Options cancelled and forfeited	(124,536)	30.18
Balances at December 31, 2024	10,709,898	18.35		5.9	495,359
Options exercisable – December 31, 2024	7,470,978	16.10		4.9	367,008
Options vested and expected to vest – December 31, 2024	10,690,834	$	18.32	5.9	$	494,785

Schedule of Restricted Stock Units and Restricted Stock

The following table summarizes RSU activity for the year ended December 31, 2024:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2023	5,534,394	$	34.90
RSUs granted	2,647,188	30.38
RSUs vested	(3,646,748)	33.41
RSUs cancelled and forfeited	(831,203)	33.44
Unvested at December 31, 2024	3,703,631	$	33.46

Schedule of Stock Options Fair Value Assumptions

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

Year Ended December 31,

2022

2023

2024

Expected term (in years)

5.1 – 7.0

Expected volatility

47.58% – 52.96%

50.96% – 53.76%

50.32% – 67.85%

Risk-free interest rate

1.70% – 4.23%

3.45% – 4.86%

3.76% – 4.43%

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:


	Year Ended December 31,
		2022	2023	2024
Expected term (in years)		0.5	0.5	0.5
Expected volatility		91.89% – 179.35%	97.74% – 131.05%	88.37% – 96.69%
Risk-free interest rate		0.72% – 3.13%	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 consolidated statements of operations and comprehensive loss for employees and nonemployees:


	Year Ended December 31,
		2022		2023		2024
Sales and marketing		$	11,354	$	8,166	$	11,705
Customer operations		9,355		10,683		7,038
Engineering and product development		72,169		110,381		70,786
General, administrative, and other		33,067		45,809		43,871
Total		$	125,945	$	175,039	$	133,400

Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Assets
Loan servicing assets	$ 27,439,000	$ 28,092,000
Line of credit receivable	56,269,000	0
Total assets	1,090,779,000	1,246,322,000
Liabilities
Payable to securitization note holders	87,321,000	141,416,000
Beneficial interest liabilities	10,100,000	4,200,000
Trailing fee liabilities	4,600,000	4,300,000
Loan servicing liabilities	1,180,000	2,038,000
Fair Value, Inputs, Level 3
Assets
Loans	806,304,000	1,156,413,000
Beneficial interest assets	176,848,000	41,012,000
Loan servicing assets	27,439,000	28,092,000
Notes receivable and residual certificates	22,055,000	14,847,000
Line of credit receivable	56,269,000	0
Liabilities
Payable to securitization note holders	87,321,000	141,416,000
Beneficial interest liabilities	10,089,000	4,221,000
Trailing fee liabilities	4,614,000	4,251,000
Loan servicing liabilities	1,180,000	2,038,000
Total liabilities	103,204,000	151,926,000
Fair Value, Inputs, Level 2
Assets
Interest rate caps	$ 1,864,000	$ 5,958,000

Leases - Narrative (Details) - USD ($)	3 Months Ended	12 Months Ended
Leases - Narrative (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2024	Dec. 31, 2022
Leases [Abstract]
Letter of credit outstanding	$ 2,600,000	$ 2,600,000
Sublease income	$ 0	$ 0	$ 0

Leases - Schedule of Operating Lease Expense and Supplemental Cash and Non-cash Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Rent expense	$ 14,198	$ 15,766	$ 15,916
Variable lease payments	3,776	4,067	3,696
Cash paid for amounts included in the measurement of lease liabilities	14,396	22,014	11,084
Right-of-use assets capitalized	0	0	1,826
Adjustments to operating lease right-of-use assets due to modification and other reassessment events	$ 0	$ (19,865)	$ 0
Weighted-average remaining lease term (in years)	3 years 7 months 6 days	4 years 6 months 21 days
Weighted-average discount rate	5.22%	5.11%

Stockholders’ Equity - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 133,400	$ 175,039	$ 125,945
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	11,705	8,166	11,354
Customer operations
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	7,038	10,683	9,355
Engineering and product development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	70,786	110,381	72,169
General, administrative, and other
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 43,871	$ 45,809	$ 33,067

Borrowings (Tables)

12 Months Ended

Dec. 31, 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 consolidated balance sheets:


	December 31, 2023		December 31, 2024

Warehouse credit facilities	$	387,425	$	195,605

Convertible senior notes	661,250		1,230,379
Total payments due	1,048,675		1,425,984
Unamortized debt discount	(8,251)		(23,816)
Total borrowings	$	1,040,424	$	1,402,168

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


					December 31, 2023				December 31, 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	$	167,166	$	23,228
Upstart Auto Warehouse Trust 2	Benchmark rate + 0% - 4.0%	June 2025 - June 2026	50,000		—		—		19,396		11,353
Upstart Loan Trust	Benchmark rate + 2.8% - 3.8%	June 2025 - June 2026	325,000		361,195		247,942		74,541		34,217
Upstart Small Dollar Loan Trust	Benchmark rate + 5.5%	June 2027 - June 2028	100,000		—		—		108,980		61,807
Upstart High Yield Loan Trust	Benchmark rate + 2.8%	December 2025 - December 2026	150,000		—		—		87,493		65,000
Total			$	625,000	$	639,217	$	387,425	$	457,576	$	195,605

_________

(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, weighted-average cost of commercial paper notes issued by the lender, and the federal funds rate. 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 December 31, 2024. All amounts are committed, except for Upstart High Yield Loan Trust of $150.0 million, 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 December 31, 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:


	December 31, 2024


2025	$	23,228
2026	409,699
2027	—
2028	61,807
2029	431,250
2030	500,000
Thereafter	—
Total	$	1,425,984

Convertible Debt

The table below presents the activity of the Notes during the year ended December 31, 2024:


Principal balance of Notes outstanding as of December 31, 2023	$	661,250
Issuance of 2029 Notes	431,250
Issuance of 2030 Notes	500,000
Repurchases of 2026 Notes	(362,121)
Principal balance of Notes outstanding as of December 31, 2024	$	1,230,379

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

2030 Notes

1.00%; payable semiannually on May 15 and November 15

10.8702

$91.99

August 15, 2030

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


	December 31, 2023								December 31, 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	$	(2,339)	$	296,790	$	272,727
2029 Notes	—		—		—		—		431,250		(9,932)		421,318		675,732
2030 Notes	—		—		—		—		500,000		(11,545)		488,455		488,015
Total	$	661,250	$	(8,251)	$	652,999	$	488,700	$	1,230,379	$	(23,816)	$	1,206,563	$	1,436,474

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 December 31, 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

Interest Rate Cap Arrangements (Tables)

12 Months Ended

Dec. 31, 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 consolidated balance sheets.


	December 31, 2023				December 31, 2024
	Notional Amount		Fair Value		Notional Amount		Fair Value
Interest rate caps	$	299,578	$	5,958	$	241,115	$	1,864

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Loss before income taxes consisted entirely of losses from domestic operations of $109.1 million, $240.0 million, and $128.4 million for the calendar years ended December 31, 2022, 2023 and 2024, respectively. Income tax (benefit) expense included in the statements of operations and comprehensive loss consisted of the following:


	Year Ended December 31,
	2022		2023		2024
Current:
Federal	$	—	$	—	$	—
State	174		107		185
Total current tax expense	174		107		185
Deferred:
Federal	41		—		—
State	(624)		—		—
Total deferred tax expense	(583)		—		—
Total (benefit) provision for income taxes	$	(409)	$	107	$	185


	Year Ended December 31,
	2022		2023		2024
Federal tax at statutory rate	$	(22,906)	$	(50,405)	$	(26,963)
State income taxes, net of federal tax benefit	(448)		107		185

Stock-based compensation	(4,490)		2,306		(30,120)
Research and development credit	(6,333)		(6,288)		(7,806)

Change in valuation allowance	26,263		38,189		50,585
Tax return to tax provision adjustment	309		(878)		84
Section 162(m) limitation	6,494		16,586		13,840

Other	702		490		380
(Benefit) provision for income taxes	$	(409)	$	107	$	185

The tax effects of temporary differences that gave rise to significant portions of the Company’s deferred tax assets and liabilities related to the following:


	December 31,
	2023		2024
Deferred tax assets:
Net operating loss carryforwards	$	328,511	$	346,356
Capitalized research and experimental expenditures	54,335		84,572
Research and development credits	47,009		56,675
Accruals and reserves	7,306		19,494
Operating lease liabilities	18,041		14,564
Stock-based compensation	14,067		12,249
Convertible debt transactions	6,694		1,189

Amortization	299		612

Other	298		402
Total deferred tax assets	476,560		536,113
Less: valuation allowance	(443,165)		(508,966)
Deferred tax assets – net of valuation allowance	33,395		27,147
Deferred tax liabilities:
Right of use asset	15,832		12,587
Servicing rights	7,542		7,607
Intangible assets	3,461		2,728
Interest receivables	4,100		2,481
Depreciation	1,972		1,183

Investment in partnerships	488		242
Other	—		319
Total deferred tax liabilities	33,395		27,147
Net deferred tax liabilities	$	—	$	—

Management believes that, based on available evidence, both positive and negative, it is more likely than not that the deferred tax assets will not be utilized, and as such the Company maintains a full valuation allowance at December 31, 2024. The valuation allowance increased by $65.8 million for the year ended December 31, 2024 primarily as a result of current year activities and the capitalization of research and experimental expenditures.

As of December 31, 2024, the Company had approximately $1,117.1 million and $1,670.6 million of federal and state (post-apportioned) net operating losses (NOL), that will begin to expire in 2035 and 2034, respectively. The Company also has Federal and California research and development tax credits of approximately $61.5 million and $24.4 million, respectively. The Federal research credits will begin to expire in 2032 and the California research credits have no expiration date. The Internal Revenue Code (“IRC”) limits the amount of NOL carryforwards that a company may use in a given year in the event of certain cumulative changes in ownership over a three-year period as described in Section 382 of the IRC. Utilization of NOL carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. The Company performed an ownership analysis and identified ownership changes in prior years, as defined under IRC Section 382 and 383, however neither resulted in a material limitation that will reduce the total amount of NOL carryforwards and credits that can be utilized.

A reconciliation of the beginning and ending balances of gross unrecognized tax benefits is as follows:


	Year Ended December 31,
	2022		2023		2024
Balance at beginning of year	$	13,904	$	18,474	$	22,158
Additions for tax positions of prior years	885		308		179
Tax positions related to the current year	3,685		3,376		4,129
Balance at end of year	$	18,474	$	22,158	$	26,466

If recognized, all of the unrecognized tax benefits would not impact the effective tax rate due to the valuation allowance against certain deferred tax assets. As of December 31, 2024, the Company had $26.5 million unrecognized income tax benefits and there was increases of $4.3 million to the Company’s unrecognized tax benefits during the year. The Company does not anticipate any significant increases or decreases to unrecognized tax benefit during the next twelve months. The Company’s policy is to classify interest and penalties associated with unrecognized tax benefits as income tax expense. The Company had no interest or penalty accruals associated with uncertain tax benefits in its consolidated balance sheet and consolidated statement of operations and comprehensive loss for the tax year ended December 31, 2024.

The Company files income tax returns in the U.S. Federal jurisdiction and various state and local jurisdictions. The Company is not currently under examination by income tax authorities in federal, state, or local jurisdictions. However, because the Company has net operating losses and credits carried forward in several jurisdictions, certain items attributable to closed tax years are still subject to adjustment by applicable taxing authorities through an adjustment to tax attributes carried forward to open years. All tax returns will remain open for examination by the federal and most state taxing authorities for three years and four years, respectively, from the date of utilization of any net operating loss carryforwards or research and development credits.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: 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 2: 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 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

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.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Revenue - Schedule of Disaggregation of Revenue by Type of Service (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 635,466	$ 560,431	$ 907,272
Platform and referral fees, net
Disaggregation of Revenue [Line Items]
Revenue from fees, net	502,411	414,120	732,237
Servicing and other fees, net
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 133,055	$ 146,311	$ 175,035

- 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

Interest Rate Cap Arrangements

12 Months Ended

Dec. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Interest Rate Cap Arrangements

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 8. 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 5. 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 consolidated balance sheets.


	December 31, 2023				December 31, 2024
	Notional Amount		Fair Value		Notional Amount		Fair Value
Interest rate caps	$	299,578	$	5,958	$	241,115	$	1,864

The Company recognizes changes in fair value of these instruments in earnings and reports them as part of the interest expense on the consolidated statements of operations and comprehensive loss. The Company recognized no gains or losses on interest rate caps during the year ended December 31, 2022 and immaterial amounts of fair value gains, net on interest rate caps during the year ended December 31, 2023 and 2024.

Borrowings

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Borrowings

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


	December 31, 2023		December 31, 2024

Warehouse credit facilities	$	387,425	$	195,605

Convertible senior notes	661,250		1,230,379
Total payments due	1,048,675		1,425,984
Unamortized debt discount	(8,251)		(23,816)
Total borrowings	$	1,040,424	$	1,402,168

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


	December 31, 2024


2025	$	23,228
2026	409,699
2027	—
2028	61,807
2029	431,250
2030	500,000
Thereafter	—
Total	$	1,425,984

Warehouse Credit Facilities

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


					December 31, 2023				December 31, 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	$	167,166	$	23,228
Upstart Auto Warehouse Trust 2	Benchmark rate + 0% - 4.0%	June 2025 - June 2026	50,000		—		—		19,396		11,353
Upstart Loan Trust	Benchmark rate + 2.8% - 3.8%	June 2025 - June 2026	325,000		361,195		247,942		74,541		34,217
Upstart Small Dollar Loan Trust	Benchmark rate + 5.5%	June 2027 - June 2028	100,000		—		—		108,980		61,807
Upstart High Yield Loan Trust	Benchmark rate + 2.8%	December 2025 - December 2026	150,000		—		—		87,493		65,000
Total			$	625,000	$	639,217	$	387,425	$	457,576	$	195,605

_________

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

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

On June 7, 2024, Upstart Auto Warehouse Trust amended its credit agreement to extend the maturity date to December 15, 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.

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. On December

27, 2024, Upstart High Yield Loan Trust entered into a warehouse credit facility for unsecured personal loans. These warehouse credit facilities are secured by a lien and security interest in the auto, small dollar, or unsecured personal loans, as applicable, the purchases of which are financed by the borrowings. Each of Upstart Auto Warehouse Trust 2, Upstart Small Dollar Loan Trust, and Upstart High Yield Loan Trust may borrow up to the capacity until the facility termination date, and must pay all outstanding amounts by the maturity date, under its respective warehouse credit facility.

The warehouse credit facilities contain certain financial covenants. As of December 31, 2024, the Company was in compliance with all applicable covenants for each of its warehouse credit facilities.

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”). In September 2024, the Company issued $431.3 million in aggregate principal amount of 2.00% convertible senior notes due 2029 (the “2029 Notes”). In November 2024, the Company issued $500.0 million in aggregate principal amount of 1.00% convertible senior notes due 2030 (the “2030 Notes” , together with the “2029 Notes” and 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 year ended December 31, 2024:


Principal balance of Notes outstanding as of December 31, 2023	$	661,250
Issuance of 2029 Notes	431,250
Issuance of 2030 Notes	500,000
Repurchases of 2026 Notes	(362,121)
Principal balance of Notes outstanding as of December 31, 2024	$	1,230,379

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 consolidated statement of operations and comprehensive loss during the year ended December 31, 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, the 2029 Notes mature on October 1, 2029, and the 2030 Notes mature on November 15, 2030 unless such Notes are earlier converted, redeemed, or repurchased in accordance with their terms. 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, on or after October 6, 2027, in the case of the 2029 Notes, and on or after November 20, 2027, in the case of the 2030 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

2030 Notes

1.00%; payable semiannually on May 15 and November 15

10.8702

$91.99

August 15, 2030

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 May 15, 2026, in the case of the 2026 Notes; July 1, 2029, in the case of the 2029 Notes; and August 15, 2030, in the case of the 2030 Notes, only under the following circumstances:

(1) during any calendar quarter commencing after December 31, 2021, in the case of the 2026 Notes, December 31, 2024, in the case of the 2029 Notes, and March 31, 2025, and in the case of the 2030 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 May 15, 2026, in the case of the 2026 Notes; July 1, 2029, in the case of the 2029 Notes; and August 15, 2030, in the case of the 2030 Notes, 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 repurchase 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, 2029 Notes, and the 2030 Notes totaled $15.7 million, $10.4 million, and $11.8 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, 2029 Notes, and 2030 Notes is 0.7%, 2.5%, and 1.4% respectively. The Company recorded immaterial coupon interest expense for the years ended December 31, 2022 and 2023, respectively, and $4.5 million coupon interest expense related to the Notes for the year ended December 31, 2024. The Company also recorded $3.0 million, $3.1 million, and $3.2 million for the year ended December 31, 2022, 2023 and 2024 respectively, of amortization of debt issuance costs within expense on convertible notes on the consolidated statements of operations and comprehensive loss. Accrued interest expenses related to the Notes were immaterial and $3.3 million as of December 31, 2023 and 2024, respectively.

