0001647639-21-000032 | 10-Q | XBRL Viewer

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Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2021	Aug. 05, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
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 300
Entity Address, City or Town	San Mateo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94403
City Area Code	650
Local Phone Number	204-1000
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	UPST
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		77,767,428
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001647639
Current Fiscal Year End Date	--12-31

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

Jun. 30, 2021

Dec. 31, 2020

Assets

Cash

$ 506,287

$ 250,819

Restricted cash

111,246

60,514

Property, equipment, and software, net

13,549

10,032

Operating lease right of use assets

16,208

18,310

Goodwill

66,866

Intangible Assets, Net (Excluding Goodwill)

22,131

Other assets (includes $6,831 and $15,450 at fair value as of December 31, 2020 and June 30, 2021, respectively)

72,990

40,046

Total assets

^[1]

904,583

477,255

Liabilities:

Accounts payable

17,326

13,775

Payable to investors

76,947

45,501

Borrowings

6,057

62,626

Accrued expenses and other liabilities (includes $9,530 and $14,396 at fair value as of December 31, 2020 and June 30, 2021, respectively)

70,379

35,669

Operating lease liabilities

17,778

19,432

Total liabilities

^[1]

188,487

177,003

Stockholders’ equity:

Common stock, $0.0001 par value; 700,000,000 shares authorized; 73,314,026 and 77,626,866, shares issued and outstanding as of December 31, 2020 and June 30, 2021, respectively

Additional paid-in capital

737,924

369,467

Accumulated deficit

(21,836)

(69,222)

Total stockholders’ equity

716,096

300,252

Total liabilities and stockholders’ equity

904,583

477,255

Variable Interest Entity, Primary Beneficiary

Assets

Restricted cash

30,769

12,371

Other assets (includes $6,831 and $15,450 at fair value as of December 31, 2020 and June 30, 2021, respectively)

220

Total assets

118,484

104,992

Liabilities:

Accounts payable

Borrowings

6,057

42,181

Accrued expenses and other liabilities (includes $9,530 and $14,396 at fair value as of December 31, 2020 and June 30, 2021, respectively)

Total liabilities

6,166

42,296

Stockholders’ equity:

Total stockholders’ equity

112,318

62,696

Loans (at fair value)

Assets

Loans, notes receivables, and residual certificates

82,311

78,460

Loans (at fair value) | Variable Interest Entity, Primary Beneficiary

Assets

Loans, notes receivables, and residual certificates

75,656

75,373

Notes receivable and residual certificates (at fair value)

Assets

Loans, notes receivables, and residual certificates

12,995

19,074

Notes receivable and residual certificates (at fair value) | Variable Interest Entity, Primary Beneficiary

Assets

Loans, notes receivables, and residual certificates

$ 11,839

$ 17,219

[1]

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, 2020 and June 30, 2021. The assets in the table below may only be used to settle obligations of consolidated VIEs and are in excess of those obligations. The holders of the beneficial interests do not have recourse to the general credit of Upstart Holdings, Inc. The assets and liabilities in the table below include third-party assets and liabilities of consolidated VIEs and exclude intercompany balances that eliminate in consolidation.


	December 31,		June 30,
	2020		2021
Assets
Restricted cash	$	12,371	$	30,769
Loans (at fair value)	75,373		75,656
Notes receivable and residual certificates (at fair value)	17,219		11,839
Other assets	29		220
Total assets	$	104,992	$	118,484

Liabilities
Accounts payable	$	83	$	28

Borrowings	42,181		6,057

Other liabilities	32		81
Total liabilities	$	42,296	$	6,166

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Other assets at fair value	$ 15,450	$ 6,831
Accrued expenses and other liabilities at fair value	$ 14,396	$ 9,530
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	700,000,000	700,000,000
Common stock, issued (in shares)	77,626,866	73,314,026
Common Stock, outstanding (in shares)	77,626,866	73,314,026

Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue:
Revenue from fees, net	$ 187,297	$ 13,305	$ 303,467	$ 81,318
Interest income and fair value adjustments, net (includes $406 and $1,014 from related parties expense and $(97) and $4,238 of related parties fair value adjustments for the three and six months ended June 30, 2020, respectively)	6,649	4,048	11,824	29
Total revenue	193,946	17,353	315,291	81,347
Operating expenses:
Sales and marketing	75,916	5,436	125,292	41,388
Customer operations	24,164	6,621	41,552	15,432
Engineering and product development	31,431	7,667	50,419	14,685
General, administrative, and other	26,141	9,017	46,160	20,677
Total operating expenses	157,652	28,741	263,423	92,182
Income (loss) from operations	36,294	(11,388)	51,868	(10,835)
Other income (expense)	15	5,297	(5,218)	5,447
Income (expense) on warrants and other non-operating expenses, net	(13)	(18)	(31)	271
Net income (loss) before income taxes	36,296	(6,109)	46,619	(5,117)
Provision (benefit) for income taxes	(988)	0	(767)	0
Net income (loss) before attribution to noncontrolling interests	37,284	(6,109)	47,386	(5,117)
Net income (loss) attributable to noncontrolling interests	0	84	0	(404)
Net income (loss) attributable to Upstart Holdings, Inc. common stockholders	$ 37,284	$ (6,193)	$ 47,386	$ (4,713)
Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic (in dollars per share)	$ 0.49	$ (0.42)	$ 0.63	$ (0.32)
Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted (in dollars per share)	$ 0.39	$ (0.42)	$ 0.51	$ (0.32)
Weighted-average number of shares outstanding used in computing net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic (in shares)	76,674,129	14,657,399	75,160,037	14,641,333
Weighted-average number of shares outstanding used in computing net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted (in shares)	94,802,123	14,657,399	93,193,153	14,641,333

Condensed Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Related party interest expense	$ 1,014	$ 406	$ 1,014	$ 406
Fair value adjustments from related parties	$ 4,238	$ (97)	$ 4,238	$ (97)

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	Total Upstart Holdings, Inc. Stockholders’ Deficit	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2019	47,349,577,000
Beginning balance at Dec. 31, 2019	$ 162,546
Ending balance (in shares) at Jun. 30, 2020	47,349,577,000
Ending balance at Jun. 30, 2020	$ 162,546
Beginning balance (in shares) at Dec. 31, 2019			14,561,398,000
Beginning balance at Dec. 31, 2019	(61,688)	$ (62,714)	$ 2	$ 12,489	$ (75,205)	$ 1,026
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)			98,563,000
Issuance of common stock upon exercise of stock options	203	203		203
Stock-based compensation expense	4,689	4,689		4,689
Return of capital to interests in consolidated VIEs	(622)					(622)
Incentive share expense	358	358		358
Net income (loss)	(5,117)	(4,713)			(4,713)	(404)
Ending balance (in shares) at Jun. 30, 2020			14,659,961,000
Ending balance at Jun. 30, 2020	$ (62,177)	(62,177)	$ 2	17,739	(79,918)	0
Beginning balance (in shares) at Mar. 31, 2020	47,349,577,000
Beginning balance at Mar. 31, 2020	$ 162,546
Ending balance (in shares) at Jun. 30, 2020	47,349,577,000
Ending balance at Jun. 30, 2020	$ 162,546
Beginning balance (in shares) at Mar. 31, 2020			14,654,032,000
Beginning balance at Mar. 31, 2020	(58,837)	(58,994)	$ 2	14,729	(73,725)	157
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)			5,929,000
Issuance of common stock upon exercise of stock options	18	18		18
Stock-based compensation expense	2,634	2,634		2,634
Return of capital to interests in consolidated VIEs	(241)					(241)
Incentive share expense	358	358		358
Net income (loss)	(6,109)	(6,193)			(6,193)	84
Ending balance (in shares) at Jun. 30, 2020			14,659,961,000
Ending balance at Jun. 30, 2020	$ (62,177)	(62,177)	$ 2	17,739	(79,918)	0
Beginning balance (in shares) at Dec. 31, 2020	0
Beginning balance at Dec. 31, 2020	$ 0
Ending balance (in shares) at Jun. 30, 2021	0
Ending balance at Jun. 30, 2021	$ 0
Beginning balance (in shares) at Dec. 31, 2020	73,314,026		73,314,026,000
Beginning balance at Dec. 31, 2020	$ 300,252	300,252	$ 7	369,467	(69,222)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	1,284,977,000		1,284,977,000
Issuance of common stock upon exercise of stock options	$ 2,932	2,932		2,932
Stock-based compensation expense	30,828	30,828		30,828
Net income (loss)	47,386	47,386			47,386
Issuance of common stock upon settlement of restricted stock units (in shares)			6,446,000
Shares withheld related to net share settlement of restricted stock units (in shares)			(1,730,000)
Shares withheld related to net share settlement of restricted stock units	$ (236)	(236)		(236)
Issuance of common stock in connection with an acquisition (in shares)	650,740,000
Issuance of common stock in connection with acquisition	$ 71,003
Issuance of common stock in connection with follow-on offering, net of underwriting discounts, commissions, and offering costs (in shares)			2,300,000,000
Issuance of common stock in connection with follow-on offering, net of underwriting discounts, commissions, and offering costs	$ 263,931	263,931	$ 1	263,930
Exercise of common stock warrants (in shares)			72,407,000
Ending balance (in shares) at Jun. 30, 2021	77,626,866		77,626,866,000
Ending balance at Jun. 30, 2021	$ 716,096	716,096	$ 8	737,924	(21,836)	0
Beginning balance (in shares) at Mar. 31, 2021	0
Beginning balance at Mar. 31, 2021	$ 0
Ending balance (in shares) at Jun. 30, 2021	0
Ending balance at Jun. 30, 2021	$ 0
Beginning balance (in shares) at Mar. 31, 2021			73,908,252,000
Beginning balance at Mar. 31, 2021	320,590	320,590	$ 7	379,703	(59,120)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)			763,466,000
Issuance of common stock upon exercise of stock options	1,440	1,440		1,440
Stock-based compensation expense	22,084	22,084		22,084
Net income (loss)	37,284	37,284			37,284
Issuance of common stock upon settlement of restricted stock units (in shares)			6,138,000
Shares withheld related to net share settlement of restricted stock units (in shares)			(1,730,000)
Shares withheld related to net share settlement of restricted stock units	$ (236)	(236)		(236)
Issuance of common stock in connection with an acquisition (in shares)	650,740,000
Issuance of common stock in connection with acquisition	$ 71,003
Issuance of common stock in connection with follow-on offering, net of underwriting discounts, commissions, and offering costs (in shares)			2,300,000,000
Issuance of common stock in connection with follow-on offering, net of underwriting discounts, commissions, and offering costs	$ 263,931	263,931	$ 1	263,930
Ending balance (in shares) at Jun. 30, 2021	77,626,866		77,626,866,000
Ending balance at Jun. 30, 2021	$ 716,096	$ 716,096	$ 8	$ 737,924	$ (21,836)	$ 0

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities
Net income (loss)	$ 47,386	$ (5,117)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Increase (Decrease) in Financial Instruments Used in Operating Activities	(4,167)	14,264
Stock-based compensation	29,808	4,484
Gain on loan servicing arrangements	(2,102)	(1,680)
Depreciation and amortization	2,799	1,050
Incentive share expense	0	358
Other	216	36
Net changes in operating assets and liabilities:
Purchase of loans for immediate resale	(3,414,231)	(915,234)
Proceeds from immediate resale of loans	3,414,231	915,234
Purchase of loans held-for-sale	(38,311)	(98,601)
Principal payments received for loans held-for-sale	3,676	7,790
Net proceeds from sale of loans held-for-sale	57,183	6,813
Other assets	(19,651)	(2,455)
Operating lease liability and right-of-use asset	448	57
Accounts payable	3,380	(3,341)
Payable to investors	31,446	18,689
Accrued expenses and other liabilities	23,785	(12,886)
Net cash (used in) provided by operating activities	135,896	(70,539)
Cash flows from investing activities
Principal payments received for loans held by consolidated securitizations	0	24,018
Net proceeds from sale of loans held-for-investment	9,718	88,136
Principal payments received for loans held-for-investment	7,488	9,192
Principal payments received for notes receivable and repayments of residual certificates	6,349	7,616
Purchase of loans held-for-investment	(42,548)	(2,794)
Purchase of notes receivable and residual certificates	0	(4)
Purchase of property and equipment	(1,997)	(908)
Capitalized software costs	(2,148)	(1,659)
Acquisition, net of cash acquired	(16,561)	0
Net cash (used in) provided by investing activities	(39,699)	123,597
Cash flows from financing activities
Proceeds from secondary offering, net of underwriting discounts, commissions, and offering costs	263,931	0
Taxes paid related to net share settlement of equity awards	(236)	0
Payments made on securitization notes and certificates (includes $1,034 paid to related parties for the six months ended June 30, 2020)	0	(26,126)
Repayments of borrowings	(62,455)	(86,848)
Distributions made to noncontrolling interests	0	(622)
Proceeds from borrowings	5,831	75,997
Proceeds from exercise of stock options	2,932	203
Net cash (used in) provided by financing activities	210,003	(37,396)
Net increase in cash and restricted cash	306,200	15,662
Cash and restricted cash
Cash and restricted cash at beginning of period	311,333	80,067
Cash and restricted cash at end of period	617,533	95,729
Supplemental disclosures of cash flow information
Cash paid for interest	2,527	5,516
Cash paid for income taxes	1,567	0
Cash paid for amounts included in the measurement of lease liabilities	2,132	2,046
Supplemental disclosures of non-cash operating activities
Total right-of-use assets capitalized	0	187
Supplemental disclosures of non-cash investing and financing activities
Issuance of common stock in connection with acquisition	80,256	0
Derecognition of loans held-for-investment in consolidated VIE	0	57,222
Derecognition of payable to securitization note holders and residual certificate holders	0	58,017
Capitalized stock-based compensation expense	$ 1,020	$ 205

Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Change in fair value of financial instruments	$ 4,167	$ (14,264)
Payments made on securitization notes and certificates	0	26,126
Affiliate
Change in fair value of financial instruments		$ (4,238)
Payments made on securitization notes and certificates	$ 1,034

Description of Business and Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Significant Accounting Policies	Description of Business and Significant Accounting Policies Description of Business Upstart Holdings, Inc. and its subsidiaries (together “Upstart”, the “Company”, “we”, or “our”) apply modern data science and technology to the process of originating consumer credit. The Company helps bank partners originate credit by providing them with a proprietary, cloud-based, artificial intelligence lending platform. As the Company’s technology continues to improve and additional banks adopt the Upstart platform, consumers benefit from improved access to affordable and frictionless credit. Upstart Network, Inc. was incorporated in Delaware in 2012. Pursuant to a restructuring, Upstart Holdings, Inc. was incorporated in December 2013 and became the holding company of Upstart Network, Inc. The Company currently operates in the United States and is headquartered in San Mateo, California and Columbus, Ohio. The Company’s fiscal year ends on December 31. Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements included in our Annual Report on Form 10-K and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive income (loss) and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated of any future annual or interim periods. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. Accordingly, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2020. The preparation of the condensed consolidated financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements, which management believes are critical in understanding and evaluating the Company’s reported financial results include: (i) fair value determinations; (ii) stock-based compensation; (iii) consolidation of VIEs; and (iv) provision for income taxes, net of valuation allowance for deferred tax 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 periods. Stock-Based Compensation The Company issues stock options, restricted stock units (“RSUs”), and restricted stock to employees and nonemployees, including directors and third-party service providers, and employee stock purchase rights granted under the Company’s employee stock purchase plan (“ESPP”). 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. 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 stock options that are expected to vest. 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 interim condensed 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. If the Company concludes the fair value 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 condensed 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. Follow-on Offering On April 13, 2021, the Company completed a follow-on offering, in which 2,300,000 shares of common stock (including the exercise in full of the underwriters’ option to purchase 300,000 additional shares) were issued and sold at $120.00 per share. The Company received net proceeds of $263.9 million after deducting underwriting discounts and commissions of $11.0 million and offering expenses of $1.0 million. Offering expenses consisted of incremental accounting, legal, and other fees incurred related to the follow-on offering. Other Income (Expense) In the three and six months ended June 30, 2021, other income (expense) primarily consisted of dividend income earned by the Company on its unrestricted cash balance which is recognized in the period earned. In April 2020, the Company received a forgivable loan under the Paycheck Protection Program (“PPP”), totaling $5.3 million with a stated annual interest rate of 1%. All loan payments are deferred for six months if not forgiven under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The loan and accrued interest are forgivable for borrowers who use the loan proceeds for eligible expenses during a twenty-four week period following the borrower’s receipt of the loan and maintain payroll and employee headcount. The Company has used the full proceeds of the loan for eligible expenses within the required period. The Company determined that forgiveness of the loan under the CARES Act was reasonably assured and recorded the full amount of proceeds as other income in the condensed consolidated statement of operations and comprehensive income (loss) in 2020. In March 2021, the Company voluntarily repaid proceeds received under the Paycheck Protection Program plus accrued interest totaling $5.3 million. The Company recognized the loan principal repayment as an other expense. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company will no longer qualify as an emerging growth company on the last day of the fiscal year ending December 31, 2021. Accordingly, the Company will be required to comply with the new or revised accounting pronouncements as of the effective dates applicable to public companies that are not emerging growth companies, as disclosed below. Recently Adopted Accounting Pronouncements The Company adopted the following accounting standards during the six months ended June 30, 2021: In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires a customer in a hosting arrangement that is a service contract to follow the internal-use software guidance in Topic 350-40 to determine which implementation costs to capitalize as assets or expense as incurred. The standard is effective January 1, 2021 for emerging growth companies that have adopted the private company relief. The amendments in this ASU can be applied either retrospectively or prospectively to all implementation costs after the date of adoption. The guidance became effective on January 1, 2021 and the Company adopted the standard on a prospective basis. The adoption of the standard did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The standard removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The amendment is to be adopted through either a fully retrospective or modified retrospective method of transition. Early adoption is permitted. The Company early adopted ASU 2020-06 on January 1, 2021 with no material impact on the Company’s condensed consolidated financial statements or related disclosures. Recently Issued Accounting Pronouncements In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which will be effective January 1, 2023 for emerging growth companies that have adopted the private company relief. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. The Company accounts for its loans at fair value through net income (loss), which is outside the scope of Topic 326. For available for sale debt securities, the guidance will require recognition of expected credit losses by recognizing an allowance for credit losses when the fair value of the security is below amortized cost and the recognition of this allowance is limited to the difference between the security’s amortized cost basis and fair value. The Company is evaluating the impact this ASU will have on its condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income (loss), condensed consolidated statements of cash flows and related disclosures. The Company plans to adopt Topic 326 effective as of January 1, 2021 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. In March 2020 the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting followed by ASU 2021-01, Reference Rate Reform, Scope issued in January 2021. ASU 2020-04 and ASU 2021-01 provide temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company is currently evaluating the impact of the adoption of ASU 2020-04 and ASU 2021-01 on its condensed consolidated financial statements and related disclosures.