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


	December 31, 2023								December 31, 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	$	(2,339)	$	296,790	$	272,727
2029 Notes	—		—		—		—		431,250		(9,932)		421,318		675,732
2030 Notes	—		—		—		—		500,000		(11,545)		488,455		488,015
Total	$	661,250	$	(8,251)	$	652,999	$	488,700	$	1,230,379	$	(23,816)	$	1,206,563	$	1,436,474

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 December 31, 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
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

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

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

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

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

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

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

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

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

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

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

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Revenue - Schedule of Collection Agency and Borrower Fees (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 635,466	$ 560,431	$ 907,272
Net gain (loss) on servicing rights and fair value adjustments	206	(6,444)	22,891
Servicing fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	89,323	107,008	115,742
Borrower fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	26,444	29,139	25,208
Collection agency fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	16,405	15,865	10,519
Other fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	677	743	675
Servicing and other fees, net
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 133,055	$ 146,311	$ 175,035

- 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

Borrowings - Schedule of Aggregate Principal Outstanding of all Loans (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Borrowings [Line Items]
Total payments due	$ 1,425,984	$ 1,048,675
Unamortized debt discount	(23,816)	(8,251)
Total borrowings	1,402,168	1,040,424
Convertible Debt
Schedule of Borrowings [Line Items]
Total payments due	1,230,379	661,250
Unamortized debt discount	(23,816)	(8,251)
Revolving Credit Facility \| Warehouse credit facilities
Schedule of Borrowings [Line Items]
Total payments due	$ 195,605	$ 387,425

Balance Sheet Components - Schedule of Property, Equipment, and Software (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	$ 94,414	$ 80,104
Accumulated depreciation and amortization	(55,401)	(37,449)
Total property, equipment, and software, net	39,013	42,655
Internally developed software
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	68,481	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

Fair Value Measurement - Schedule of Servicing Liabilities at Fair Value Rollforward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	$ 28,092
Fair value, ending balance	27,439	$ 28,092
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	2,038
Fair value, ending balance	1,180	2,038
Fair Value, Inputs, Level 3
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	28,092
Fair value, ending balance	27,439	28,092
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	2,038
Fair value, ending balance	1,180	2,038
Fair Value, Inputs, Level 3 \| Loan Servicing Liabilities
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	2,038	3,968
Sale of loans	388	83
Changes in fair value recorded in earnings	(1,246)	(2,013)
Fair value, ending balance	1,180	2,038
Fair Value, Inputs, Level 3 \| Loan Servicing Assets
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	28,092	36,467
Sale of loans	15,837	13,796
Changes in fair value recorded in earnings	(16,490)	(22,171)
Fair value, ending balance	$ 27,439	$ 28,092

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)		30,506,110	20,654,173	21,700,781
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)		10,709,898	12,617,254	12,547,010
Unvested RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)		3,703,631	5,534,394	6,046,796
Unvested PRSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	0	0		687,500
Purchase rights committed under the ESPP
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)		163,228	184,447	101,397
Convertible debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)		15,929,353	2,318,078	2,318,078

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Schedule of Future Minimum Lease Payments

Future minimum lease payments are as follows:


	December 31, 2024
2025	$	15,402
2026	15,850
2027	15,474
2028	6,143
2029	2,990

Total undiscounted lease payments	55,859

Less: Present value adjustment	(5,581)
Operating lease liabilities	$	50,278

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

Operating lease expense was as follows:


	Year Ended December 31,
		2022		2023		2024
Rent expense		$	15,916	$	15,766	$	14,198
Variable lease payments		$	3,696	$	4,067	$	3,776

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


	Year Ended December 31,
		2022		2023		2024
Cash paid for amounts included in the measurement of lease liabilities		$	11,084	$	22,014	$	14,396
Right-of-use assets capitalized		1,826		—		—
Adjustments to operating lease right-of-use assets due to modification and other reassessment events		$	—	$	(19,865)	$	—

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



	December 31, 2023	December 31, 2024
Weighted-average remaining lease term (in years)	4.56	3.60
Weighted-average discount rate	5.11%	5.22%

Net Loss Per Share

12 Months Ended

Dec. 31, 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 year. Diluted net loss per share is based on the weighted-average common shares outstanding during the relevant year, adjusted for the dilutive effect of share-based awards and convertible debt.

For years 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.


	Years Ended December 31,
		2022		2023		2024
Numerator:
Net loss		$	(108,665)	$	(240,132)	$	(128,581)






Denominator:
Weighted-average common shares outstanding used to calculate net loss per share, basic		82,771,268		83,765,896		89,450,038

Weighted-average common shares outstanding used to calculate net loss per share, diluted		82,771,268		83,765,896		89,450,038

Net loss per share, basic		$	(1.31)	$	(2.87)	$	(1.44)
Net loss per share, diluted		$	(1.31)	$	(2.87)	$	(1.44)

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


	Year Ended December 31,
		2022	2023	2024

Options to purchase common stock		12,547,010	12,617,254	10,709,898
Unvested RSUs		6,046,796	5,534,394	3,703,631
Unvested PRSUs		687,500	—	—
Purchase rights committed under the ESPP		101,397	184,447	163,228

Convertible debt		2,318,078	2,318,078	15,929,353

Total		21,700,781	20,654,173	30,506,110

Beneficial Interests - Maximum Exposure to Losses by Asset Type (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule Of Beneficial Interest [Line Items]
Aggregate capital under risk-sharing arrangements	$ 459,343	$ 98,537
Unrestricted cash
Schedule Of Beneficial Interest [Line Items]
Aggregate capital under risk-sharing arrangements	85,105	23,789
Restricted cash
Schedule Of Beneficial Interest [Line Items]
Aggregate capital under risk-sharing arrangements	84,065	12,064
Beneficial interests
Schedule Of Beneficial Interest [Line Items]
Aggregate capital under risk-sharing arrangements	204,814	62,684
Other assets - Line of credit receivable
Schedule Of Beneficial Interest [Line Items]
Aggregate capital under risk-sharing arrangements	54,780	0
Loans
Schedule Of Beneficial Interest [Line Items]
Aggregate capital under risk-sharing arrangements	$ 30,579	$ 0

Borrowings - Narrative (Details)				1 Months Ended			12 Months Ended
Borrowings - Narrative (Details)	Sep. 19, 2024 day	Sep. 16, 2024	Aug. 20, 2021	Nov. 30, 2024 USD ($)	Sep. 30, 2024 USD ($) $ / shares	Aug. 31, 2021 USD ($) day $ / shares	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Apr. 24, 2024 USD ($)	Apr. 23, 2024 USD ($)
Schedule of Borrowings [Line Items]
Repayment of warehouse borrowings							$ 357,352,000	$ 575,937,000	$ 400,898,000
Proceeds from convertible notes issuance, net of debt issuance costs paid to lender							913,440,000	0	0
Gain on debt extinguishment							33,361,000	0	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							4,500,000	0	0
Amortization of debt issuance costs							3,200,000	$ 3,100,000	$ 3,000,000.0
Accrued interest							3,300,000
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	$ 75,000,000
2026 ("Notes") \| Convertible Debt
Schedule of Borrowings [Line Items]
Aggregate principal amount						$ 661,300,000
Stated interest rate						0.25%
Repurchase amount							334,200,000
Additional repurchased amount							27,900,000
Gain on debt extinguishment							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%
2029 Notes \| Convertible Debt
Schedule of Borrowings [Line Items]
Aggregate principal amount					$ 431,300,000
Stated interest rate					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
Gross debt issuance cost						$ 10,400,000
Effective interest rate							2.50%
2030 Notes \| Convertible Debt
Schedule of Borrowings [Line Items]
Aggregate principal amount				$ 500,000,000.0
Stated interest rate				1.00%	1.00%
Proceeds from convertible notes issuance, net of debt issuance costs paid to lender							$ 500,000,000
Initial conversion rate (in shares)				0.0108702
Initial conversion price (in dollars per share) \| $ / shares					$ 91.99
Gross debt issuance cost				$ 11,800,000
Effective interest rate							1.40%

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Income (loss) before income taxes from domestic operations	$ (128,400)	$ (240,000)	$ (109,100)
Increase in valuation allowance	65,800
Unrecognized tax benefits	26,466	$ 22,158	$ 18,474	$ 13,904
Increase in unrecognized tax benefits	4,300
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	1,117,100
Federal \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carry forward	61,500
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	1,670,600
State \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carry forward	$ 24,400

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets:
Net operating loss carryforwards	$ 346,356	$ 328,511
Capitalized research and experimental expenditures	84,572	54,335
Research and development credits	56,675	47,009
Accruals and reserves	19,494	7,306
Operating lease liabilities	14,564	18,041
Stock-based compensation	12,249	14,067
Convertible debt transactions	1,189	6,694
Amortization	612	299
Other	402	298
Total deferred tax assets	536,113	476,560
Less: valuation allowance	(508,966)	(443,165)
Deferred tax assets – net of valuation allowance	27,147	33,395
Deferred tax liabilities:
Right of use asset	12,587	15,832
Servicing rights	7,607	7,542
Intangible assets	2,728	3,461
Interest receivables	2,481	4,100
Depreciation	1,183	1,972
Investment in partnerships	242	488
Other	319	0
Total deferred tax liabilities	27,147	33,395
Net deferred tax liabilities	$ 0	$ 0

Income Taxes - Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal tax at statutory rate	$ (26,963)	$ (50,405)	$ (22,906)
State income taxes, net of federal tax benefit	185	107	(448)
Stock-based compensation	(30,120)	2,306	(4,490)
Research and development credit	(7,806)	(6,288)	(6,333)
Change in valuation allowance	50,585	38,189	26,263
Tax return to tax provision adjustment	84	(878)	309
Section 162(m) limitation	13,840	16,586	6,494
Other	380	490	702
Total (benefit) provision for income taxes	$ 185	$ 107	$ (409)

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 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						December 31, 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		(4,281)		9,419
Total intangible assets	$	23,100	$	(11,756)	$	11,344	$	23,100	$	(13,681)	$	9,419

Schedule of Expected Future Amortization Expense

Expected future amortization expense for intangible assets is as follows:


	December 31, 2024
2025	$	1,142
2026	1,142
2027	1,142
2028	1,142
2029	1,142
Thereafter	3,709
Total	$	9,419

Stockholders’ Equity - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Number of Options
Beginning balance (in shares)	12,617,254
Options granted (in shares)	1,376,854
Options exercised (in shares)	(3,159,674)
Options cancelled and forfeited (in shares)	(124,536)
Ending balance (in shares)	10,709,898	12,617,254
Options exercisable (in shares)	7,470,978
Options vested and expected to vest (in shares)	10,690,834
Weighted-Average Exercise Price Per Share
Options outstanding (in dollars per share)	$ 14.57
Options granted (in dollars per share)	27.49
Options exercised (in dollars per share)	6.78
Options cancelled and forfeited (in dollars per share)	30.18
Options outstanding (in dollars per share)	18.35	$ 14.57
Options exercisable, weighted average exercise price per share (in dollars per share)	16.10
Options vested and expected to vest, weighted average exercise price per share (in dollars per share)	$ 18.32
Weighted-Average Remaining Contractual Life (years)
Options outstanding	5 years 10 months 24 days	6 years 1 month 6 days
Options exercisable	4 years 10 months 24 days
Options vested and expected to vest	5 years 10 months 24 days
Aggregate Intrinsic Value
Balances aggregate intrinsic value	$ 495,359	$ 375,897
Options exercisable	367,008
Options vested and expected to vest	$ 494,785

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Statement of Cash Flows [Abstract]
Cash, cash equivalents and restricted cash at beginning of year	$ 467,787	$ 532,467	$ 1,191,241
Cash, cash equivalents and restricted cash at end of year	$ 976,263	$ 467,787	$ 532,467

Borrowings - Convertible Senior Notes (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Unamortized debt discount	$ (23,816)	$ (8,251)
Convertible Debt
Debt Instrument [Line Items]
Principal Amount	1,230,379	661,250
Unamortized debt discount	(23,816)	(8,251)
Net Carrying Amount	1,206,563	652,999
Fair Value	1,436,474	488,700
2026 Notes \| Convertible Debt
Debt Instrument [Line Items]
Principal Amount	299,129	661,250
Unamortized debt discount	(2,339)	(8,251)
Net Carrying Amount	296,790	652,999
Fair Value	272,727	488,700
2029 Notes \| Convertible Debt
Debt Instrument [Line Items]
Principal Amount	431,250	0
Unamortized debt discount	(9,932)	0
Net Carrying Amount	421,318	0
Fair Value	675,732	0
2030 Notes \| Convertible Debt
Debt Instrument [Line Items]
Principal Amount	500,000	0
Unamortized debt discount	(11,545)	0
Net Carrying Amount	488,455	0
Fair Value	$ 488,015	$ 0

- Definition

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

+ References

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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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+ Details

- Definition

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

+ References + Details

Variable Interest Entities

12 Months Ended

Dec. 31, 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


	December 31, 2024
	Assets		Liabilities		Net Assets
Consolidated securitization	$	109,739	$	87,322	$	22,417
Consolidated warehouse entities	430,887		196,982		233,905

Other consolidated VIEs	271,483		3,270		268,213
Total consolidated VIEs	$	812,109	$	287,574	$	524,535

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 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 consolidated balance sheets. Refer to “Note 5. 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 8. 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 4. 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 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 year ended December 31, 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 year ended December 31, 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 consolidated financial statements of the Company for the years presented.

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.


	December 31, 2024
	Assets(1)		Liabilities		Net Assets		Maximum Exposure to Losses
Securitizations	$	507,666	$	363,890	$	143,776	$	25,774

_________

(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 value of securities retained and cash deposits made under the risk retention requirements for the related securitizations and estimates the 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 $22.1 million of securitization notes and residual certificates that are carried at fair value and included in other assets on the consolidated balance sheets as of December 31, 2023 and 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 consolidated balance sheets as of December 31, 2023 and 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 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.

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

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Variable Interest Entity [Line Items]

Total assets

^[1]

$ 2,366,958

$ 2,017,100

Liabilities

^[1]

1,733,740

1,381,795

Net Assets

633,218

635,305

$ 672,435

$ 807,078

Variable Interest Entity, Primary Beneficiary

Variable Interest Entity [Line Items]

Total assets

812,109

1,195,393

Liabilities

287,574

530,952

Net Assets

524,535

664,441

Variable Interest Entity, Primary Beneficiary | Consolidated securitization

Variable Interest Entity [Line Items]

Total assets

109,739

187,258

Liabilities

87,322

141,420

Net Assets

22,417

45,838

Variable Interest Entity, Primary Beneficiary | Consolidated warehouse entities

Variable Interest Entity [Line Items]

Total assets

430,887

645,455

Liabilities

196,982

388,681

Net Assets

233,905

256,774

Variable Interest Entity, Primary Beneficiary | Other consolidated VIEs

Variable Interest Entity [Line Items]

Total assets

271,483

362,680

Liabilities

3,270

851

Net Assets

268,213

361,829

Variable Interest Entity, Not Primary Beneficiary | Securitizations

Variable Interest Entity [Line Items]

Total assets

507,666

445,929

Liabilities

363,890

319,357

Net Assets

143,776

126,572

Maximum Exposure to Losses

$ 25,774

$ 20,885

[1]


	December 31,		December 31,
	2023		2024
Assets
Cash and cash equivalents	$	1,603	$	1,312
Restricted cash	23,450		47,642
Loans (at fair value)	1,147,423		750,184


Other assets (includes $5,958 and $1,864 at fair value as of December 31, 2023 and December 31, 2024, respectively)	22,917		12,971
Total assets	$	1,195,393	$	812,109

Liabilities

Payable to investors	$	121	$	154
Borrowings	387,440		195,606

Payable to securitization note holders (at fair value)	141,416		87,321
Accrued expenses and other liabilities	1,975		4,493
Total liabilities	530,952		287,574
Total net assets	$	664,441	$	524,535

Stockholders’ Equity

12 Months Ended

Dec. 31, 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,	December 31,
	2023	2024
Options issued and outstanding	12,617,254	10,709,898
Restricted stock units outstanding	5,534,394	3,703,631

Shares available for future issuance under 2020 plan	6,420,703	7,669,374
Shares available for issuance under employee stock purchase plan	2,896,226	3,425,952
Total	27,468,577	25,508,855

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 year ended December 31, 2024, the Company made no repurchases of common stock. As of December 31, 2024, $222.1 million remains available for future purchases of our common stock under the share repurchase program.

Equity Incentive Plans

In 2012, the Company adopted the Equity Incentive Plan (“2012 Equity Incentive Plan”) authorizing the granting of incentive stock options (“ISOs”) and non-statutory stock options (“NSOs”) to eligible participants.

Under the 2012 Equity Incentive Plan, the exercise price of an ISO and NSO shall not be less than 100% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. The exercise price of an ISO granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. Options generally vest over four years and are exercisable for up to 10 years after the date of grant if the employee provides service to the Company for at least three years.

In October 2020, our Board of Directors adopted, and in November 2020 our Board of Directors amended and our stockholders approved, our 2020 Equity Incentive Plan which was effective on December 14, 2020. The Company terminated the 2012 Equity Incentive Plan immediately prior to effectiveness of the 2020 Equity Incentive Plan with respect to the grant of future awards. However, our 2012 Equity Incentive Plan continues to govern the terms and conditions of the outstanding awards granted under our 2012 Equity Incentive Plan.

The 2020 Equity Incentive Plan authorizes granting of ISOs, NSOs, stock appreciation rights, restricted stock, restricted stock units, or RSUs, and performance awards. In addition, the 2020 Equity Incentive Plan also includes any shares subject to awards granted under our 2012 Equity Incentive Plan that, on or after December 15, 2020, expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by us for payment of an exercise price or for satisfying tax withholding obligations, or are forfeited to or repurchased by us due to failure to vest. The maximum number of shares that may be added to the 2020 Equity Incentive Plan pursuant to outstanding awards under the 2012 Equity Incentive Plan is 15,000,000 shares. The number of shares available for issuance under our 2020 Equity Incentive Plan also includes an annual increase on the first day of each fiscal year beginning with 2021 in an amount equal to the lesser of 15,000,000 shares or 5% of the outstanding shares of our common stock on the last day of our immediately preceding fiscal year.

Stock Options

The following table summarizes stock option activity for the year ended December 31, 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	1,376,854	27.49
Options exercised	(3,159,674)	6.78
Options cancelled and forfeited	(124,536)	30.18
Balances at December 31, 2024	10,709,898	18.35		5.9	495,359
Options exercisable – December 31, 2024	7,470,978	16.10		4.9	367,008
Options vested and expected to vest – December 31, 2024	10,690,834	$	18.32	5.9	$	494,785

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 December 31, 2024. The aggregate intrinsic value of options exercised for the years ended December 31, 2022, 2023 and 2024 was $157.3 million, $28.9 million, $139.6 million respectively. The weighted-average grant date fair value of options granted during the years ended December 31, 2022, 2023 and 2024 was $15.60, $8.19, and $15.11 per share, respectively. The total fair value of options vested for the years ended December 31, 2022, 2023 and 2024 was $23.2 million, $34.7 million, and $30.5 million, respectively.

As of December 31, 2024, total unrecognized stock-based compensation expense related to unvested stock options was $36.3 million, which is expected to be recognized over a remaining weighted-average period of 2.3 years.

Restricted Stock Units

The Company grants 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 year ended December 31, 2024:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2023	5,534,394	$	34.90
RSUs granted	2,647,188	30.38
RSUs vested	(3,646,748)	33.41
RSUs cancelled and forfeited	(831,203)	33.44
Unvested at December 31, 2024	3,703,631	$	33.46

As of December 31, 2024, total unrecognized stock-based compensation expense related to outstanding unvested RSUs was $94.6 million, which is expected to be recognized over a remaining weighted-average period of 1.5 years.

Performance-based Restricted Stock Units

On February 24, 2023, the Company’s Compensation Committee of the Board of Directors approved the cancellation of 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 consolidated statements of operations and comprehensive loss during the year ended December 31, 2023.

There were no PRSUs outstanding during the year ended December 31, 2024.

2020 Employee Stock Purchase Plan

Our 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 year ended December 31, 2024, 333,564 shares of common stock were purchased under the ESPP.