Revenue

6 Months Ended

Jun. 30, 2021

Revenue from Contract with Customer [Abstract]

Revenue

Revenue from fees, net

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021
Revenue from fees, net:
Platform and referral fees, net	$	7,612	$	169,080	$	67,842	$	276,033
Servicing fees, net	5,693		18,217		13,476		$	27,434
Total revenue from fees, net	$	13,305	$	187,297	$	81,318	$	303,467

Platform and referral fees, net

The Company enters into contracts with bank partners to provide access to a cloud-based artificial intelligence lending platform developed by the Company (the “Upstart platform”) to enable banks to originate unsecured personal and secured auto loans. The Upstart platform includes a cloud-based application (through Upstart.com or a bank-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, an electronic loan documentation signed by the borrower. Bank partners can specify certain parameters of loans they are willing to originate. Under these contracts, bank partners can choose to use Upstart’s referral services, which allow them to access new borrowers through Upstart’s marketing channels. The Company’s contracts with bank partners are non-cancelable and generally have 12-month terms that automatically renew.

After origination, Upstart-powered loans are either retained by bank partners, purchased by the Company for immediate resale to institutional investors under loan sale agreements, or purchased and held by the Company. For loans purchased by the Company, Upstart pays bank partners a one-time loan premium fee upon completion of the minimum holding periods. Upstart also pays bank partners monthly loan trailing fees based on the amount and timing of principal and interest payments made by borrowers of the underlying loans. The monthly loan trailing fees are paid based on the amount and timing of principal and interest payments made by borrowers of the underlying loans. Both the loan premium fees and loan trailing fees are consideration payable to customers and are recorded as a reduction to platform and referral fees, net, which is part of revenue from fees, net, in the condensed consolidated statements of operations and comprehensive income (loss) for the periods presented. The Company recognized $1.4 million and $3.8 million, of loan premium fees and loan trailing fees as contra-revenue within platform and referral fees, net for the three and six months ended June 30, 2020, respectively, and $6.0 million and $9.6 million, for the three and six months ended June 30, 2021, respectively.

As of December 31, 2020 and June 30, 2021, the Company recorded $1.3 million and $2.5 million of loan trailing fee liability, respectively, which is recorded at fair value and included within accrued expenses other liabilities on the Company’s condensed consolidated balance sheets. Refer to “Note 4. 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, which are our bank partners, 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 declining (tier-based) price per unit based on volume or as a percentage of the total value of loans originated each period; however, pricing for these services may also be based on minimum usage fees. The tier-based pricing, when offered, resets on a monthly basis and does not accumulate. Given that the nature of the Company’s promise is to stand-ready and provide continuous access to and process transactions through the platform, tier-based pricing based on usage represents variable consideration. Since the variable fees relate directly to the day in which such services are provided, they generally meet the criteria for allocating variable consideration entirely to one or more, but not all, performance obligations in a contract. Accordingly, when the requisite criteria are met, variable fees are allocated to and recognized on the day the services are provided. Fees for platform and referrals 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.

The Company did not recognize revenue from performance obligations related to prior periods for the periods presented. The Company had no material contract assets, contract liabilities, or deferred contract costs recorded as of December 31, 2020 and June 30, 2021. The Company had $8.1 million and $16.2 million of accounts receivable that are included in other assets on the condensed consolidated balance sheets related to contracts with customers as of December 31, 2020 and June 30, 2021, respectively. The Company’s allowance for bad debt was immaterial as of December 31, 2020 and June 30, 2021, and the Company’s bad debt expense was immaterial for the periods presented.

The Company capitalizes incremental costs of obtaining a contract with a customer, which are certain sales commissions paid to acquire bank 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 June 30, 2021, the Company had an immaterial amount of contract costs capitalized within other assets on the condensed consolidated balance sheets. For the three and six months ended June 30, 2021, the Company amortized an immaterial amount of capitalized contracts costs to sales and marketing in the condensed consolidated statements of operations and comprehensive income (loss).