As of December 31, 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:

Year Ended December 31,

2022

2023

2024

Expected term (in years)

5.1 – 7.0

Expected volatility

47.58% – 52.96%

50.96% – 53.76%

50.32% – 67.85%

Risk-free interest rate

1.70% – 4.23%

3.45% – 4.86%

3.76% – 4.43%

Dividend yield

—%

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


	Year Ended December 31,
		2022	2023	2024
Expected term (in years)		0.5	0.5	0.5
Expected volatility		91.89% – 179.35%	97.74% – 131.05%	88.37% – 96.69%
Risk-free interest rate		0.72% – 3.13%	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 consolidated statements of operations and comprehensive loss for employees and nonemployees:


	Year Ended December 31,
		2022		2023		2024
Sales and marketing		$	11,354	$	8,166	$	11,705
Customer operations		9,355		10,683		7,038
Engineering and product development		72,169		110,381		70,786
General, administrative, and other		33,067		45,809		43,871
Total		$	125,945	$	175,039	$	133,400

Revenue - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Trailing fee liabilities	$ 4,600	$ 4,300
Receivables	48,233	40,490
Contract costs capitalized	2,500	2,700
Amortization of capitalized contracts cost	$ 3,200	3,200	$ 2,800
Loans on non-accrual status	120 days
Accrued interest income	$ 8,200	14,200
Financing Receivable, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration]	Financing receivable, after allowance for credit loss
Amounts received from borrowers for previously charged-off loan	$ 14,600	7,200	0
Warehouse credit facilities \| Revolving Credit Facility
Disaggregation of Revenue [Line Items]
Accrued interest	$ 0	0
HELOCs
Disaggregation of Revenue [Line Items]
Loans on non-accrual status	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	$ 11,500	8,100	27,700
Receivables	$ 19,000	19,500
Capitalized cost amortization term	3 years
Subscription fee
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 5,400	$ 3,800	$ 0

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 23,100	$ 23,100
Accumulated Amortization	(13,681)	(11,756)
Net Carrying Value	9,419	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	(4,281)	(3,139)
Net Carrying Value	$ 9,419	$ 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

Stockholders’ Equity - Schedule of Weighted-Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Options issued and outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum	50.32%	50.96%	47.58%
Expected volatility, maximum	67.85%	53.76%	52.96%
Risk free rate, minimum	3.76%	3.45%	1.70%
Risk free rate, maximum	4.43%	4.86%	4.23%
Dividend yield	0.00%	0.00%	0.00%
Options issued and outstanding \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 1 month 6 days	5 years 1 month 6 days	5 years 1 month 6 days
Options issued and outstanding \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	7 years	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
Expected volatility, minimum	88.37%	97.74%	91.89%
Expected volatility, maximum	96.69%	131.05%	179.35%
Risk free rate, minimum	5.04%	4.97%	0.72%
Risk free rate, maximum	5.30%	5.55%	3.13%
Dividend yield	0.00%	0.00%	0.00%

Goodwill and Intangible Assets - Schedule of Expected Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 1,142
2026	1,142
2027	1,142
2028	1,142
2029	1,142
Thereafter	3,709
Net Carrying Value	$ 9,419	$ 11,344

Balance Sheet Components - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Other Assets [Abstract]
Accrued payroll	$ 64,514	$ 30,161
Accrued expenses	37,781	28,099
Accounts payable	12,381	12,613
Beneficial interest liabilities (at fair value)	10,089	4,221
Trailing fee liability (at fair value)	4,614	4,251
Other liabilities	3,241	2,668
Loan servicing liabilities (at fair value)	1,180	2,038
Total accrued expenses and other liabilities	$ 133,800	$ 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	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Debt Activity [Roll Forward]
Principal balance of Notes outstanding as of December 31, 2023		$ 1,048,675
Issuance of Notes		913,440	$ 0	$ 0
Repurchases of 2026 Notes		(325,344)	0	$ 0
Principal balance of Notes outstanding as of December 31, 2024		1,425,984	1,048,675
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 December 31, 2024		1,230,379	$ 661,250
Convertible Debt \| 2029 Notes
Debt Activity [Roll Forward]
Issuance of Notes	$ 302,400	431,250
Convertible Debt \| 2030 Notes
Debt Activity [Roll Forward]
Issuance of Notes		500,000
Convertible Debt \| 2026 Notes
Debt Activity [Roll Forward]
Repurchases of 2026 Notes		$ (362,121)

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

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Revenue:

Revenue from fees, net

$ 635,466

$ 560,431

$ 907,272

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

Interest income

^[1]

186,360

168,996

105,580

Interest expense

^[1]

(40,433)

(34,894)

(10,843)

Fair value and other adjustments

^[1]

(144,865)

(180,971)

(159,565)

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

1,062

(46,869)

(64,828)

Total revenue

636,528

513,562

842,444

Operating expenses:

Sales and marketing

166,800

127,143

345,776

Customer operations

157,996

150,418

187,994

Engineering and product development

253,653

280,138

237,247

General, administrative, and other

230,935

212,388

185,290

Total operating expenses

809,384

770,087

956,307

Loss from operations

(172,856)

(256,525)

(113,863)

Other income, net

18,793

21,206

9,473

Expense on convertible notes

(7,694)

(4,706)

(4,684)

Gain on debt extinguishment

33,361

Net loss before income taxes

(128,396)

(240,025)

(109,074)

(Benefit) provision for income taxes

185

107

(409)

Net loss

$ (128,581)

$ (240,132)

$ (108,665)

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

$ (1.44)

$ (2.87)

$ (1.31)

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

$ (1.44)

$ (2.87)

$ (1.31)

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

89,450,038

83,765,896

82,771,268

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

89,450,038

83,765,896

82,771,268

[1]	Balances for the year ended December 31, 2023 and 2024 include amounts related to the consolidated securitization. Refer to “Note 2. Revenue” for details.

Segment Information - Reconciliation of Total Contribution Profit to Net Loss Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment, Reconciliation of Other Items from Segments to Consolidated [Line Items]
Sales and marketing, net of borrower acquisition costs	$ (166,800)	$ (127,143)	$ (345,776)
Customer operations, net of borrower verification and servicing costs	(157,996)	(150,418)	(187,994)
Engineering and product development	(253,653)	(280,138)	(237,247)
General, administrative, and other	(230,935)	(212,388)	(185,290)
Interest income, interest expense, and fair value adjustments, net	1,062	(46,869)	(64,828)
Other income, net	18,793	21,206	9,473
Expense on convertible notes	(7,694)	(4,706)	(4,684)
Gain on debt extinguishment	33,361	0	0
Net loss before income taxes	(128,396)	(240,025)	(109,074)
Personal Lending
Segment, Reconciliation of Other Items from Segments to Consolidated [Line Items]
Contribution Profit	402,110	366,942	477,342
Borrower acquisition costs	115,184	85,599	276,245
Borrower verification and servicing costs	108,014	99,906	139,478
Personal Lending \| Operating Segments
Segment, Reconciliation of Other Items from Segments to Consolidated [Line Items]
Contribution Profit	402,110	366,942	477,342
Other Contribution Profit/(Loss)	(20,577)	(13,648)	(30,591)
Sales and marketing, net of borrower acquisition costs	(41,783)	(36,626)	(43,063)
Customer operations, net of borrower verification and servicing costs	(29,080)	(33,798)	(30,186)
Engineering and product development	(253,653)	(280,138)	(237,247)
General, administrative, and other	(230,935)	(212,388)	(185,290)
Interest income, interest expense, and fair value adjustments, net	1,062	(46,869)	(64,828)
Other income, net	18,793	21,206	9,473
Expense on convertible notes	(7,694)	(4,706)	(4,684)
Gain on debt extinguishment	33,361	0	0
Net loss before income taxes	(128,396)	(240,025)	(109,074)
Borrower acquisition costs	125,000	90,500	302,700
Borrower verification and servicing costs	$ 128,900	$ 116,600	$ 157,800

Variable Interest Entities - Narrative (Details)
$ in Thousands

12 Months Ended

Jul. 06, 2023

USD ($)

Dec. 31, 2024

USD ($)

variable_interest_entity

Dec. 31, 2023

USD ($)

variable_interest_entity

Dec. 31, 2022

USD ($)

Variable Interest Entity [Line Items]

Net cash proceeds

$ 0

$ 165,318

$ 0

Number of VIEs whom exercised clean up calls | variable_interest_entity

Financing receivable, after allowance for credit loss

^[1]

$ 806,304

$ 1,156,413

Restricted cash

187,841

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

$ 22,100

$ 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 $102.9 million of loans, at fair value, contributed as collateral for the consolidated securitization as of December 31, 2023 and 2024, respectively. Refer to “Note 5. Fair Value Measurement” for details.

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

Dec. 31, 2024

Dec. 31, 2023

Financing Receivable, Past Due [Line Items]

Fair value

^[1]

$ 806,304

$ 1,156,413

Loans (at fair value)

Financing Receivable, Past Due [Line Items]

Outstanding principal balance

858,440

1,182,577

Net fair value and accrued interest adjustments

(52,136)

(26,164)

Fair value

806,304

1,156,413

Loans (at fair value) | Auto Loans

Financing Receivable, Past Due [Line Items]

Fair value

285,500

343,100

Loans (at fair value) | HELOCs

Financing Receivable, Past Due [Line Items]

Fair value

54,300

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

Financing Receivable, Past Due [Line Items]

Outstanding principal balance

11,236

15,310

Net fair value and accrued interest adjustments

(9,638)

(12,260)

Fair value

1,598

3,050

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

Financing Receivable, Past Due [Line Items]

Fair value

$ 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 $102.9 million of loans, at fair value, contributed as collateral for the consolidated securitization as of December 31, 2023 and 2024, respectively. Refer to “Note 5. 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

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+ Details

Balance Sheet Components - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Other Assets [Abstract]
Depreciation	$ 18.6	$ 20.6	$ 13.5
Capitalized internally developed software balances, net of accumulated amortization	31.0	31.3
Internally developed software impairment	$ 0.0	$ 2.6

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated events that have occurred through the filing date of this Annual Report on Form 10-K. Based on its evaluation, other than any items recorded or disclosed within the consolidated financial statements and related notes, the Company has determined no subsequent events were required to be recognized or disclosed.

Income Taxes - Schedule of Effective Tax Rates (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
(Benefit) provision for income taxes	$ 185	$ 107	$ (409)

- Definition

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

+ References

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+ Details

Fair Value Measurement - Schedule of Sensitivity Analysis of Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of beneficial interest assets	$ 176,848	$ 41,012
Expected prepayment rates
Beneficial interest liabilities	10,100	4,200
Beneficial Interests
Expected credit rate spreads on underlying loans
10% adverse change	4,720	5,606
20% adverse change	10,259	11,217
Loans Held For Sale And Investment
Discount rates
100 basis point increase	(9,048)	(11,680)
200 basis point increase	(17,881)	(23,127)
Expected credit loss rates on underlying loans
10% adverse change	(9,135)	(12,453)
20% adverse change	(18,129)	(24,979)
Expected prepayment rates
10% adverse change	(1,899)	(1,884)
20% adverse change	(3,783)	(3,756)
Loans Held in Consolidated Securitization
Discount rates
100 basis point increase	(1,144)	(2,413)
200 basis point increase	(2,269)	(4,785)
Expected credit loss rates on underlying loans
10% adverse change	(1,799)	(2,669)
20% adverse change	(3,577)	(5,227)
Expected prepayment rates
10% adverse change	(774)	(1,625)
20% adverse change	(1,521)	(3,234)
Beneficial Interests
Discount rates
100 basis point increase	(3,247)	(1,240)
200 basis point increase	(6,384)	(2,431)
Expected credit loss rates on underlying loans
10% adverse change	(44,356)	(9,059)
20% adverse change	(89,605)	(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	806,304	1,156,413
Fair value of beneficial interest assets	176,848	41,012
Expected prepayment rates
Beneficial interest liabilities	10,089	4,221
Fair Value, Inputs, Level 3 \| Beneficial Interests
Expected prepayment rates
Beneficial interest liabilities	10,089	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	703,355	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	$ 102,949	$ 179,071

Description of Business and Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, its wholly-owned subsidiaries, and consolidated VIEs. All intercompany accounts and transactions have been eliminated. The Company’s functional and reporting currency is the U.S. dollar.
Consolidation	Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, its wholly-owned subsidiaries, and consolidated VIEs. All intercompany accounts and transactions have been eliminated. The Company’s functional and reporting currency is the U.S. dollar. 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.
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 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 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 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 year presentation.
Use of Estimates	Use of Estimates The preparation of the 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying 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 and acquired intangible assets. 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 years.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consists of deposits held with financial institutions in checking and interest-bearing deposit accounts as well as money market accounts. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Restricted cash primarily consists of deposit accounts that are held in our custody but restricted for regulatory or legal purposes. Restricted cash includes fiduciary funds received from borrowers for interest and principal applied to loans as part of loan servicing, but not yet distributed to institutional investors as well as collateral provided by institutional investors in relation to loan purchases. Restricted cash also consists of collateral for a letter of credit required under an operating lease agreement, cash received from borrowers for interest and principal applied to loans pledged to warehouse credit facilities, but not yet distributed to the Company, and cash balances restricted in connection with committed capital and other co-investment agreements.
Fair Value Measurement	Fair Value Measurement Assets and liabilities recorded at fair value on a recurring basis on the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The price used to measure fair value is not adjusted for transaction costs. The principal market is the market in which the Company would sell or transfer the asset with the greatest volume and level of activity for the asset. In determining the principal market for an asset or liability, it is assumed that the Company has access to the market as of the measurement date. If no market for the asset exists, or if the Company does not have access to the principal market, a hypothetical market is used. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1—Unadjusted quoted market prices in active markets for identical assets or liabilities; Level 2— Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3— Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis include loans, line of credit receivable, notes receivable and residual certificates, loan servicing assets and liabilities, derivatives, beneficial interests, payable to securitization note holders, and trailing fee liabilities. When developing fair value measurements, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. However, for certain instruments, the Company must utilize unobservable inputs in determining fair value due to the lack of observable inputs in the market, which requires greater judgment in measuring fair value. In instances where there is limited or no observable market data, fair value measurements for assets and liabilities are based primarily upon the Company’s own estimates, and the measurements reflect information and assumptions that management believes a market participant would use in pricing the asset or liability.
Financial Instruments not Measured at Fair Value	Financial Instruments not Measured at Fair Value The Company’s financial instruments not measured at fair value consist primarily of cash and cash equivalents, restricted cash, and other assets (excluding certain financial instruments, which are measured at fair value, such as line of credit receivable, loan servicing assets, interest rate caps, notes receivable and residual certificates), accounts payable, payable to investors, and other liabilities (excluding certain financial instruments, such as loan servicing liabilities, beneficial interest liabilities, and trailing fee liabilities which are measured at fair value). Payable to investors includes amounts of loan repayments not yet distributed to institutional investors, as well as amounts received from institutional investors but not yet invested directly in whole loans. The carrying values of these financial instruments approximates their respective fair values due to their short-term nature. Borrowings are presented at par, net of debt issuance costs that are amortized over the contractual term using the effective interest method, with accrued interest included as part of accrued expenses and other liabilities on the consolidated balance sheets. The carrying value of borrowings associated with the warehouse credit facilities approximates the fair value due to their relatively short maturities.
Variable Interest Entities and Consolidated Securitization	Variable Interest Entities A legal entity is considered a VIE if it has either a total equity investment that is insufficient to finance its operations without additional subordinated financial support or whose equity holders lack the characteristics of a controlling financial interest. The Company’s variable interests arise from contractual, ownership, or other monetary interests in the entity. The Company consolidates a VIE when it is deemed to be the primary beneficiary. The Company determines it is the primary beneficiary if it has the power to direct activities that most significantly impact the VIE’s economic performance and has the obligation to absorb losses or the right to receive benefits of the VIE that could be potentially significant to the VIE. The Company assesses whether or not it is the primary beneficiary of a VIE on an ongoing basis. Consolidated Securitization The Company elected the measurement alternative under Accounting Standards Codification (“ASC”) 810, Consolidation, and maximizes the use of observable inputs to estimate the fair value of the financial assets and liabilities of a consolidated securitization entity. Under the measurement alternative, the Company determined that the fair value of the liabilities, which consists of securitization notes and residual certificates issued by the entity, is based on more observable inputs than inputs used to determine the fair value of the assets, which consists of held-for-sale loans. Thus, the fair value of these loans is determined by the sum of the fair value of the related securitization notes and residual certificates. The fair value is corroborated with discounted cash flow that considers projected prepayments and historical defaults, losses and recoveries to project future losses and net cash flows on loans, discounted using an estimate of market rates of return. The value of residual certificates issued and retained by the Company is eliminated upon consolidation. Changes in the fair value of these assets and liabilities are included in the consolidated statements of operations and comprehensive loss. 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 4. 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 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 year ended December 31, 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 year ended December 31, 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 consolidated financial statements of the Company for the years presented. The Company’s maximum exposure to loss from its involvement with unconsolidated VIEs represents the value of securities retained and cash deposits made under the risk retention requirements for the related securitizations and estimates the 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 $22.1 million of securitization notes and residual certificates that are carried at fair value and included in other assets on the consolidated balance sheets as of December 31, 2023 and 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 consolidated balance sheets as of December 31, 2023 and 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 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.
Transfer of Financial Assets	Transfer of Financial Assets Upstart-powered loans originated by lending partners are either retained by the lending partners, purchased by the Company and immediately sold to institutional investors under loan sale agreements, or purchased and held by the Company for a period of time before being sold to third-party investors, or held to maturity by the Company for the primary purpose of product research and development. Loans held on the Company’s consolidated balance sheets are classified as either held-for-investment or held-for-sale, and loans purchased for immediate resale to third-party investors are classified as held-for-sale. Immediate loan resales to institutional investors are accounted for as transfers of financial assets when the Company surrenders control of these loan assets. These sales typically occur shortly after the origination of the loans by the lending partner and the Company’s subsequent acquisition of the loans from the originating lending partner. Loans sold to institutional investors are derecognized from the Company’s consolidated balance sheets at the time of sale in accordance with the ASC 860, Transfers and Servicing. The Company records an asset or a liability at fair value for its estimated post-sale servicing arrangements.
Loan Servicing Assets and Liabilities	Loan Servicing Assets and Liabilities Loan servicing assets and liabilities are recognized at fair value when the Company transfers loans, which qualify as sales under ASC 860 with servicing rights retained or when the Company enters into servicing agreements with lending partners who retain Upstart-powered loans. A loan servicing asset or liability exists depending on whether the revenue from servicing is expected to more than adequately compensate the Company for carrying out its servicing obligations. Loan servicing assets and liabilities are recorded in other assets and accrued expenses and other liabilities, respectively, in the consolidated balance sheets, with changes in fair value recorded in servicing revenue, net, which is part of revenue from fees, net in the consolidated statements of operations and comprehensive loss.
Property, Equipment, and Software, Net	Property, Equipment, and Software, Net Property, equipment, and software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the assets, which are generally three years for internally developed software, computer and networking equipment, and furniture and fixtures. Leasehold improvements are depreciated over the shorter of the remaining lease term or the estimated useful life.
Internally Developed Software	Internally developed software is capitalized upon completion of the preliminary project stage, when it becomes probable that the project will be completed, and the software will be used as intended. Capitalized costs primarily consist of salaries and payroll related costs for employees directly involved in development efforts. Costs related to the preliminary project stage and activities occurring after the implementation of the software are expensed as incurred. Costs incurred for software upgrades are capitalized if they result in additional functionalities or substantial enhancements.
Impairment of Long-Lived Assets	The Company evaluates its long-lived assets for potential impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When such an event occurs the carrying amount of the asset is reduced to its estimated fair value.
Leases	Leases The Company determines if an arrangement is or contains a lease at inception. Operating leases are recorded on the consolidated balance sheets with right-of-use assets representing the right to use the underlying asset and lease liabilities representing the obligation to make lease payments. Right-of-use assets (“ROU”) and lease liabilities are recognized at lease commencement primarily based on the present value of lease payments over the lease term, and as necessary, at modification. The operating lease ROU assets also include any initial direct costs, lease payments made prior to lease commencement, and lease incentives received. Variable lease payments are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. The Company’s lease terms are the non-cancelable period including any rent-free periods provided by the lessor and may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. Lease costs for lease payments are recognized on a straight-line basis over the lease term. As the rate implicit on the Company’s leases is not readily determinable, the Company uses its secured incremental borrowing rate to determine the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and in a similar economic environment. The Company has elected not to separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has immaterial leases with a term of 12 months or less.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its contracts and financial instruments to determine if these contracts and instruments or their parts meet the definition of derivatives in accordance with the requirements of ASC 815, Derivatives and Hedging. Derivatives are recorded on the consolidated balance sheets at fair value with changes in the value recorded in earnings on the consolidated statements of operations and comprehensive loss, and are reported within the net cash used in operating activities in the consolidated statements of cash flows. The Company uses derivative financial instruments to manage risks related to our ongoing business operations, including managing interest rates on our warehouse facilities. The Company does not employ derivatives for trading or speculative purposes and has no derivatives classified as accounting hedges.
Beneficial Interests	Beneficial Interests Beneficial interests represent the Company’s right to receive cash payments from or an obligation to make cash payments to certain institutional investors and lending partners based on the credit performance of the underlying loan portfolios. The Company evaluates these arrangements to determine if they or their components meet the characteristics of derivative financial instruments. 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. These arrangements meet the definition of derivatives under ASC 815, Derivatives and Hedging, and are measured at their fair value. Under other arrangements, the Company makes an initial investment and is entitled to a portion of cash flows from repayments received over time on the underlying loan portfolios sold under theses arrangements. These cash flows vary depending on the demonstrated credit performance relative to our expectations. These arrangements are debt-like financial instruments with embedded derivatives related to the variability of demonstrated credit performance of underlying loan portfolios against initial expectations. The Company elected to account for these hybrid instruments at fair value under ASC 825, Financial Instruments. For all arrangements, changes in fair value and other adjustments are recognized on the consolidated statements of operations and comprehensive loss.
Non-marketable Equity Security	Non-marketable Equity Securities The Company’s strategic investments consists of non-marketable equity securities on the consolidated balance sheets which are investments in privately held companies. Non-marketable equity securities do not have a readily determinable fair value and are measured by the Company at cost less impairment, if any, and adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer (the “measurement alternative”). Gains and losses on the investment, realized and unrealized, are recognized in other income (expense), net on our consolidated statements of operations and comprehensive loss and a new carrying value is established for the investment upon such recognition of the gains and losses. There have been no unrealized or realized gains and losses or impairments related to the non-marketable equity securities accounted for under the measurement alternative for the years presented. The determination of whether an orderly transaction is for an identical or similar investment requires significant management judgment. In its evaluation, the Company considers factors such as differences in the rights and preferences of the investment and the extent to which those differences would affect the fair value of the investment. In the event the Company identifies an observable price change from an orderly transaction for an identical or similar investment of the same issuer, the Company must estimate the fair value of its strategic investments using the most recent data available. The Company’s impairment analysis encompasses an assessment of both qualitative and quantitative factors.
Business Combinations	Business Combinations The Company accounts for business combinations using the acquisition method of accounting which requires the fair values of assets acquired and liabilities assumed to be recognized in the consolidated financial statements. Assets acquired and liabilities assumed in a business combination are recognized at their estimated fair value as of the acquisition date. The excess purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. The allocation of fair values may be subject to adjustment after the initial allocation for up to a one-year period, with the corresponding offset to goodwill. Acquisition-related costs, such as legal and consulting fees, are recognized separately from the business combination and are expensed as incurred.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired. Goodwill is reviewed for impairment annually, or more frequently if an event or a change in circumstances indicates that goodwill may be impaired. We first assess qualitative factors to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value. Examples of qualitative factors include, but are not limited to, a significant adverse change in legal factors or in the business climate, a significant decline in our stock price, a significant decline in our projected revenue or cash flows, or the presence of other indicators that would indicate a reduction in the fair value of a reporting unit. If the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative test is performed. We perform a quantitative goodwill impairment test by determining the fair value of the reporting unit and comparing it to the carrying value of the reporting unit. If the fair value of the reporting unit is greater than the reporting unit’s carrying value, then the carrying value of the reporting unit is deemed to be recoverable. If the carrying value of the reporting unit is greater than the reporting unit’s fair value, goodwill is impaired and written down to the reporting unit’s fair value. Acquired intangible assets are recorded at fair value on the date of acquisition and amortized on a straight-line basis over their estimated useful lives. Acquired intangible assets are presented net of accumulated amortization on the consolidated balance sheets. The Company reviews the carrying amounts of intangible assets for impairment whenever an event or change in circumstances indicates that the carrying amount of the assets may not be recoverable. We measure the recoverability of intangible assets by comparing the carrying amount of each asset to the future undiscounted cash flows we expect the asset to generate. Impairment is measured by the amount in which the carrying value of the asset exceeds its fair value. In addition, we periodically evaluate the estimated remaining useful lives of long-lived intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization.
Revenue Recognition	Revenue Recognition The Company’s revenue consists of two components: revenue from fees, net and interest income, interest expense, and fair value adjustments, net. The revenue from fees, net line item on the consolidated statements of operations and comprehensive loss is primarily comprised of platform and referral fees, net, which are recognized in accordance with ASC 606, Revenue from Contracts with Customers, and servicing and other fees, net, which are accounted for under ASC 860, Transfers and Servicing.
Operating Expenses	Operating Expenses Sales and Marketing Sales and marketing expenses primarily consist of costs incurred across various advertising channels, including expenses for partnerships with third-parties providing borrower referrals, direct mail and digital advertising campaigns, as well as other expenses associated with building overall brand awareness and experiential marketing costs. Sales and marketing expenses also include payroll and other personnel-related costs, including stock-based compensation expense, for related teams. These costs are recognized in the period incurred. Customer Operations Customer operations expenses include payroll and other personnel-related expenses, including stock-based compensation expense, for personnel engaged in onboarding, loan servicing, customer support and other related operational teams. These costs also include costs of third-party collection agencies and other systems and tools the Company uses as part of information verification, fraud detection, and payment processing activities. These costs are recognized in the period incurred. Engineering and Product Development Engineering and product development expenses primarily consist of payroll and other employee-related expenses, including stock-based compensation expenses, for the engineering and product development teams as well as the costs of systems and tools used by these teams. These costs are recognized in the period incurred. General, Administrative, and Other General, administrative, and other expenses consist primarily of payroll and other employee-related expenses, including stock-based compensation expense for legal and compliance, finance and accounting, human resources and facilities teams, as well as depreciation and amortization of property, equipment and software, professional services fees, facilities and travel expenses. These costs are recognized in the period incurred.
Stock-Based Compensation	Stock-Based Compensation The Company issues stock options and restricted stock units (“RSUs”) to employees and non-employees, including directors and third-party service providers, and employee stock purchase rights granted under the Company’s employee stock purchase plan (“ESPP”). The Company also had previously granted performance-based restricted stock units (“PRSUs”). Stock options and employee stock purchase rights granted under the ESPP are initially measured at fair value at the date of grant using the Black-Scholes option-pricing model. RSUs and restricted stock are measured at the fair market value of our common stock at the grant date. PRSUs are initially measured at fair value using a Monte Carlo simulation model. Stock-based compensation expenses are recognized based on their respective grant-date fair values. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from initial estimates. Stock-based compensation expense is recorded net of estimated forfeitures, such that the expense is recorded only for those awards that are expected to vest.
Other Income, Net	Other Income, Net Other income, net primarily consists of dividend income earned by the Company on its unrestricted cash and cash equivalents balance which is recognized in the period earned.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance may be established to reduce the deferred tax asset to the level at which it is “more likely than not” that the tax asset or benefits will be realized. Realization of tax benefits of deductible temporary differences and operating loss carryforwards depends on having sufficient taxable income of an appropriate character within the carryback or carryforward periods. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon review by the taxing authority. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
Net Loss Per Share	Net Loss Per Share The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the year to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the year had been distributed. Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the year. Diluted net loss per share is the amount of net loss available to each share of common stock outstanding during the reporting year, adjusted to include the effect of potentially dilutive common shares. Potentially dilutive common shares include incremental shares issued for stock options, unvested RSUs, purchase rights committed under the ESPP, and convertible debt. The calculation of diluted net loss per share excludes all anti-dilutive common shares. For years 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.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. 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 and provide new segment disclosure requirements for entities with a single reportable segment. The Company adopted this guidance effective for its 2024 Annual Report on Form 10-K and has made the required disclosures. Refer to “Note 15. Segment Information” for these disclosures. Recently Issued Accounting Pronouncements 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 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 on its consolidated financial statements and related disclosures. 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 consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The amendments in this update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This ASU is effective for annual reporting periods beginning after December 15, 2025 with early adoption permitted. The Company is currently evaluating the impact of these amendments to its consolidated financial statements and related disclosures.

Reorganization Expenses	12 Months Ended
Reorganization Expenses	Dec. 31, 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 year ended December 31, 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 year ended December 31, 2023. These reorganization costs are reported in the relevant operating expense category on the 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 13% during the year ended December 31, 2024. In relation to these initiatives, the Company incurred $4.4 million in charges related to severance payments, employee benefits and associated taxes during the year ended December 31, 2024. These reorganization costs are reported in the relevant operating expense category on the consolidated statements of operations and comprehensive loss. As of December 31, 2024, the Company has made all cash payments to impacted employees.

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

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Cash flows from operating activities

Net loss

$ (128,581)

$ (240,132)

$ (108,665)

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

Change in fair value of loans

125,002

190,320

170,841

Change in fair value of servicing assets

16,490

22,171

12,962

Change in fair value of servicing liabilities

(1,246)

(2,013)

(7,114)

Change in fair value of beneficial interest assets

5,151

21,672

Change in fair value of beneficial interest liabilities

12,568

4,817

Change in fair value of other financial instruments

4,130

(2,145)

(7,811)

Stock-based compensation

133,400

175,039

125,945

Gain on loan servicing rights, net

(15,449)

(13,713)

(28,739)

Gain on debt extinguishment

(33,361)

Depreciation and amortization

20,549

24,903

13,513

Loan premium amortization

(17,021)

(3,869)

Non-cash interest expense and other

3,217

3,057

3,047

Net changes in operating assets and liabilities:

Purchases of loans held-for-sale

(4,309,268)

(3,006,510)

(7,807,429)

Proceeds from sale of loans held-for-sale

4,101,937

2,514,627

6,828,617

Principal payments received for loans held-for-sale

192,889

189,746

152,018

Principal payments received for loans held by consolidated securitization

47,997

24,832

Payments on beneficial interest liabilities

(6,700)

(596)

Other assets

(8,690)

(8,932)

4,173

Operating lease liability and right-of-use asset

(807)

(6,822)

10,204

Payable to investors for beneficial interest assets

^[1]

5,792

Accrued expenses and other liabilities

44,124

(3,956)

(19,422)

Net cash provided by (used in) operating activities

186,331

(111,712)

(657,860)

Cash flows from investing activities

Purchases and originations of loans held-for-investment

(323,096)

(157,223)

(149,298)

Proceeds from sale of loans held-for-investment

972

14,289

Principal payments received for loans held-for-investment

145,266

102,446

43,311

Principal payments received for notes receivable and repayments of residual certificates

5,917

4,328

6,736

Settlements of beneficial interest assets

(4,469)

Purchases of property and equipment

(837)

(1,527)

(8,825)

Capitalized software costs

(9,153)

(10,559)

(14,088)

Acquisition of beneficial interest assets

(63,284)

(56,892)

Proceeds from beneficial interest assets

11,930

Purchases of non-marketable equity securities

(1,250)

Purchase of certificates of deposit

(5,000)

Net cash used in investing activities

(237,726)

(118,455)

(114,125)

Cash flows from financing activities

Proceeds from warehouse borrowings

387,281

626,910

688,813

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

913,440

Payment of debt issuance costs to third party

(3,945)

Repayments of warehouse borrowings

(357,352)

(575,937)

(400,898)

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

(55,368)

(23,320)

Payable to investors

^[1]

12,385

(48,781)

(16,821)

Proceeds from issuance of securitization notes

165,318

Proceeds from issuance of common stock under employee stock purchase plan

7,685

8,431

7,662

Proceeds from exercise of stock options

21,414

12,881

12,354

(22)

(15)

(16)

Repurchases of common stock

(177,883)

Net cash provided by financing activities

559,871

165,487

113,211

Change in cash, cash equivalents and restricted cash

508,476

(64,680)

(658,774)

Supplemental disclosures of cash flow information

Cash paid for interest

43,119

36,547

12,473

Cash (received) paid for income taxes, net

258

(658)

328

Supplemental disclosures of non-cash investing and financing activities

Settlement of borrowings in connection with loan sale

221,749

Securities retained under unconsolidated securitization transaction

13,001

13,172

4,680

Beneficial interests obtained in connection with loan sale

90,565

Capitalized stock-based compensation expense

4,320

6,666

5,960

Issuance costs of new convertible notes

(443)

Issuance of line of credit receivable

(54,780)

Securities retained under consolidated securitization transaction

44,763

Beneficial interest assets included in payable to investors

5,792

Cash and Restricted Cash

Cash and cash equivalents

788,422

368,405

Restricted cash

187,841

99,382

Total cash, cash equivalents and restricted cash

$ 976,263

$ 467,787

$ 532,467

[1]	During the year ended December 31, 2024, the Company elected to change the presentation of changes in the payable to investors balance on the consolidated statement of cash flows, refer to “Note 1. Description of Business and Significant Accounting Policies” for further details.

Revenue

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue

Revenue from Fees, Net

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


	Year Ended December 31,
		2022		2023		2024
Revenue from fees, net:
Platform and referral fees, net		$	732,237	$	414,120	$	502,411
Servicing and other fees, net		175,035		146,311		133,055
Total revenue from fees, net		$	907,272	$	560,431	$	635,466

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 refinance 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 consolidated statements of operations and comprehensive loss. The Company recognized $27.7 million, $8.1 million, and $11.5 million of loan premium fees and loan trailing fees as contra-revenue within platform and referral fees, net during the years ended December 31, 2022, 2023 and 2024, respectively.

The Company recognized $4.3 million and $4.6 million of loan trailing fee liability as of December 31, 2023 and 2024, which is recorded at fair value and included within accrued expenses and other liabilities on the Company’s consolidated balance sheets. Refer to “Note 5. 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 consolidated statements of operations and comprehensive loss. The Company recognized an immaterial amount, $3.8 million, and $5.4 million of subscription fee revenue for the years ended December 31, 2022, 2023 and 2024, respectively.

The Company had $19.5 million and $19.0 million of accounts receivable that are included in other assets on the consolidated balance sheets related to contracts with customers as of December 31, 2023 and 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 years 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 2024, the Company had $2.7 million and $2.5 million of contract costs, respectively, capitalized within other assets on the consolidated balance sheets. During the years ended December 31, 2022, 2023 and 2024, the Company recognized an amortization expense of $2.8 million, $3.2 million, and an $3.2 million, respectively, of capitalized contracts costs to sales and marketing in the consolidated statements of operations and comprehensive loss for the years presented.

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


	Year Ended December 31,
		2022	2023	2024
Customer A		28%	23%	27%
Customer B		45%	29%	26%
Customer C		*	*	10%
Customer D		*	11%	*

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

December 31,

2023

2024

Customer E

15%

Customer B

11%

Customer D

15%

* Less than 10%

Servicing and Other Fees, Net

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

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

Servicing and other fees, net also includes gains and losses on assets and liabilities recognized under loan servicing arrangements for loans retained by lending partners or loans sold to institutional investors. Such gains or losses are recognized based on whether the benefits of servicing are expected to be more or less than adequate compensation for servicing obligations performed by the Company. Servicing fees also include changes in fair value of loan servicing assets and liabilities. Refer to “Note 5. 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 consolidated statements of operations and comprehensive loss:


	Year Ended December 31,
		2022		2023		2024
Servicing fees		$	115,742	$	107,008	$	89,323
Borrower fees		25,208		29,139		26,444
Collection agency fees		10,519		15,865		16,405
Other fees		675		743		677
Net gain (loss) on servicing rights and fair value adjustments		22,891		(6,444)		206
Total servicing and other fees, net		$	175,035	$	146,311	$	133,055

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 consolidated statements of operations and comprehensive loss:


	Year Ended December 31,
		2022		2023		2024

Interest income(1)		$	105,580	$	168,996	$	186,360
Interest expense(1)		(10,843)		(34,894)		(40,433)
Fair value and other adjustments, net:
Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net(1)		(101,422)		(130,440)		(111,175)
Realized loss on sale of loans, net		(58,143)		(24,042)		(15,983)
Fair value adjustments and realized losses on beneficial interests, net		—		(26,489)		(17,707)
Total fair value and other adjustments, net		(159,565)		(180,971)		(144,865)

Total interest income, interest expense, and fair value adjustments, net		$	(64,828)	$	(46,869)	$	1,062

__________

(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:


	Year Ended December 31,
		2022		2023		2024
Interest income, interest expense, and fair value adjustments, net related to consolidated securitization:
Interest income		$	—	$	19,697	$	28,968
Interest expense		—		(6,733)		(9,598)

Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net		—		(5,496)		(29,396)



Total interest income, interest expense, and fair value adjustments, net		$	—	$	7,468	$	(10,026)

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 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 charged off and do not accrue interest. The Company does not record an allowance for credit losses on accrued interest receivable. As of December 31, 2023 and 2024, the Company has recorded $14.2 million and $8.2 million of accrued interest income in loans on the consolidated balance sheets, respectively. Accrued interest income on the line of credit receivable was immaterial as of December 31, 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. Interest expense also includes changes in fair value of the interest rate caps. Refer to “Note 9. Interest Rate Cap Arrangements” for additional information. Accrued interest expenses for the warehouses were immaterial as of December 31, 2023 and 2024.