For the three and six months ended June 30, 2020, the Company had one customer (“Customer A”) which accounted for 35% and 70% of the Company’s total revenue, respectively. For the three and six months ended June 30, 2021, Customer A accounted for 63% and 62%, respectively, of the Company’s total revenue and a second customer accounted for 22% and 23%, respectively, of the Company’s total revenue. Two customers accounted for 34% and 15% of accounts receivable as of December 31, 2020, respectively, and 38% and 18% as of June 30, 2021, respectively.

Servicing fees, net

The Company also enters into contracts with bank partners and institutional investors to provide loan servicing for the life of Upstart-powered loans. These services commence upon origination of these loans by bank partners and include collection, processing and reconciliations of payments received, 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 and are accounted for under ASC 860, Transfers and servicing of financial assets.

Servicing fees, net also include gains and losses on assets and liabilities recognized under loan servicing arrangements for loans retained by bank partners or loans sold to institutional investors. Such gains or losses are recognized based on whether the benefits of servicing are expected to more than adequately compensate the Company for carrying out its servicing obligations. Servicing fees also include changes in fair value of loan servicing assets and liabilities in the periods presented. Refer to “Note 4. Fair Value Measurement” for additional information on changes in fair value associated with servicing assets and liabilities.

The Company recognized gains related to loan servicing rights upon loan sales for the periods presented as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021			2020		2021
Net gain related to loan servicing rights	$	221	$	2,169		$	1,680	$	2,102

The Company generally outsources borrower payment collections for loans that are more than 30 days past due or charged off to third-party collection agencies. The Company charges bank partners and institutional investors for collection agency fees related to their outstanding loan portfolio. 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 fees inclusive of late payment fees and ACH fail fees. Revenue from collection agency fees and borrower fees are included in servicing fees, net as part of revenue from fees, net in the Company’s condensed consolidated statements of operations and comprehensive income (loss). The total fees charged by collection agencies are also recognized in the period incurred and reported as part of customer operations expenses.

The Company recognized collection agency fees and borrower fees, which are included in servicing fees, net for the periods presented as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021
Collection agency fees	$	654	$	991	$	1,454	$	1,854
Borrower fees	$	419	$	1,095	$	936	$	1,980

Interest Income and Fair Value Adjustments, Net

Interest income 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, notes receivable and residual certificates, payable to securitization note holders and residual certificate holders.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021
Interest income and fair value adjustments, net:
Interest income	$	7,724	$	3,545	$	16,907	$	6,951
Interest expense	(2,260)		(1,497)		(5,515)		(2,527)
Fair value and other adjustments, net	(1,416)		4,601		(11,363)		7,400
Total interest income and fair value adjustments, net	$	4,048	$	6,649	$	29	$	11,824

Amounts above include interest income, interest expense and fair value adjustments, net related to consolidated securitization trusts for the three and six months ended June 30, 2020 is as follows:


	Three Months Ended June 30, 2020		Six Months Ended June 30, 2020
Interest income and fair value adjustments, net related to consolidated securitization trusts:
Interest income	$	1,794	$	5,173
Interest expense	(505)		(1,074)
Fair value and other adjustments, net	(555)		(3,555)
Total interest income and fair value adjustments, net	$	734	$	544

Interest income

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

Interest income also includes accrued interest earned on outstanding loans but not collected. Loans that have reached a delinquency of over 120 days are classified as non-accrual status and any accrued interest recorded in relation to these loans is reversed in the respective period. As of December 31, 2020 and June 30, 2021, the

Company has recorded $0.9 million of accrued interest income in loans on the condensed consolidated balance sheets.

Interest expense

Interest expense is primarily related to interest recorded on the Company’s borrowings and the notes issued as part of the consolidated securitizations. Interest expense includes accrued interest incurred but not paid. Accrued interest expenses were immaterial as of December 31, 2020 and June 30, 2021.

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, common stock warrant liabilities, and convertible preferred stock warrant liabilities. These adjustments are recorded in the Company’s condensed consolidated statements of operations and comprehensive income (loss) and include both realized and unrealized changes to the value of related assets and liabilities. Refer to “Note 4. Fair Value Measurement” for additional information.

Fair value and other adjustments, net also include income attributable to third-party residual certificate holders for the consolidated securitization and amounts received from borrowers for previously charged-off loans held on the Company’s condensed consolidated balance sheets. These amounts are recognized in the period received.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Securitizations and Variable Interest Entities

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Securitizations and 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 (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.