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 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 5. 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 consolidated balance sheets. These amounts are recognized in the period when amounts are received. Amounts received from borrowers for previously charged-off loans were immaterial,$7.2 million, and $14.6 million for the years ended December 31, 2022, 2023 and 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
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-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

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Schedule of Net Loss Per Share


	Years Ended December 31,
		2022		2023		2024
Numerator:
Net loss		$	(108,665)	$	(240,132)	$	(128,581)






Denominator:
Weighted-average common shares outstanding used to calculate net loss per share, basic		82,771,268		83,765,896		89,450,038

Weighted-average common shares outstanding used to calculate net loss per share, diluted		82,771,268		83,765,896		89,450,038

Net loss per share, basic		$	(1.31)	$	(2.87)	$	(1.44)
Net loss per share, diluted		$	(1.31)	$	(2.87)	$	(1.44)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Year Ended December 31,
		2022	2023	2024

Options to purchase common stock		12,547,010	12,617,254	10,709,898
Unvested RSUs		6,046,796	5,534,394	3,703,631
Unvested PRSUs		687,500	—	—
Purchase rights committed under the ESPP		101,397	184,447	163,228

Convertible debt		2,318,078	2,318,078	15,929,353

Total		21,700,781	20,654,173	30,506,110

Fair Value Measurement - Schedule of Fair Value of classes of Loans Held by the Company (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans held in consolidated securitization	$ 102,900	$ 179,100
Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans held-for-sale	405,812	830,574
Loans held-for-investment	297,543	146,768
Loans held in consolidated securitization	102,949	179,071
Total assets	$ 806,304	$ 1,156,413

Segment Information - Contribution Profit for the Company's Unsecured Lending Segment (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment	3
Number of reportable segments \| segment	1
Segment, Reconciliation of Other Items from Segments to Consolidated [Line Items]
Revenue from fees, net	$ 635,466	$ 560,431	$ 907,272
Personal Lending
Segment, Reconciliation of Other Items from Segments to Consolidated [Line Items]
Revenue from fees, net	625,308	552,447	893,065
Borrower acquisition costs	(115,184)	(85,599)	(276,245)
Borrower verification and servicing costs	(108,014)	(99,906)	(139,478)
Contribution Profit	$ 402,110	$ 366,942	$ 477,342

Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current:
Federal	$ 0	$ 0	$ 0
State	185	107	174
Total current tax expense	185	107	174
Deferred:
Federal	0	0	41
State	0	0	(624)
Total deferred tax expense	0	0	(583)
Total (benefit) provision for income taxes	$ 185	$ 107	$ (409)

- Definition

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

+ References

+ Details

Beneficial Interests - Schedule of Beneficial Interest Assets and Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Beneficial Interest [Line Items]
Unpaid principal balance, asset	$ 4,157,750	$ 958,870
Fair value, asset	176,848	41,012
Fair value, liability	10,100	4,200
Derivatives
Schedule Of Beneficial Interest [Line Items]
Unpaid principal balance, liability	1,091,538	769,102
Fair value, liability	10,089	4,221
Hybrid Instruments
Schedule Of Beneficial Interest [Line Items]
Unpaid principal balance, asset	2,214,535	958,870
Fair value, asset	168,091	41,012
Derivatives
Schedule Of Beneficial Interest [Line Items]
Unpaid principal balance, asset	1,943,215	0
Fair value, asset	8,757	0
Beneficial interests
Schedule Of Beneficial Interest [Line Items]
Fair value adjustments and realized losses on beneficial interests, net	$ (17,707)	$ (26,489)	$ 0

Insider Trading Arrangements	3 Months Ended	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2024 shares	Dec. 31, 2024 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Terminated	false
Scott Darling [Member]
Trading Arrangements, by Individual
Arrangement Duration	275 days
Natalia Mirgorodskaya [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Name and title of officer: Natalia Mirgorodskaya, Chief Accounting Officer Date of adoption: November 25, 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 22,203 shares, plus any additional shares to be received upon the vesting of restricted stock units to occur on various dates within the duration of the trading arrangement, net of shares withheld to cover tax obligations upon the vesting.
Name	Natalia Mirgorodskaya
Title	Chief Accounting Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	November 25, 2024
Expiration Date	August 29, 2025
Arrangement Duration	277 days
Aggregate Available	22,203	22,203
Hilliard C. Terry III [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Name of director: Hilliard C. Terry III Date of adoption: November 26, 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 60,000 shares.
Name	Hilliard C. Terry III
Title	director
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	November 26, 2024
Expiration Date	August 29, 2025
Arrangement Duration	276 days
Aggregate Available	60,000	60,000
Scott Darling, Adopted Plan, November 2024 [Member] \| Scott Darling [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Name and title of officer: Scott Darling, Chief Legal Officer Date of adoption: November 27, 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 90,740 shares, plus any additional shares to be received upon the vesting of restricted stock units to occur on various dates within the duration of the trading arrangement, net of shares withheld to cover tax obligations upon the vesting, plus any shares purchased under the ESPP
Name	Scott Darling
Title	Chief Legal Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	November 27, 2024
Expiration Date	August 29, 2025
Aggregate Available	90,740	90,740
Scott Darling, Terminated Plan, November 2024 [Member] \| Scott Darling [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Name and title of officer: Scott Darling, Chief Legal Officer Date of termination: November 25, 2024 Duration of the trading arrangement: Through May 30, 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 257,877 shares, plus any additional shares to be received upon the vesting of restricted stock units to occur on various dates within the duration of the trading arrangement, net of shares withheld to cover tax obligations upon the vesting, plus any shares purchased under the ESPP.
Name	Scott Darling
Title	Chief Legal Officer
Rule 10b5-1 Arrangement Terminated	true
Termination Date	November 25, 2024
Aggregate Available	257,877	257,877

Revenue - Schedule of Customers Accounting for Greater Than 10% of Accounts Receivable (Details) - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Customer A \| Revenue Benchmark
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	27.00%	23.00%	28.00%
Customer B \| Revenue Benchmark
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	26.00%	29.00%	45.00%
Customer B \| Accounts Receivable
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)		11.00%
Customer C \| Revenue Benchmark
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	10.00%
Customer D \| Revenue Benchmark
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)		11.00%
Customer D \| Accounts Receivable
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)		15.00%
Customer E \| Accounts Receivable
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	15.00%

Segment Information

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Segment Information

The Company’s organization and management structure is designed to support development of different lending product offerings, which are grouped into three operating segments - Personal Lending (unsecured personal loans and small dollar loans), Auto Lending (auto refinance and auto retail loans), and Other (HELOCs and other). These operating segments are separately managed and evaluated by the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer, who allocates resources and assesses performance at this level. The Company has determined that only one operating segment, Personal Lending, meets the definition of a reportable segment.

The Company generates all its revenue in the U.S. and a majority is earned in exchange for the use of the Company’s platform and for borrower referrals as well as for loan servicing activities provided to its lending partners and institutional investors. Refer to Note 2. Revenue for further information related to the Company's disaggregation of revenue from fees by type of service.

Contribution Profit is the primary measure of segment profit and loss reviewed by the CODM to assess business performance and strategy, prepare the Company’s annual operating budget and financial forecasts, and communicate with the Company’s Board of Directors concerning the Company’s financial performance. To derive Contribution Profit, the Company subtracts the sum of borrower acquisition costs as well as borrower verification and servicing costs from revenue from fees, net.

The following table presents financial information, including Contribution Profit, for the Company’s Personal Lending segment (1):


	Year Ended December 31,
	2022		2023		2024
Personal Lending
Revenue from fees, net	$	893,065	$	552,447	$	625,308
Borrower acquisition costs(2)	(276,245)		(85,599)		(115,184)
Borrower verification and servicing costs(3)	(139,478)		(99,906)		(108,014)

Contribution Profit for Personal Lending	$	477,342	$	366,942	$	402,110

_______

(1)Personal Lending includes unsecured personal loans and small dollar loans. It does not include Auto Lending and Other operating segments as these did not meet the separate reporting or aggregation criteria under GAAP.

(2)Borrower acquisition costs consist of the Company’s sales and marketing expenses adjusted to exclude costs not directly attributable to attracting a new borrower, such as payroll-related expenses for the Company’s business development and marketing teams, as well as other operational, brand awareness and marketing activities. These costs do not include reorganization expenses.

(3)Borrower verification and servicing costs consist of payroll and other personnel-related expenses for personnel engaged in loan onboarding, verification and servicing, as well as servicing system costs. It excludes payroll and personnel-related expenses and stock-based compensation for certain members of the Company’s customer operations team whose work is not directly attributable to onboarding and servicing loans. These costs do not include reorganization expenses.

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


	Year Ended December 31,
	2022		2023		2024

Contribution Profit:
Personal Lending	$	477,342	$	366,942	$	402,110


Reconciling items:
Other Contribution Profit/(Loss)(1)	(30,591)		(13,648)		(20,577)

Sales and marketing, net of borrower acquisition costs(2)	(43,063)		(36,626)		(41,783)
Customer operations, net of borrower verification and servicing costs(3)	(30,186)		(33,798)		(29,080)
Engineering and product development	(237,247)		(280,138)		(253,653)
General, administrative, and other	(185,290)		(212,388)		(230,935)
Interest income, interest expense, and fair value adjustments, net	(64,828)		(46,869)		1,062
Other income, net	9,473		21,206		18,793
Expense on convertible notes	(4,684)		(4,706)		(7,694)
Gain on debt extinguishment	—		—		33,361
Net loss before income taxes	$	(109,074)	$	(240,025)	$	(128,396)

_________

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

(2)Borrower acquisition costs were $302.7 million, $90.5 million and $125.0 million for the years ended December 31, 2022, 2023 and 2024, respectively. Borrower acquisition costs consist of the Company’s sales and marketing expenses adjusted to exclude costs not directly attributable to attracting a new borrower, such as payroll-related expenses for the Company’s business development and marketing teams, as well as other operational, brand awareness and marketing activities. These costs do not include reorganization expenses.

(3)Borrower verification and servicing costs were $157.8 million, $116.6 million and $128.9 million for the years ended December 31, 2022, 2023 and 2024, respectively. Borrower verification and servicing costs consist of payroll and other personnel-related expenses for personnel engaged in loan onboarding, verification and servicing, as well as servicing system costs. It excludes payroll and personnel-related expenses and stock-based compensation for certain members of the Company’s customer operations team whose work is not directly attributable to onboarding and servicing loans. These costs do not include reorganization expenses.

The CODM does not evaluate operating segments using asset information and, accordingly, the Company does not report asset information by segment.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Stockholders’ Equity - Schedule of Reserved Shares of Common Stock for Issuance (Details) - shares	Dec. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Shares reserved of common stock for issuance (in shares)	25,508,855	27,468,577
2020 Equity Incentive Plan \| Common stock
Class of Stock [Line Items]
Shares reserved of common stock for issuance (in shares)	7,669,374	6,420,703
Options issued and outstanding
Class of Stock [Line Items]
Shares reserved of common stock for issuance (in shares)	10,709,898	12,617,254
Restricted stock units outstanding
Class of Stock [Line Items]
Shares reserved of common stock for issuance (in shares)	3,703,631	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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+ Details

Leases

12 Months Ended

Dec. 31, 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, 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, a letter of credit was issued on behalf of the Company for the benefit of the landlord. As of December 31, 2024 the letter of credit was $2.6 million. The letter of credit is secured by certificates of deposit which are included in restricted cash on the consolidated balance sheets.

Future minimum lease payments are as follows:


	December 31, 2024
2025	$	15,402
2026	15,850
2027	15,474
2028	6,143
2029	2,990

Total undiscounted lease payments	55,859

Less: Present value adjustment	(5,581)
Operating lease liabilities	$	50,278

The Company had immaterial finance lease expense during the year ended December 31, 2022 and 2023 and no finance lease expense during the year ended December 31, 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 years presented. Sublease income was immaterial during the years ended December 31, 2023 and 2024. The Company had no sublease income during the year ended December 31, 2022. Operating lease expense was as follows:


	Year Ended December 31,
		2022		2023		2024
Rent expense		$	15,916	$	15,766	$	14,198
Variable lease payments		$	3,696	$	4,067	$	3,776

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


	Year Ended December 31,
		2022		2023		2024
Cash paid for amounts included in the measurement of lease liabilities		$	11,084	$	22,014	$	14,396
Right-of-use assets capitalized		1,826		—		—
Adjustments to operating lease right-of-use assets due to modification and other reassessment events		$	—	$	(19,865)	$	—

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



	December 31, 2023	December 31, 2024
Weighted-average remaining lease term (in years)	4.56	3.60
Weighted-average discount rate	5.11%	5.22%

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible assets

Goodwill and Intangible Assets

Goodwill

During the year ended December 31, 2023 and 2024, there were no changes in the carrying amount of goodwill of $67.1 million on the Company’s 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 consolidated balance sheets. The gross and net carrying values and accumulated amortization are as follows:


	December 31, 2023						December 31, 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		(4,281)		9,419
Total intangible assets	$	23,100	$	(11,756)	$	11,344	$	23,100	$	(13,681)	$	9,419

Amortization expense was $4.3 million and $4.3 million for the years ended December 31, 2022 and 2023, respectively. The Company recognized an immaterial amount of amortization expense for the year ended December 31, 2024.

Expected future amortization expense for intangible assets is as follows:


	December 31, 2024
2025	$	1,142
2026	1,142
2027	1,142
2028	1,142
2029	1,142
Thereafter	3,709
Total	$	9,419

Beneficial Interests (Tables)

12 Months Ended

Dec. 31, 2024

Beneficial Interests [Abstract]

Schedule of Beneficial Interests

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


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

Beneficial interest assets (hybrid instruments)	$	958,870	$	41,012	$	2,214,535	$	168,091
Beneficial interest assets (derivatives)	$	—	$	—	$	1,943,215	$	8,757
Total beneficial interest assets	$	958,870	$	41,012	$	4,157,750	$	176,848

Beneficial interest liabilities (derivatives)	$	769,102	$	4,221	$	1,091,538	$	10,089

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


	Year Ended December 31,
		2022		2023		2024
Fair value adjustments and realized losses on beneficial interests, net		$	—	$	(26,489)	$	(17,707)

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


	December 31,		December 31,
	2023		2024
Unrestricted cash	$	23,789	$	85,105
Restricted cash	12,064		84,065
Beneficial interests	62,684		204,814
Other assets - Line of credit receivable(1)	—		54,780
Loans(1)	—		30,579
Total	$	98,537	$	459,343

__________

(1) Represents the unpaid principal balance

Reorganization Expenses (Details) $ in Millions		12 Months Ended
Reorganization Expenses (Details) $ in Millions	Jan. 31, 2023 employee	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Percentage of workforce reduction		13.00%
Restructuring Incurred Cost, Statement Of Income Or Comprehensive Income, Extensible Enumeration, Not Disclosed Flag		consolidated statements of operations and comprehensive loss
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		$ 4.4
Employee Severance \| January 2023 Plan
Restructuring Cost and Reserve [Line Items]
Percentage of workforce reduction	20.00%
Expected reduction in workforce, number of employees \| employee	365
Reorganization expenses			15.5
Impairment of Intangible Assets \| January 2023 Plan
Restructuring Cost and Reserve [Line Items]
Reorganization expenses			$ 2.6

- 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 Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net loss	$ (128,581)	$ (240,132)	$ (108,665)
Denominator:
Weighted-average common shares outstanding used to calculate net loss per share, basic (in shares)	89,450,038	83,765,896	82,771,268
Weighted-average common shares outstanding used to calculate net loss per share, diluted (in shares)	89,450,038	83,765,896	82,771,268
Net loss per share, basic (in dollars per share)	$ (1.44)	$ (2.87)	$ (1.31)
Net loss per share, diluted (in dollars per share)	$ (1.44)	$ (2.87)	$ (1.31)

- 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

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- Definition

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

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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net income (loss)	$ (128,581)	$ (240,132)	$ (108,665)

- 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)	12 Months Ended
	Dec. 31, 2024 component
Subsidiary or Equity Method Investee [Line Items]
Number of revenue components	2
Internally developed software
Subsidiary or Equity Method Investee [Line Items]
Estimated useful lives	3 years
Furniture and fixtures
Subsidiary or Equity Method Investee [Line Items]
Estimated useful lives	3 years
Computer and networking equipment
Subsidiary or Equity Method Investee [Line Items]
Estimated useful lives	3 years

Borrowings - Warehouse Credit Facilities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Apr. 24, 2024	Apr. 23, 2024	Dec. 31, 2023
Line of Credit Facility [Line Items]
Total payments due	$ 1,425,984,000			$ 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	167,166,000			278,022,000
Total payments due	$ 23,228,000			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	19,396,000			0
Total payments due	$ 11,353,000			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	74,541,000			361,195,000
Total payments due	$ 34,217,000			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	108,980,000			0
Total payments due	$ 61,807,000			0
Commitment fee threshold	75.00%
Basis spread on variable rate	5.50%
Revolving Credit Facility \| Upstart High Yield Loan Trust
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 150,000,000
Assets pledged as collateral	87,493,000			0
Total payments due	$ 65,000,000			0
Basis spread on variable rate	2.80%
Revolving Credit Facility \| Warehouse credit facilities
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 625,000,000
Assets pledged as collateral	457,576,000			639,217,000
Total payments due	$ 195,605,000			$ 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

Beneficial Interests

12 Months Ended

Dec. 31, 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. These arrangements meet the definition of derivatives under ASC 815 and can produce an asset or a liability depending on the credit performance of the underlying loan portfolio as of the reporting date, which are settled periodically in cash based on contractual terms. Under other arrangements, the Company makes an initial investment and is entitled to a portion of cash flows from repayments received over time on the underlying loan portfolios sold under theses arrangements. These cash flows vary depending on the demonstrated credit performance relative to our expectations. These arrangements are debt-like financial instruments with embedded derivatives related to the variability of demonstrated credit performance of underlying loan portfolios against initial expectations. The Company accounts for these derivatives and hybrid instruments at fair value under ASC 815 and ASC 825, respectively. Refer to “Note 5. Fair Value Measurement” for additional information.

Beneficial interests represent the value of the future cash flows as part of these arrangements, discounted to the present value based on expected performance. The following table presents the aggregate outstanding principal balance of the underlying loan portfolios as well as the fair value of beneficial interest assets, by type, which collectively are presented as a separate asset line item on the consolidated balance sheets, and beneficial interest liabilities, which are presented in other liabilities on the consolidated balance sheets.


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

Beneficial interest assets (hybrid instruments)	$	958,870	$	41,012	$	2,214,535	$	168,091
Beneficial interest assets (derivatives)	$	—	$	—	$	1,943,215	$	8,757
Total beneficial interest assets	$	958,870	$	41,012	$	4,157,750	$	176,848

Beneficial interest liabilities (derivatives)	$	769,102	$	4,221	$	1,091,538	$	10,089


	Year Ended December 31,
		2022		2023		2024
Fair value adjustments and realized losses on beneficial interests, net		$	—	$	(26,489)	$	(17,707)

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 of these entities. 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. While held as collateral, these loans are ineligible to be sold and are classified as held-for-investment on the Company's consolidated balance sheets.

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 Company’s maximum exposure to loss from its involvement with these arrangements estimates the loss that would be incurred under severe, hypothetical circumstances, for which the Company believes the possibility is remote. The following table presents the Company’s aggregate maximum exposure to losses by asset type under these arrangements:


	December 31,		December 31,
	2023		2024
Unrestricted cash	$	23,789	$	85,105
Restricted cash	12,064		84,065
Beneficial interests	62,684		204,814
Other assets - Line of credit receivable(1)	—		54,780
Loans(1)	—		30,579
Total	$	98,537	$	459,343

__________

(1) Represents the unpaid principal balance

Balance Sheet Components

12 Months Ended

Dec. 31, 2024

Other Assets [Abstract]

Balance Sheet Components

Other Assets

Other assets consisted of the following:


	December 31, 2023		December 31, 2024

Line of credit receivable (at fair value)(1)	$	—	$	56,269
Receivables	40,490		48,233
Prepaid expenses	17,976		28,830
Loan servicing assets (at fair value)	28,092		27,439
Notes receivable and residual certificates (at fair value)	14,847		22,055
Other assets	18,589		17,457
Intangible assets, net(2)	11,356		9,431
Deposits	8,919		5,185
Interest rate caps (at fair value)(3)	5,958		1,864
Total other assets	$	146,227	$	216,763

_________

(1)Refer to “Note 5. Fair Value Measurement” for further information.

(2)Refer to “Note 6. Goodwill and Intangible Assets” for further information.

(3)Refer to “Note 9. Interest Rate Cap Arrangements” 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		December 31, 2024
Internally developed software	$	55,008	$	68,481
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		94,414
Accumulated depreciation and amortization	(37,449)		(55,401)
Total property, equipment, and software, net	$	42,655	$	39,013

For the years ended December 31, 2022, 2023 and 2024, depreciation and amortization expense on property, equipment, and software was $13.5 million, $20.6 million, and $18.6 million, respectively.

Capitalized internally developed software balances, net of accumulated amortization, were $31.3 million and $31.0 million as of December 31, 2023 and 2024, respectively. The Company recognized $2.6 million of impairment charges during the year ended December 31, 2023 to internally developed software as a result of the

January 2023 Plan. Refer to “Note 16. Reorganization Expenses” for more information. During the year ended December 31, 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		December 31, 2024
Accrued payroll	$	30,161	$	64,514
Accrued expenses	28,099		37,781
Accounts payable	12,613		12,381
Beneficial interest liabilities (at fair value)	4,221		10,089


Trailing fee liability (at fair value)	4,251		4,614


Other liabilities	2,668		3,241
Loan servicing liabilities (at fair value)	2,038		1,180
Total accrued expenses and other liabilities	$	84,051	$	133,800

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Fair Value Measurement - Level Three Assets and Liabilities Rollforward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Beneficial interest liabilities (derivatives)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 4,221	$ 0
Additions	0	0
Repayments and settlements	(6,700)	(596)
Changes in fair value recorded in earnings	12,568	4,817
Fair value, ending balance	10,089	4,221
Beneficial Interests
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	41,012	0
Additions	148,448	62,684
Repayments and settlements / Payments on beneficial interests	(7,461)	0
Charge-offs and changes in fair value recorded in earnings	(5,151)	(21,672)
Fair value, ending balance	176,848	41,012
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	141,416	0
Additions	0	165,318
Repayments and settlements	(55,368)	(23,320)
Changes in fair value recorded in earnings	1,273	(582)
Fair value, ending balance	87,321	141,416
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	4,251	4,852
Issuances	3,194	2,126
Repayments and settlements	(3,003)	(2,757)
Changes in fair value recorded in earnings	172	30
Fair value, ending balance	4,614	4,251
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	0
Issuances	54,780
Charge-offs and changes in fair value recorded in earnings	1,173
Changes in accrued interest	316
Fair value, ending balance	56,269	0
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	14,847	6,181
Additions	13,001	13,172
Repayments and settlements / Payments on beneficial interests	(5,917)	(4,328)
Charge-offs and changes in fair value recorded in earnings	124	(178)
Fair value, ending balance	$ 22,055	$ 14,847

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2024

Other Assets [Abstract]

Schedule of Other Assets

Other assets consisted of the following:


	December 31, 2023		December 31, 2024

Line of credit receivable (at fair value)(1)	$	—	$	56,269
Receivables	40,490		48,233
Prepaid expenses	17,976		28,830
Loan servicing assets (at fair value)	28,092		27,439
Notes receivable and residual certificates (at fair value)	14,847		22,055
Other assets	18,589		17,457
Intangible assets, net(2)	11,356		9,431
Deposits	8,919		5,185
Interest rate caps (at fair value)(3)	5,958		1,864
Total other assets	$	146,227	$	216,763

_________

(1)Refer to “Note 5. Fair Value Measurement” for further information.

(2)Refer to “Note 6. Goodwill and Intangible Assets” for further information.

(3)Refer to “Note 9. Interest Rate Cap Arrangements” for further information.

Schedule of Property, Equipment, and Software

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


	December 31, 2023		December 31, 2024
Internally developed software	$	55,008	$	68,481
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		94,414
Accumulated depreciation and amortization	(37,449)		(55,401)
Total property, equipment, and software, net	$	42,655	$	39,013

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


	December 31, 2023		December 31, 2024
Accrued payroll	$	30,161	$	64,514
Accrued expenses	28,099		37,781
Accounts payable	12,613		12,381
Beneficial interest liabilities (at fair value)	4,221		10,089


Trailing fee liability (at fair value)	4,251		4,614


Other liabilities	2,668		3,241
Loan servicing liabilities (at fair value)	2,038		1,180
Total accrued expenses and other liabilities	$	84,051	$	133,800

Fair Value Measurement - Schedule of Fair Value Sensitivity of Loan Servicing Assets and Liabilities to Adverse Changes in Key Assumptions (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Sensitivity Analysis of Fair Value of Interests Continued to be Held by Transferor, Servicing Assets or Liabilities, Impact of Adverse Change in Assumption [Line Items]
Fair value of loan servicing assets	$ 27,439	$ 28,092
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	27,439	28,092
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	27,439	28,092	$ 36,467
10% market-servicing rates increase	(6,931)	(7,475)
20% market-servicing rates increase	$ (14,098)	$ (14,916)

Interest Rate Cap Arrangements - Narrative (Details) - Interest rate caps - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023	Feb. 28, 2023
Derivative [Line Items]
Interest cap rate				3.25%	3.00%
Gains (losses) recognized	$ 0	$ 0	$ 0

Segment Information (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following table presents financial information, including Contribution Profit, for the Company’s Personal Lending segment (1):


	Year Ended December 31,
	2022		2023		2024
Personal Lending
Revenue from fees, net	$	893,065	$	552,447	$	625,308
Borrower acquisition costs(2)	(276,245)		(85,599)		(115,184)
Borrower verification and servicing costs(3)	(139,478)		(99,906)		(108,014)

Contribution Profit for Personal Lending	$	477,342	$	366,942	$	402,110

_______

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


	Year Ended December 31,
	2022		2023		2024

Contribution Profit:
Personal Lending	$	477,342	$	366,942	$	402,110


Reconciling items:
Other Contribution Profit/(Loss)(1)	(30,591)		(13,648)		(20,577)

Sales and marketing, net of borrower acquisition costs(2)	(43,063)		(36,626)		(41,783)
Customer operations, net of borrower verification and servicing costs(3)	(30,186)		(33,798)		(29,080)
Engineering and product development	(237,247)		(280,138)		(253,653)
General, administrative, and other	(185,290)		(212,388)		(230,935)
Interest income, interest expense, and fair value adjustments, net	(64,828)		(46,869)		1,062
Other income, net	9,473		21,206		18,793
Expense on convertible notes	(4,684)		(4,706)		(7,694)
Gain on debt extinguishment	—		—		33,361
Net loss before income taxes	$	(109,074)	$	(240,025)	$	(128,396)

_________

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

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Audit Information [Abstract]
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	San Francisco, California

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 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 2024, the total loan purchase commitment included outstanding principal balance of $36.6 million and $72.8 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 December 31, 2024, the Company had unfunded commitments related to the line of credit of $7.6 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 2024, these commitments were immaterial and $7.6 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 December 31, 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 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 2024 was $12,208.1 million and $11,237.2 million, respectively. Actual payments made relating to the Company’s repurchase and indemnification obligations were immaterial and $6.0 million for the years ended December 31, 2023 and 2024, respectively. The Company did not have material contingent liabilities related to future loan repurchase obligations as of December 31, 2023 and 2024. These amounts are included in accrued expenses and other liabilities on the Company’s 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. On November 21, 2024, the Upstart defendants filed an opposition to plaintiffs’ class certification motion, and on December 10, 2024 plaintiffs filed a reply in support thereof. No hearing has been set on the motion. On December 6, 2024, plaintiffs filed a motion for leave to file a first amended complaint. On January 21, 2025, Third Point Ventures LLC, Third Point LLC, and its CEO filed a motion to intervene for the limited purpose of opposing plaintiffs’ motion for leave to file a first amended complaint, and on February 18, 2025 plaintiffs may file a reply in support thereof. No hearing has been set on the motion. 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 January 31, 2025, the parties submitted to the Court a proposed schedule for briefing Defendants’ motion to continue the stay. 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 will be briefed, consistent with the above). 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 will be briefed, consistent with the above). 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.

Consolidated Balance Sheets - USD ($)
$ in Thousands

Dec. 31, 2024

Dec. 31, 2023

Assets

Cash and cash equivalents

$ 788,422

$ 368,405

Restricted cash

187,841

99,382

Loans (at fair value)

^[1]

806,304

1,156,413

Property, equipment, and software, net

39,013

42,655

Operating lease right of use assets

43,455

54,694

Beneficial interest assets (at fair value)

176,848

41,012

Non-marketable equity securities

41,250

Goodwill

67,062

Other assets (includes $48,897 and $107,627 at fair value as of December 31, 2023 and December 31, 2024, respectively)

216,763

146,227

Total assets

^[2]

2,366,958

2,017,100

Liabilities:

Payable to investors

60,173

53,580

Borrowings

1,402,168

1,040,424

Payable to securitization note holders (at fair value)

87,321

141,416

Accrued expenses and other liabilities (includes $10,510 and $15,883 at fair value as of December 31, 2023 and December 31, 2024, respectively)

133,800

84,051

Operating lease liabilities

50,278

62,324

Total liabilities

^[2]

1,733,740

1,381,795

Stockholders’ equity:

Common stock, $0.0001 par value; 700,000,000 shares authorized; 86,330,303 and 93,469,721 shares issued and outstanding as of December 31, 2023 and December 31, 2024, respectively

Additional paid-in capital

1,044,366

917,872

Accumulated deficit

(411,157)

(282,576)

Total stockholders’ equity

633,218

635,305

Total liabilities and stockholders’ equity

$ 2,366,958

$ 2,017,100

[1]

[2]


	December 31,		December 31,
	2023		2024
Assets
Cash and cash equivalents	$	1,603	$	1,312
Restricted cash	23,450		47,642
Loans (at fair value)	1,147,423		750,184


Other assets (includes $5,958 and $1,864 at fair value as of December 31, 2023 and December 31, 2024, respectively)	22,917		12,971
Total assets	$	1,195,393	$	812,109

Liabilities

Payable to investors	$	121	$	154
Borrowings	387,440		195,606

Payable to securitization note holders (at fair value)	141,416		87,321
Accrued expenses and other liabilities	1,975		4,493
Total liabilities	530,952		287,574
Total net assets	$	664,441	$	524,535

Balance Sheet Components - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Other Assets [Abstract]
Line of credit receivable (at fair value)	$ 56,269	$ 0
Receivables	48,233	40,490
Prepaid expenses	28,830	17,976
Loan servicing assets (at fair value)	27,439	28,092
Notes receivable and residual certificates (at fair value)	22,055	14,847
Other assets	17,457	18,589
Intangible assets, net	9,431	11,356
Deposits	5,185	8,919
Interest rate caps (at fair value)	1,864	5,958
Total other assets	$ 216,763	$ 146,227

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

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Disaggregation of Revenue [Line Items]

Interest income

^[1]

$ 186,360

$ 168,996

$ 105,580

Interest expense

^[1]

(40,433)

(34,894)

(10,843)

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

(111,175)

(130,440)

(101,422)

Realized loss on sale of loans, net

(15,983)

(24,042)

(58,143)

Fair value adjustments and realized losses on beneficial interests, net

(17,707)

(26,489)

Total fair value and other adjustments, net

^[1]

(144,865)

(180,971)

(159,565)

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

1,062

(46,869)

(64,828)

Variable Interest Entity, Primary Beneficiary

Disaggregation of Revenue [Line Items]

Interest income

28,968

19,697

Interest expense

(9,598)

(6,733)

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

(29,396)

(5,496)

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

$ (10,026)

$ 7,468

$ 0

[1]	Balances for the year ended December 31, 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
-Section 55
-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
-SubTopic 830
-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
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 45
-Paragraph 39
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477346/946-830-45-39

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

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

+ Details

Fair Value Measurement - Schedule of Significant Unobservable Inputs (Details) - Valuation Technique, Discounted Cash Flow	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Minimum \| Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beneficial interest assets	6.75%	7.00%
Beneficial interest liabilities	13.75%	14.00%
Minimum \| Credit risk rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beneficial interest assets	(4.00%)	(0.85%)
Beneficial interest liabilities	(0.24%)	0.09%
Maximum \| Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beneficial interest assets	13.75%	14.00%
Beneficial interest liabilities	13.75%	14.00%
Maximum \| Credit risk rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beneficial interest assets	12.60%	(0.85%)
Beneficial interest liabilities	18.68%	9.81%
Weighted Average \| Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beneficial interest assets	13.53%	13.63%
Beneficial interest liabilities	13.75%	14.00%
Weighted Average \| Credit risk rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beneficial interest assets	1.32%	(0.85%)
Beneficial interest liabilities	9.78%	8.79%
Fair Value, Inputs, Level 3 \| Minimum \| Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans receivable	9.75%	9.63%
Loans held in consolidated securitization	0.0596	0.0685
Other notes receivable	0.0675
Notes receivable and residual certificates	0.0960	0.0999
Payable to securitization note holders	0.0596	0.0685
Trailing fee liabilities	9.55%	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	0.0054	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	0.45%	0.13%
Loans held in consolidated securitization	0.0673	0.0666
Notes receivable and residual certificates	0.0461	0.0636
Payable to securitization note holders	0.0673	0.0666
Trailing fee liabilities	1.51%	1.05%
Fair Value, Inputs, Level 3 \| Maximum \| Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans receivable	22.37%	23.22%
Loans held in consolidated securitization	0.1525	0.1600
Other notes receivable	0.0675
Notes receivable and residual certificates	0.2237	0.2322
Payable to securitization note holders	0.1098	0.1230
Trailing fee liabilities	22.37%	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	88.53%	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	0.9453	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	11.91%	12.06%
Loans held in consolidated securitization	0.0959	0.0999
Other notes receivable	0.0675
Notes receivable and residual certificates	0.1259	0.1274
Payable to securitization note holders	0.0852	0.0848
Trailing fee liabilities	12.54%	12.88%
Fair Value, Inputs, Level 3 \| Weighted Average \| Credit risk rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans receivable	17.87%	17.66%
Loans held in consolidated securitization	0.1566	0.1551
Notes receivable and residual certificates	0.1900	0.1632
Payable to securitization note holders	0.1566	0.1551
Trailing fee liabilities	18.97%	17.61%
Fair Value, Inputs, Level 3 \| Weighted Average \| Prepayment rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans receivable	33.07%	36.52%
Loans held in consolidated securitization	0.4151	0.4273
Notes receivable and residual certificates	0.3572	0.4314
Payable to securitization note holders	0.4151	0.4273
Trailing fee liabilities	35.50%	39.94%

Description of Business and Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Description of Business and Significant Accounting Policies

Description of Business

Upstart Holdings, Inc. and its subsidiaries (together “Upstart”, the “Company”, “management”, “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. The Company’s fiscal year ends on December 31.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, its wholly-owned subsidiaries, and consolidated VIEs. All intercompany accounts and transactions have been eliminated. The Company’s functional and reporting currency is the U.S. dollar.

Reclassifications

During the second quarter of 2024, the Company elected to change its presentation of changes in the payable to investors balance on the 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 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 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 year presentation. The following tables present the effects of the changes in presentation within the consolidated statements of cash flows:


	Year Ended December 31, 2022
	As Previously Reported		Adjustment		As Adjusted

Cash flows from operating activities
Payable to investors	$	(16,821)	$	16,821	$	—
Payable to investors for beneficial interest assets	—		—		—
Net cash provided by (used in) operating activities	(674,681)		16,821		(657,860)

Cash flows from financing activities
Payable to investors(1)	—		(16,821)		(16,821)
Net cash provided by (used in) financing activities	$	130,032	$	(16,821)	$	113,211


	Year Ended December 31, 2023
	As Previously Reported		Adjustment		As Adjusted

Cash flows from operating activities
Payable to investors	$	(42,989)	$	42,989	$	—
Payable to investors for beneficial interest assets	—		5,792		5,792
Net cash provided by (used in) operating activities	(160,493)		48,781		(111,712)

Cash flows from financing activities
Payable to investors(1)	—		(48,781)		(48,781)
Net cash provided by (used in) financing activities	$	214,268	$	(48,781)	$	165,487

____________

(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 consolidated balance sheets, consolidated statements of operations and comprehensive loss or consolidated statements of shareholders’ equity.

Use of Estimates

The preparation of the 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

Significant estimates and assumptions made in the accompanying 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 and acquired intangible assets. 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 years.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consists of deposits held with financial institutions in checking and interest-bearing deposit accounts as well as money market accounts. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Restricted cash primarily consists of deposit accounts that are held in our custody but restricted for regulatory or legal purposes. Restricted cash includes fiduciary funds received from borrowers for interest and principal applied to loans as part of loan servicing, but not yet distributed to institutional investors as well as collateral provided by institutional investors in relation to loan purchases. Restricted cash also consists of collateral for a letter of credit required under an operating lease agreement, cash received from borrowers for interest and principal applied to loans pledged to warehouse credit facilities, but not yet distributed to the Company, and cash balances restricted in connection with committed capital and other co-investment agreements.

Fair Value Measurement

Assets and liabilities recorded at fair value on a recurring basis on the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value

is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The price used to measure fair value is not adjusted for transaction costs. The principal market is the market in which the Company would sell or transfer the asset with the greatest volume and level of activity for the asset. In determining the principal market for an asset or liability, it is assumed that the Company has access to the market as of the measurement date. If no market for the asset exists, or if the Company does not have access to the principal market, a hypothetical market is used.

The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1—Unadjusted quoted market prices in active markets for identical assets or liabilities;

Level 2— Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and

Level 3— Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value on a recurring basis include loans, line of credit receivable, notes receivable and residual certificates, loan servicing assets and liabilities, derivatives, beneficial interests, payable to securitization note holders, and trailing fee liabilities. When developing fair value measurements, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs.

However, for certain instruments, the Company must utilize unobservable inputs in determining fair value due to the lack of observable inputs in the market, which requires greater judgment in measuring fair value. In instances where there is limited or no observable market data, fair value measurements for assets and liabilities are based primarily upon the Company’s own estimates, and the measurements reflect information and assumptions that management believes a market participant would use in pricing the asset or liability.