Warehouse Entity

The Company established Upstart Loan Trust to enter into warehouse credit facilities for the purpose of purchasing Upstart-powered loans. See “Note 9. Borrowings” for additional information. The entity is a Delaware statutory trust that is structured to be bankruptcy-remote, with third-party banks operating as trustees.

Consolidated Securitizations and MOAs

The Company entered into a private offering securitization transaction in April 2018 (“2018-1”). As the sponsor of the securitization transaction, the Company created legal entities for the roles of depositors, issuers, grantor trusts, and MOAs.

Under the risk retention requirements in Title 17 U.S. Code of Federal Regulations Part 246, Credit Risk Retention, promulgated by Securities and Exchange Commission (“RR”), the Company is required to retain at least 5% of the economic risk in securitization transactions in which the Company is the retaining sponsor. The Company elected to satisfy the RR requirements by holding Eligible Horizontal Retained Interests (“EHRIs”) in the form of subordinated certificates within the established MOA.

Concurrently with the closing of the 2018-1 securitization transaction, while maintaining its status as the primary beneficiary of the related MOA, the Company sold 80% of its interests in the MOA to an institutional investor in exchange for cash of approximately $8.0 million based on the fair value of the residual certificates held in the MOA as determined on the pricing date. As a result of the sale, the Company maintained a 20% interest in the MOA and its status as the managing member, while the investor became a non-voting limited member. As of December 31, 2020 and June 30, 2021, no noncontrolling interests were recognized due to deconsolidation of the 2018-1 securitization during 2020.

Upon closing of the securitization transaction, the Company determined that the servicing fees represented a variable interest in the securitization entities due to the EHRIs held by the Company’s MOA to satisfy the RR requirements. The EHRIs held by the MOA were deemed to potentially absorb more than an insignificant amount of the VIEs’ expected losses or expected returns at the inception of the securitization transaction. The Company also determined that it was the primary beneficiary of the entities and consolidated the MOA and trusts associated with the 2018-1 securitization transaction.

Subsequent to the expiration of the RR requirements for 2018-1 in June 2020, the residual certificates held by the MOA was distributed based on the proportional equity held by Upstart and the investor. This distribution required the Company to reassess whether its servicing fee is a variable interest. Although the Company maintains a reduced level of variable interests in the 2018-1 securitization transaction through the EHRIs, the Company’s other interests subsequent to these distributions are no longer expected to absorb more than an insignificant amount of the VIE’s expected losses or expected returns. Therefore, the Company concluded that the fees for servicing the securitization transaction are no longer considered variable interests, and as such the powers the Company possesses through the servicing arrangement is no longer considered in the primary beneficiary determination. As a result, the Company concluded it was no longer the primary beneficiary of the 2018-1 securitization transaction. The Company deconsolidated the legal entities associated with the 2018-1 securitization as of June 30, 2020. The Company recorded an immaterial net gain on the deconsolidation of the entities. The Company maintained its role as servicer of these securitization transactions.

The Company sponsored three additional securitization transactions in August 2018 (“2018-2”), February 2019 (“2019-1”) and August 2019 (“2019-2”), respectively. As the retaining sponsor of these transactions, the Company was subject to the RR requirements and satisfied them through Eligible Vertical Interests (“EVIs”) in the form of a combination of securitization notes and residual certificates through the established MOAs. The Company concluded that it has a variable interest and is the primary beneficiary of the MOAs associated with these securitization transactions. As a result, the Company consolidated these MOAs as of December 31, 2020 and 2019 and the MOAs continue to remain consolidated as of June 30, 2021. The Company determined that it is not the primary beneficiary of the trusts which hold the loans associated with these securitization transactions, primarily because the Company’s servicing fees are not considered variable interests, and that the transfer of loans as collateral into these securitization transactions met the definition of a sale under Topic 860, Transferring and Servicing. As such, the Company derecognized these loans from the condensed consolidated balance sheets upon the closing of these securitization transactions. Refer to the Unconsolidated Securitizations section below for more information.

Other Consolidated VIEs

Upstart Loan Trust 2, a Delaware statutory trust, holds personal loans facilitated through the Upstart platform. These loans include, but are not limited to, loans which do not satisfy the warehouse requirements or loans that were the result of the Company’s repurchases of loans for breaches of representations and warranties made to institutional investors, as described above.