Financial Instruments not Measured at Fair Value

The Company’s financial instruments not measured at fair value consist primarily of cash and cash equivalents, restricted cash, and other assets (excluding certain financial instruments, which are measured at fair value, such as line of credit receivable, loan servicing assets, interest rate caps, notes receivable and residual certificates), accounts payable, payable to investors, and other liabilities (excluding certain financial instruments, such as loan servicing liabilities, beneficial interest liabilities, and trailing fee liabilities which are measured at fair value). Payable to investors includes amounts of loan repayments not yet distributed to institutional investors, as well as amounts received from institutional investors but not yet invested directly in whole loans. The carrying values of these financial instruments approximates their respective fair values due to their short-term nature.

Borrowings are presented at par, net of debt issuance costs that are amortized over the contractual term using the effective interest method, with accrued interest included as part of accrued expenses and other liabilities on the consolidated balance sheets. The carrying value of borrowings associated with the warehouse credit facilities approximates the fair value due to their relatively short maturities.

Variable Interest Entities

A legal entity is considered a VIE if it has either a total equity investment that is insufficient to finance its operations without additional subordinated financial support or whose equity holders lack the characteristics of a controlling financial interest. The Company’s variable interests arise from contractual, ownership, or other monetary

interests in the entity. The Company consolidates a VIE when it is deemed to be the primary beneficiary. The Company determines it is the primary beneficiary if it has the power to direct activities that most significantly impact the VIE’s economic performance and has the obligation to absorb losses or the right to receive benefits of the VIE that could be potentially significant to the VIE. The Company assesses whether or not it is the primary beneficiary of a VIE on an ongoing basis.

Consolidated Securitization

The Company elected the measurement alternative under Accounting Standards Codification (“ASC”) 810, Consolidation, and maximizes the use of observable inputs to estimate the fair value of the financial assets and liabilities of a consolidated securitization entity. Under the measurement alternative, the Company determined that the fair value of the liabilities, which consists of securitization notes and residual certificates issued by the entity, is based on more observable inputs than inputs used to determine the fair value of the assets, which consists of held-for-sale loans. Thus, the fair value of these loans is determined by the sum of the fair value of the related securitization notes and residual certificates. The fair value is corroborated with discounted cash flow that considers projected prepayments and historical defaults, losses and recoveries to project future losses and net cash flows on loans, discounted using an estimate of market rates of return. The value of residual certificates issued and retained by the Company is eliminated upon consolidation. Changes in the fair value of these assets and liabilities are included in the consolidated statements of operations and comprehensive loss.

Transfer of Financial Assets

Upstart-powered loans originated by lending partners are either retained by the lending partners, purchased by the Company and immediately sold to institutional investors under loan sale agreements, or purchased and held by the Company for a period of time before being sold to third-party investors, or held to maturity by the Company for the primary purpose of product research and development. Loans held on the Company’s consolidated balance sheets are classified as either held-for-investment or held-for-sale, and loans purchased for immediate resale to third-party investors are classified as held-for-sale. Immediate loan resales to institutional investors are accounted for as transfers of financial assets when the Company surrenders control of these loan assets. These sales typically occur shortly after the origination of the loans by the lending partner and the Company’s subsequent acquisition of the loans from the originating lending partner. Loans sold to institutional investors are derecognized from the Company’s consolidated balance sheets at the time of sale in accordance with the ASC 860, Transfers and Servicing. The Company records an asset or a liability at fair value for its estimated post-sale servicing arrangements.

Loan Servicing Assets and Liabilities

Loan servicing assets and liabilities are recognized at fair value when the Company transfers loans, which qualify as sales under ASC 860 with servicing rights retained or when the Company enters into servicing agreements with lending partners who retain Upstart-powered loans. A loan servicing asset or liability exists depending on whether the revenue from servicing is expected to more than adequately compensate the Company for carrying out its servicing obligations.

Loan servicing assets and liabilities are recorded in other assets and accrued expenses and other liabilities, respectively, in the consolidated balance sheets, with changes in fair value recorded in servicing revenue, net, which is part of revenue from fees, net in the consolidated statements of operations and comprehensive loss. Refer to “Note 2. Revenue” for further details.

Property, Equipment, and Software, Net

Property, equipment, and software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the assets, which are generally three years for internally developed software, computer and networking equipment, and furniture and fixtures. Leasehold improvements are depreciated over the shorter of the remaining lease term or the estimated useful life.

Internally developed software is capitalized upon completion of the preliminary project stage, when it becomes probable that the project will be completed, and the software will be used as intended. Capitalized costs primarily consist of salaries and payroll related costs for employees directly involved in development efforts. Costs related to the preliminary project stage and activities occurring after the implementation of the software are expensed as incurred. Costs incurred for software upgrades are capitalized if they result in additional functionalities or substantial enhancements.

The Company evaluates its long-lived assets for potential impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When such an event occurs the carrying amount of the asset is reduced to its estimated fair value.

Leases

The Company determines if an arrangement is or contains a lease at inception. Operating leases are recorded on the consolidated balance sheets with right-of-use assets representing the right to use the underlying asset and lease liabilities representing the obligation to make lease payments. Right-of-use assets (“ROU”) and lease liabilities are recognized at lease commencement primarily based on the present value of lease payments over the lease term, and as necessary, at modification. The operating lease ROU assets also include any initial direct costs, lease payments made prior to lease commencement, and lease incentives received. Variable lease payments are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. The Company’s lease terms are the non-cancelable period including any rent-free periods provided by the lessor and may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. Lease costs for lease payments are recognized on a straight-line basis over the lease term. As the rate implicit on the Company’s leases is not readily determinable, the Company uses its secured incremental borrowing rate to determine the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and in a similar economic environment.

The Company has elected not to separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has immaterial leases with a term of 12 months or less.

Derivative Financial Instruments

The Company evaluates its contracts and financial instruments to determine if these contracts and instruments or their parts meet the definition of derivatives in accordance with the requirements of ASC 815, Derivatives and Hedging. Derivatives are recorded on the consolidated balance sheets at fair value with changes in the value recorded in earnings on the consolidated statements of operations and comprehensive loss, and are reported within the net cash used in operating activities in the consolidated statements of cash flows. The Company uses derivative financial instruments to manage risks related to our ongoing business operations, including managing

interest rates on our warehouse facilities. The Company does not employ derivatives for trading or speculative purposes and has no derivatives classified as accounting hedges.

Beneficial Interests

Beneficial interests represent the Company’s right to receive cash payments from or an obligation to make cash payments to certain institutional investors and lending partners based on the credit performance of the underlying loan portfolios. The Company evaluates these arrangements to determine if they or their components meet the characteristics of derivative financial instruments.

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. These arrangements meet the definition of derivatives under ASC 815, Derivatives and Hedging, and are measured at their fair value. Under other arrangements, the Company makes an initial investment and is entitled to a portion of cash flows from repayments received over time on the underlying loan portfolios sold under theses arrangements. These cash flows vary depending on the demonstrated credit performance relative to our expectations. These arrangements are debt-like financial instruments with embedded derivatives related to the variability of demonstrated credit performance of underlying loan portfolios against initial expectations. The Company elected to account for these hybrid instruments at fair value under ASC 825, Financial Instruments. For all arrangements, changes in fair value and other adjustments are recognized on the consolidated statements of operations and comprehensive loss. Refer to “Note 4. Beneficial Interests” and “Note 5. Fair Value Measurement” for additional information.

Non-marketable Equity Securities

The Company’s strategic investments consists of non-marketable equity securities on the consolidated balance sheets which are investments in privately held companies. Non-marketable equity securities do not have a readily determinable fair value and are measured by the Company at cost less impairment, if any, and adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer (the “measurement alternative”). Gains and losses on the investment, realized and unrealized, are recognized in other income (expense), net on our consolidated statements of operations and comprehensive loss and a new carrying value is established for the investment upon such recognition of the gains and losses. There have been no unrealized or realized gains and losses or impairments related to the non-marketable equity securities accounted for under the measurement alternative for the years presented.

The determination of whether an orderly transaction is for an identical or similar investment requires significant management judgment. In its evaluation, the Company considers factors such as differences in the rights and preferences of the investment and the extent to which those differences would affect the fair value of the investment. In the event the Company identifies an observable price change from an orderly transaction for an identical or similar investment of the same issuer, the Company must estimate the fair value of its strategic investments using the most recent data available. The Company’s impairment analysis encompasses an assessment of both qualitative and quantitative factors.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting which requires the fair values of assets acquired and liabilities assumed to be recognized in the consolidated financial statements. Assets acquired and liabilities assumed in a business combination are recognized at their estimated fair value as of the acquisition date. The excess purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. The allocation of fair values may be subject to adjustment after the initial allocation for up to a one-year period, with the corresponding offset to goodwill. Acquisition-related costs, such as legal and consulting fees, are recognized separately from the business combination and are expensed as incurred.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired. Goodwill is reviewed for impairment annually, or more frequently if an event or a change in circumstances indicates that goodwill may be impaired. We first assess qualitative factors to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value. Examples of qualitative factors include, but are not limited to, a significant adverse change in legal factors or in the business climate, a significant decline in our stock price, a significant decline in our projected revenue or cash flows, or the presence of other indicators that would indicate a reduction in the fair value of a reporting unit. If the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative test is performed. We perform a quantitative goodwill impairment test by determining the fair value of the reporting unit and comparing it to the carrying value of the reporting unit. If the fair value of the reporting unit is greater than the reporting unit’s carrying value, then the carrying value of the reporting unit is deemed to be recoverable. If the carrying value of the reporting unit is greater than the reporting unit’s fair value, goodwill is impaired and written down to the reporting unit’s fair value.

Acquired intangible assets are recorded at fair value on the date of acquisition and amortized on a straight-line basis over their estimated useful lives. Acquired intangible assets are presented net of accumulated amortization on the consolidated balance sheets. The Company reviews the carrying amounts of intangible assets for impairment whenever an event or change in circumstances indicates that the carrying amount of the assets may not be recoverable. We measure the recoverability of intangible assets by comparing the carrying amount of each asset to the future undiscounted cash flows we expect the asset to generate. Impairment is measured by the amount in which the carrying value of the asset exceeds its fair value. In addition, we periodically evaluate the estimated remaining useful lives of long-lived intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization.

Revenue Recognition

The Company’s revenue consists of two components: revenue from fees, net and interest income, interest expense, and fair value adjustments, net. The revenue from fees, net line item on the consolidated statements of operations and comprehensive loss is primarily comprised of platform and referral fees, net, which are recognized in accordance with ASC 606, Revenue from Contracts with Customers, and servicing and other fees, net, which are accounted for under ASC 860, Transfers and Servicing. Refer to “Note 2. Revenue” for further information.

Operating Expenses

Sales and Marketing

Sales and marketing expenses primarily consist of costs incurred across various advertising channels, including expenses for partnerships with third-parties providing borrower referrals, direct mail and digital advertising campaigns, as well as other expenses associated with building overall brand awareness and experiential marketing costs. Sales and marketing expenses also include payroll and other personnel-related costs, including stock-based compensation expense, for related teams. These costs are recognized in the period incurred.

Customer Operations

Customer operations expenses include payroll and other personnel-related expenses, including stock-based compensation expense, for personnel engaged in onboarding, loan servicing, customer support and other related operational teams. These costs also include costs of third-party collection agencies and other systems and tools the Company uses as part of information verification, fraud detection, and payment processing activities. These costs are recognized in the period incurred.

Engineering and Product Development

Engineering and product development expenses primarily consist of payroll and other employee-related expenses, including stock-based compensation expenses, for the engineering and product development teams as well as the costs of systems and tools used by these teams. These costs are recognized in the period incurred.

General, Administrative, and Other

General, administrative, and other expenses consist primarily of payroll and other employee-related expenses, including stock-based compensation expense for legal and compliance, finance and accounting, human resources and facilities teams, as well as depreciation and amortization of property, equipment and software, professional services fees, facilities and travel expenses. These costs are recognized in the period incurred.

Stock-Based Compensation

The Company issues stock options and restricted stock units (“RSUs”) to employees and non-employees, including directors and third-party service providers, and employee stock purchase rights granted under the Company’s employee stock purchase plan (“ESPP”). The Company also had previously granted performance-based restricted stock units (“PRSUs”). Stock options and employee stock purchase rights granted under the ESPP are initially measured at fair value at the date of grant using the Black-Scholes option-pricing model. RSUs and restricted stock are measured at the fair market value of our common stock at the grant date. PRSUs are initially measured at fair value using a Monte Carlo simulation model. Stock-based compensation expenses are recognized based on their respective grant-date fair values. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from initial estimates. Stock-based compensation expense is recorded net of estimated forfeitures, such that the expense is recorded only for those awards that are expected to vest.

Other Income, Net

Other income, net primarily consists of dividend income earned by the Company on its unrestricted cash and cash equivalents balance which is recognized in the period earned.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance may be established to reduce the deferred tax asset to the level at which it is “more likely than not” that the tax asset or benefits will be realized. Realization of tax benefits of deductible temporary differences and operating loss carryforwards depends on having sufficient taxable income of an appropriate character within the carryback or carryforward periods.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon review by the taxing authority. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

Net Loss Per Share

The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the year to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the year had been distributed.

Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the year.

Diluted net loss per share is the amount of net loss available to each share of common stock outstanding during the reporting year, adjusted to include the effect of potentially dilutive common shares. Potentially dilutive common shares include incremental shares issued for stock options, unvested RSUs, purchase rights committed under the ESPP, and convertible debt. The calculation of diluted net loss per share excludes all anti-dilutive common shares. For years 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.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. 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 and provide new segment disclosure requirements for entities with a single reportable segment. The Company adopted this guidance effective for its 2024 Annual Report on Form 10-K and has made the required disclosures. Refer to “Note 15. Segment Information” for these disclosures.

Recently Issued Accounting Pronouncements

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 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 on its consolidated financial statements and related disclosures.

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 consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The amendments in this update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This ASU is effective for annual reporting periods beginning after December 15, 2025 with early adoption permitted. The Company is currently evaluating the impact of these amendments to its consolidated financial statements and related disclosures.

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 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,		December 31,
	Level	2023		2024
Assets
Loans	3	$	1,156,413	$	806,304
Beneficial interest assets	3	41,012		176,848
Line of credit receivable	3	—		56,269
Loan servicing assets	3	28,092		27,439
Notes receivable and residual certificates	3	14,847		22,055
Interest rate caps(1)	2	5,958		1,864
Total assets		$	1,246,322	$	1,090,779
Liabilities
Payable to securitization note holders	3	$	141,416	$	87,321
Beneficial interest liabilities	3	4,221		10,089
Trailing fee liabilities	3	4,251		4,614
Loan servicing liabilities	3	2,038		1,180
Total liabilities		$	151,926	$	103,204

__________

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 consolidated balance sheets as of December 31, 2023 and 2024:


	December 31,		December 31,
	2023		2024
Loans held-for-sale	$	830,574	$	405,812
Loans held-for-investment	146,768		297,543
Loans held in consolidated securitization	179,071		102,949
Total	$	1,156,413	$	806,304

Schedule of Significant Unobservable Inputs


	December 31, 2023						December 31, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	9.63	%	23.22	%	12.06	%	9.75	%	22.37	%	11.91	%
Credit risk rate	0.01	%	93.10	%	17.66	%	0.01	%	93.12	%	17.87	%
Prepayment rate	0.13	%	95.80	%	36.52	%	0.45	%	89.07	%	33.07	%

_________

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


	December 31, 2023						December 31, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	6.85	%	16.00	%	9.99	%	5.96	%	15.25	%	9.59	%
Credit risk rate	0.61	%	37.70	%	15.51	%	0.67	%	37.70	%	15.66	%
Prepayment rate	6.66	%	89.84	%	42.73	%	6.73	%	89.84	%	41.51	%

_________

(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

December 31, 2024

Minimum

Maximum

Weighted-Average

Minimum

Maximum

Weighted-Average

Discount rate

6.75

_________

* Not applicable


	December 31, 2023						December 31, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Notes receivable and residual certificates
Discount rate	9.99	%	23.22	%	12.74	%	9.60	%	22.37	%	12.59	%
Credit risk rate	0.48	%	50.69	%	16.32	%	0.54	%	50.28	%	19.00	%
Prepayment rate	6.36	%	89.46	%	43.14	%	4.61	%	94.53	%	35.72	%
Payable to securitization note holders
Discount rate	6.85	%	12.30	%	8.48	%	5.96	%	10.98	%	8.52	%
Credit risk rate	0.61	%	37.70	%	15.51	%	0.67	%	37.70	%	15.66	%
Prepayment rate	6.66	%	89.84	%	42.73	%	6.73	%	89.84	%	41.51	%

_________

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


	December 31, 2023						December 31, 2024
	Minimum		Maximum		Weighted-Average(1)		Minimum		Maximum		Weighted-Average(1)
Beneficial interest assets
Discount rate	7.00	%	14.00	%	13.63	%	6.75	%	13.75	%	13.53	%
Credit risk rate spread(2)	(0.85)	%	(0.85)	%	(0.85)	%	(4.00)	%	12.60	%	1.32	%

Beneficial interest liabilities
Discount rate	14.00	%	14.00	%	14.00	%	13.75	%	13.75	%	13.75	%
Credit risk rate spread(2)	0.09	%	9.81	%	8.79	%	(0.24)	%	18.68	%	9.78	%

_________

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

(2) Expressed as a percentage of cumulative net loss expectations as of the valuation date compared to the initial expectations as of the origination date or date of loan sale.

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						December 31, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	9.63	%	23.22	%	12.88	%	9.55	%	22.37	%	12.54	%
Credit risk rate	0.01	%	88.42	%	17.61	%	0.02	%	88.53	%	18.97	%
Prepayment rate	1.05	%	94.68	%	39.94	%	1.51	%	95.80	%	35.50	%

_________

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

Schedule of Sensitivity Analysis of Fair Value


	December 31,		December 31,
	2023		2024
Fair value of loans held-for-sale and held-for-investment	$	977,342	$	703,355
Discount rates
100 basis point increase	(11,680)		(9,048)
200 basis point increase	(23,127)		(17,881)
Expected credit loss rates on underlying loans
10% adverse change	(12,453)		(9,135)
20% adverse change	(24,979)		(18,129)
Expected prepayment rates
10% adverse change	(1,884)		(1,899)
20% adverse change	(3,756)		(3,783)


	December 31,		December 31,
	2023		2024
Fair value of loans held in consolidated securitization	$	179,071	$	102,949
Discount rates
100 basis point increase	(2,413)		(1,144)
200 basis point increase	(4,785)		(2,269)
Expected credit loss rates on underlying loans
10% adverse change	(2,669)		(1,799)
20% adverse change	(5,227)		(3,577)
Expected prepayment rates
10% adverse change	(1,625)		(774)
20% adverse change	(3,234)		(1,521)

Significant Recurring Level 3 Fair Value Input Sensitivity


	December 31,		December 31,
	2023		2024
Fair value of beneficial interest assets	$	41,012	$	176,848
Discount rate
100 basis point increase	(1,240)		(3,247)
200 basis point increase	(2,431)		(6,384)
Expected credit rate spreads on underlying loans
10% adverse change	(9,059)		(44,356)
20% adverse change	(16,743)		(89,605)




Fair value of beneficial interest liabilities	$	4,221	$	10,089



Expected credit rate spreads on underlying loans
10% adverse change	5,606		4,720
20% adverse change	11,217		10,259

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 December 31, 2022	$	882,810	$	127,611	$	—	$	1,010,421


Transfer of loans to consolidated securitization(1)	(209,968)		—		209,968		—
Purchases and originations of loans(2)(3)	1,676,146		157,223		—		1,833,369
Sale of loans(2)	(1,241,233)		—		—		(1,241,233)
Purchase of loans for immediate resale(2)	1,330,364		—		—		1,330,364
Immediate resale of loans(2)	(1,330,364)		—		—		(1,330,364)
Repayments received(2)	(202,982)		(89,210)		(24,832)		(317,024)
Charge-offs and changes in fair value recorded in earnings	(74,952)		(53,304)		(6,065)		(134,321)
Other changes	753		4,448		—		5,201
Fair value at December 31, 2023	$	830,574	$	146,768	$	179,071	$	1,156,413
Reclassification of loans(2)	(7,201)		7,201		—		—
Purchases and originations of loans(2)(3)	2,224,563		323,069		—		2,547,632
Sale of loans(2)	(2,342,018)		—		—		(2,342,018)
Purchase of loans for immediate resale(2)	2,087,810		—		—		2,087,810
Immediate resale of loans(2)	(2,087,810)		—		—		(2,087,810)
Repayments received(2)	(201,106)		(137,050)		(47,997)		(386,153)
Charge-offs and changes in fair value recorded in earnings	(92,687)		(59,862)		(28,125)		(180,674)
Other changes	(6,313)		17,417		—		11,104
Fair value at December 31, 2024	$	405,812	$	297,543	$	102,949	$	806,304

_________

(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 years ended December 31, 2023 and 2024.

The following table presents 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 December 31, 2023	$	—
Issuances	54,780
Changes in fair value recorded in earnings	1,173
Changes in accrued interest	316
Fair value at December 31, 2024	$	56,269


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders
Fair value at December 31, 2022	$	6,181	$	—
Additions	13,172		165,318
Repayments and settlements	(4,328)		(23,320)
Changes in fair value recorded in earnings	(178)		(582)

Fair value at December 31, 2023	$	14,847	$	141,416
Additions	13,001		$	—
Repayments and settlements	(5,917)		$	(55,368)
Changes in fair value recorded in earnings	124		$	1,273
Fair value at December 31, 2024	$	22,055	$	87,321

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


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at December 31, 2022	$	—	$	—
Acquisition of beneficial interests	62,684		—
Settlement of beneficial interests	—		(596)

Changes in fair value recorded in earnings	(21,672)		4,817
Fair value at December 31, 2023	$	41,012	$	4,221
Acquisition of beneficial interests(1)	148,448		—
Settlement of beneficial interests, net	(7,461)		(6,700)

Changes in fair value recorded in earnings	(5,151)		12,568
Fair value at December 31, 2024	$	176,848	$	10,089

_________

(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 consolidated balance sheets:


	Loans				Loans > 90 Days Past Due
	December 31,		December 31,		December 31,		December 31,
	2023		2024		2023		2024
Outstanding principal balance	$	1,182,577	$	858,440	$	15,310	$	11,236
Net fair value and accrued interest adjustments	(26,164)		(52,136)		(12,260)		(9,638)
Fair value(1)	$	1,156,413	$	806,304	$	3,050	$	1,598

_________

Schedule of Rollforward of Level 3 Liabilities


	Notes Receivable and Residual Certificates		Payable to Securitization Note Holders
Fair value at December 31, 2022	$	6,181	$	—
Additions	13,172		165,318
Repayments and settlements	(4,328)		(23,320)
Changes in fair value recorded in earnings	(178)		(582)

Fair value at December 31, 2023	$	14,847	$	141,416
Additions	13,001		$	—
Repayments and settlements	(5,917)		$	(55,368)
Changes in fair value recorded in earnings	124		$	1,273
Fair value at December 31, 2024	$	22,055	$	87,321

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


	Beneficial Interest Assets		Beneficial Interest Liabilities
Fair value at December 31, 2022	$	—	$	—
Acquisition of beneficial interests	62,684		—
Settlement of beneficial interests	—		(596)

Changes in fair value recorded in earnings	(21,672)		4,817
Fair value at December 31, 2023	$	41,012	$	4,221
Acquisition of beneficial interests(1)	148,448		—
Settlement of beneficial interests, net	(7,461)		(6,700)

Changes in fair value recorded in earnings	(5,151)		12,568
Fair value at December 31, 2024	$	176,848	$	10,089

_________

(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						December 31, 2024
	Minimum		Maximum		Weighted-Average (1)		Minimum		Maximum		Weighted-Average (1)
Discount rate	13.00	%	20.00	%	16.89	%	13.00	%	20.00	%	17.14	%
Credit risk rate	0.05	%	88.42	%	14.93	%	0.08	%	61.96	%	16.05	%
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	%	36.43	%

_________

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

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

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


	December 31,		December 31,
	2023		2024
Fair value of loan servicing assets	$	28,092	$	27,439
Expected market-servicing rates
10% market-servicing rates increase	(7,475)		(6,931)
20% market-servicing rates increase	(14,916)		(14,098)

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 December 31, 2022	$	36,467	$	3,968
Sale of loans	13,796		83
Changes in fair value recorded in earnings	(22,171)		(2,013)
Fair value at December 31, 2023	$	28,092	$	2,038
Sale of loans	15,837		388
Changes in fair value recorded in earnings	(16,490)		(1,246)
Fair value at December 31, 2024	$	27,439	$	1,180

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 December 31, 2022	$	36,467	$	3,968
Sale of loans	13,796		83
Changes in fair value recorded in earnings	(22,171)		(2,013)
Fair value at December 31, 2023	$	28,092	$	2,038
Sale of loans	15,837		388
Changes in fair value recorded in earnings	(16,490)		(1,246)
Fair value at December 31, 2024	$	27,439	$	1,180

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 December 31, 2022	$	4,852
Issuances	2,126
Repayments and settlements	(2,757)
Changes in fair value recorded in earnings	30
Fair value at December 31, 2023	$	4,251
Issuances	3,194
Repayments and settlements	(3,003)
Changes in fair value recorded in earnings	172
Fair value at December 31, 2024	$	4,614

Revenue (Tables)

12 Months Ended

Dec. 31, 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 years presented as follows:


	Year Ended December 31,
		2022		2023		2024
Revenue from fees, net:
Platform and referral fees, net		$	732,237	$	414,120	$	502,411
Servicing and other fees, net		175,035		146,311		133,055
Total revenue from fees, net		$	907,272	$	560,431	$	635,466

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

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


	Year Ended December 31,
		2022	2023	2024
Customer A		28%	23%	27%
Customer B		45%	29%	26%
Customer C		*	*	10%
Customer D		*	11%	*

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

December 31,

2023

2024

Customer E

15%

Customer B

11%

Customer D

15%

* Less than 10%

Schedule of Collection Agency and Borrower Fees

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


	Year Ended December 31,
		2022		2023		2024
Servicing fees		$	115,742	$	107,008	$	89,323
Borrower fees		25,208		29,139		26,444
Collection agency fees		10,519		15,865		16,405
Other fees		675		743		677
Net gain (loss) on servicing rights and fair value adjustments		22,891		(6,444)		206
Total servicing and other fees, net		$	175,035	$	146,311	$	133,055

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


	Year Ended December 31,
		2022		2023		2024

Interest income(1)		$	105,580	$	168,996	$	186,360
Interest expense(1)		(10,843)		(34,894)		(40,433)
Fair value and other adjustments, net:
Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net(1)		(101,422)		(130,440)		(111,175)
Realized loss on sale of loans, net		(58,143)		(24,042)		(15,983)
Fair value adjustments and realized losses on beneficial interests, net		—		(26,489)		(17,707)
Total fair value and other adjustments, net		(159,565)		(180,971)		(144,865)

Total interest income, interest expense, and fair value adjustments, net		$	(64,828)	$	(46,869)	$	1,062

__________

(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:


	Year Ended December 31,
		2022		2023		2024
Interest income, interest expense, and fair value adjustments, net related to consolidated securitization:
Interest income		$	—	$	19,697	$	28,968
Interest expense		—		(6,733)		(9,598)

Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net		—		(5,496)		(29,396)



Total interest income, interest expense, and fair value adjustments, net		$	—	$	7,468	$	(10,026)

Interest Rate Cap Arrangements - Schedule Of Gains (Losses) Recognized On Derivative Instruments Not Designated As Hedging Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Derivative [Line Items]
Fair Value	$ 1,864	$ 5,958
Interest rate caps
Derivative [Line Items]
Notional Amount	241,115	299,578
Fair Value	$ 1,864	$ 5,958

- Definition

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

+ References

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+ Details

Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)
Beginning balance (in shares) at Dec. 31, 2021		83,659,665
Beginning balance at Dec. 31, 2021	$ 807,078	$ 8	$ 740,849	$ 66,221
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		2,464,572
Issuance of common stock upon exercise of stock options	12,354	$ 1	12,353
Issuance of common stock upon settlement of restricted stock units (in shares)		866,717
Shares withheld related to net share settlement of restricted stock units (in shares)		(619)
Shares withheld related to net share settlement of restricted stock units	(16)		(16)
Stock-based compensation expense	131,905		131,905
Issuance of common stock under employee stock purchase plan (in shares)		162,796
Issuance of common stock under employee stock purchase plan	7,662		7,662
Repurchases of stock (in shares)		(5,883,176)
Repurchases of stock	(177,883)	$ (1)	(177,882)
Net loss	(108,665)			(108,665)
Ending balance (in shares) at Dec. 31, 2022		81,259,676
Ending 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)		1,441,787
Issuance of common stock upon exercise of stock options	12,881	$ 1	12,880
Issuance of common stock upon settlement of restricted stock units (in shares)		3,170,158
Shares withheld related to net share settlement of restricted stock units (in shares)		(777)
Shares withheld related to net share settlement of restricted stock units	(15)		(15)
Stock-based compensation expense	181,705		181,705
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	$ (240,132)			(240,132)
Ending balance (in shares) at Dec. 31, 2023	86,330,303	86,330,303
Ending 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)	3,159,674	3,159,674
Issuance of common stock upon exercise of stock options	$ 21,414		21,414
Issuance of common stock upon settlement of restricted stock units (in shares)		3,646,748
Shares withheld related to net share settlement of restricted stock units (in shares)		(568)
Shares withheld related to net share settlement of restricted stock units	(22)		(22)
Stock-based compensation expense	137,720		137,720
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	$ (128,581)			(128,581)
Ending balance (in shares) at Dec. 31, 2024	93,469,721	93,469,721
Ending balance at Dec. 31, 2024	$ 633,218	$ 9	$ 1,044,366	$ (411,157)

Fair Value Measurement - Narrative (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans on non-accrual status	120 days
Line of credit receivable	$ 56,269,000	$ 0
Payable to securitization note holders (at fair value)	87,321,000	141,416,000
Loan servicing assets	27,439,000	28,092,000
Loan servicing liabilities	1,180,000	2,038,000
Beneficial interest assets (at fair value)	176,848,000	41,012,000
Beneficial interest liabilities	10,100,000	4,200,000
Trailing fee liability (at fair value)	4,614,000	4,251,000
Loans held in consolidated securitization	$ 102,900,000	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	$ 56,269,000	0
Notes receivable and residual certificates	22,055,000	14,847,000
Payable to securitization note holders (at fair value)	87,321,000	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	27,439,000	28,092,000
Loan servicing liabilities	1,180,000	2,038,000
Beneficial interest assets (at fair value)	176,848,000	41,012,000
Beneficial interest liabilities	10,089,000	4,221,000
Loans held in consolidated securitization	$ 102,949,000	$ 179,071,000

Fair Value Measurement - Schedule of Rollforward of Level 3 Assets (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Loans (at fair value)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 1,156,413	$ 1,010,421
Transfer of loans to consolidated securitization		0
Reclassification of loans	0
Purchases and originations of loans	2,547,632	1,833,369
Sale of loans	(2,342,018)	(1,241,233)
Purchase of loans for immediate resale	2,087,810	1,330,364
Immediate resale of loans	(2,087,810)	(1,330,364)
Repayments received	(386,153)	(317,024)
Charge-offs and changes in fair value recorded in earnings	(180,674)	(134,321)
Other changes	11,104	5,201
Fair value, ending balance	806,304	1,156,413
Loans Held-for- Sale
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	830,574	882,810
Transfer of loans to consolidated securitization		(209,968)
Reclassification of loans	(7,201)
Purchases and originations of loans	2,224,563	1,676,146
Sale of loans	(2,342,018)	(1,241,233)
Purchase of loans for immediate resale	2,087,810	1,330,364
Immediate resale of loans	(2,087,810)	(1,330,364)
Repayments received	(201,106)	(202,982)
Charge-offs and changes in fair value recorded in earnings	(92,687)	(74,952)
Other changes	(6,313)	753
Fair value, ending balance	405,812	830,574
Loans Held-for-Investment
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	146,768	127,611
Transfer of loans to consolidated securitization		0
Reclassification of loans	7,201
Purchases and originations of loans	323,069	157,223
Sale of loans	0	0
Purchase of loans for immediate resale	0	0
Immediate resale of loans	0	0
Repayments received	(137,050)	(89,210)
Charge-offs and changes in fair value recorded in earnings	(59,862)	(53,304)
Other changes	17,417	4,448
Fair value, ending balance	297,543	146,768
Loans Held in Consolidated Securitization
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	179,071	0
Transfer of loans to consolidated securitization		209,968
Reclassification of loans	0
Purchases and originations of loans	0	0
Sale of loans	0	0
Purchase of loans for immediate resale	0	0
Immediate resale of loans	0	0
Repayments received	(47,997)	(24,832)
Charge-offs and changes in fair value recorded in earnings	(28,125)	(6,065)
Other changes	0	0
Fair value, ending balance	102,949	179,071
Line of Credit Receivable
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	0
Charge-offs and changes in fair value recorded in earnings	1,173
Changes in accrued interest	316
Fair value, ending balance	$ 56,269	$ 0

Stockholders’ Equity - Narrative (Details)		12 Months Ended
Stockholders’ Equity - Narrative (Details)	Feb. 24, 2023 shares	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) vesting_tranche $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2012	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)		700,000,000	700,000,000				700,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001				$ 0.0001
Authorized share repurchase amount \| $						$ 400,000,000
Repurchase and retirement of common stock (in shares)		0
Stock repurchase program, remaining authorized repurchase amount (in dollars per share) \| $		$ 222,100,000
Aggregate intrinsic value of options exercised \| $		139,600,000	$ 28,900,000	$ 157,300,000
Fair value of options vested during period \| $		$ 30,500,000	$ 34,700,000	$ 23,200,000
Annual target bonus opportunity percentage		75.00%
Number of vesting tranches \| vesting_tranche			9
2020 Equity Incentive Plan \| Common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)		15,000,000
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Repurchase and retirement of common stock (in shares)				10,279
Issuance of common stock under employee stock purchase plan (in shares)		333,564	459,459	162,796
Minimum \| Common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual increase, percent of outstanding shares (percent)		5.00%
Maximum \| Common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual increase (in shares)		15,000,000
Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value (in dollars per share) \| $ / shares		$ 15.11	$ 8.19	$ 15.60
Incentive Stock Options and Non-Statutory Stock Options \| 2012 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price less than percent of estimated fair value (percent)					100.00%
Minimum required service period					3 years
Incentive Stock Options and Non-Statutory Stock Options \| Minimum \| 2012 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					4 years
Incentive Stock Options and Non-Statutory Stock Options \| Maximum \| 2012 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					10 years
Incentive Stock Option \| 2012 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholder ownership (percent)					10.00%
Incentive Stock Option \| 2012 Equity Incentive Plan \| Greater Than 10% Stockholders
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price less than percent of estimated fair value (percent)					110.00%
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 \| $		$ 36,300,000
Dividend yield		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 3 months 18 days
Restricted stock units outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense \| $		$ 94,600,000
Awards outstanding (in shares)		3,703,631	5,534,394
Unvested (in dollars per share) \| $ / shares		$ 33.46	$ 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 6 months
PRSUs outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense \| $			$ 39,000,000
Awards outstanding (in shares)		0
Number of shares available for settlement of cancelled awards (in shares)	687,500
Unvested (in dollars per share) \| $ / shares		$ 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
Purchase period		6 months
ESPP purchase price of common stock, percent of market price		85.00%
Dividend yield		0.00%	0.00%	0.00%

Stockholders’ Equity - Schedule of RSU Activity (Details) - Restricted stock units outstanding	12 Months Ended
	Dec. 31, 2024 $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares	5,534,394
RSUs granted (in shares) \| shares	2,647,188
RSUs vested (in shares) \| shares	(3,646,748)
RSUs cancelled and forfeited (in shares) \| shares	(831,203)
Ending balance (in shares) \| shares	3,703,631
Weighted-Average Grant Date Fair Value Per Share
Beginning balance (in dollars per share) \| $ / shares	$ 34.90
RSUs granted (in dollars per share) \| $ / shares	30.38
RSUs vested (in dollars per share) \| $ / shares	33.41
RSUs cancelled and forfeited (in dollars per share) \| $ / shares	33.44
Ending balance (in dollars per share) \| $ / shares	$ 33.46

Income Taxes - Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of year	$ 22,158	$ 18,474	$ 13,904
Additions for tax positions of prior years	179	308	885
Tax positions related to the current year	4,129	3,376	3,685
Balance at end of year	$ 26,466	$ 22,158	$ 18,474

Borrowings - Capped Call Transactions (Details) shares in Millions	12 Months Ended
	Dec. 31, 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 (Details) - USD ($)	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
HELOCs
Loss Contingencies [Line Items]
Commitments to fund future advances	$ 7,600,000	$ 0
Unfunded Loan Commitment
Loss Contingencies [Line Items]
Loan purchase obligation	$ 7,600,000	0
Obligation to Repurchase Loans
Loss Contingencies [Line Items]
Loss contingency, ownership loan facilitated term	3 days
Loan purchase obligation	$ 72,800,000	36,600,000
Maximum estimate of potential loss	11,237,200,000	12,208,100,000
Actual payments	$ 6,000,000.0	$ 0

- 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

Variable Interest Entities (Tables)

12 Months Ended

Dec. 31, 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


	December 31, 2024
	Assets		Liabilities		Net Assets
Consolidated securitization	$	109,739	$	87,322	$	22,417
Consolidated warehouse entities	430,887		196,982		233,905

Other consolidated VIEs	271,483		3,270		268,213
Total consolidated VIEs	$	812,109	$	287,574	$	524,535


	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.


	December 31, 2024
	Assets(1)		Liabilities		Net Assets		Maximum Exposure to Losses
Securitizations	$	507,666	$	363,890	$	143,776	$	25,774

_________

(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