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


	Assets		Liabilities		Net Assets
December 31, 2020
Warehouse Entities	$	71,530	$	35,109	$	36,421
Majority-owned Affiliates	17,219		7,187		10,032
Other Consolidated VIEs	16,243		—		16,243
Total Consolidated VIEs	$	104,992	$	42,296	$	62,696


	Assets		Liabilities		Net Assets
June 30, 2021
Warehouse Entities	$	55,935	$	2,759	$	53,176
Majority-owned Affiliates	11,839		3,330		8,509
Other Consolidated VIEs	50,710		77		50,633
Total Consolidated VIEs	$	118,484	$	6,166	$	112,318

The Company’s continued involvement in all of its securitizations in which it is the sponsor includes loan servicing rights and obligations for which it receives servicing fees over the life of the underlying loans. The Company monitors its status as the primary beneficiary and in case of reconsideration events, updates the analysis accordingly.

Unconsolidated VIEs

The Company’s transactions with unconsolidated VIEs include securitizations of unsecured personal whole loans and sales of whole loans to VIEs. The Company has various forms of involvement with VIEs, including servicing of loans and holding senior or residual interests in the VIEs. The Company’s transactions with unconsolidated VIEs include securitizations of unsecured personal whole loans and sales of whole loans to VIEs. The Company has various forms of involvement with VIEs, including servicing of loans and holding senior or residual interests in the VIEs.

Unconsolidated Securitizations

As of June 30, 2021, the Company’s unconsolidated VIEs include entities established as the issuers and grantor trusts for the 2017-1, 2017-2, 2018-1, 2018-2, 2019-1, and 2019-2 securitization transactions (the “Unconsolidated Securitizations”). The Company’s continued involvement in the unconsolidated VIEs is in the form of its role as the sponsor and the servicer of these transactions. For each of the unconsolidated securitizations, the Company determined that it is not the primary beneficiary.

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.

Upstart Network Trust

Upstart Network Trust (“UNT”), also a Delaware statutory trust, was established in 2014 to facilitate Upstart’s fractional loan program. The Company is the servicer of UNT’s loan assets and previously concluded that the servicing fee represents a variable interest and that the Company is the primary beneficiary of UNT. The program was formally discontinued in 2019 and as a result of a reduction in the Company’s investment in UNT, the Company concluded that it was no longer the primary beneficiary and therefore deconsolidated UNT during 2019. The fair value of the Company’s investment in UNT is included in notes receivable and residual certificates in the condensed consolidated balance sheets as of December 31, 2020 and June 30, 2021. The Company’s continued involvement in UNT includes loan servicing rights and obligations for which it receives servicing fees over the life of the underlying loans

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


	Assets		Liabilities		Net Assets		Maximum Exposure to Losses
December 31, 2020
Securitizations	$	484,604	$	390,252	$	94,352	$	24,434
Upstart Network Trust	39,754		39,754		—		1,707
Total Unconsolidated VIEs	$	524,358	$	430,006	$	94,352	$	26,141


	Assets		Liabilities		Net Assets		Maximum Exposure to Losses
June 30, 2021
Securitizations	$	326,832	$	251,219	$	75,613	$	19,054
Upstart Network Trust	24,612		24,612		—		1,157
Total Unconsolidated VIEs	$	351,444	$	275,831	$	75,613	$	20,211

The carrying value of assets that relate to variable interests in unconsolidated VIEs consists of $18.9 million and $13.0 million which are included in notes receivable and residual certificates on the condensed consolidated balance sheets as of December 31, 2020 and June 30, 2021, respectively. The Company also had $7.2 million of cash deposits made to reserve accounts for related securitizations, included in other assets on the condensed consolidated balance sheets as of December 31, 2020 and June 30, 2021.

The Company’s maximum exposure to loss from its involvement with unconsolidated VIEs represents the estimated loss that would be incurred under severe, hypothetical circumstances, for which the Company believes the possibility is remote, such as where the value of securitization notes and senior and residual certificates the Company holds as part of the RR requirement declines to zero.

Retained Interest in Unconsolidated VIEs

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 beneficial interests held by the Company and the Company’s MOAs are subject principally to the credit and prepayment risk stemming from the underlying unsecured personal whole loans.

Off-Balance Sheet Loans

Off-balance sheet loans relate to securitization transactions for which the Company has some form of continuing involvement, including as servicer. For a loan related to securitization transactions where servicing is the only form of continuing involvement, the Company would only experience a loss if it were required to repurchase such a loan due to a breach in representations and warranties associated with its loan sale or servicing contracts. Additionally, in the unlikely event principal payments on the loans backing a securitization are insufficient to pay senior note holders, any amounts the Company contributed to the securitization reserve accounts may be depleted.

Starting December 2019, the Company co-sponsored several securitization transactions with an investment bank. The Company was not required to retain economic risk in these securitization transactions as the co-sponsor investment bank acted as the retaining sponsor. Similar to 2018-2, 2019-1, and 2019-2, the Company contributed certain loans to this securitization as collateral and recognized this transfer under Topic 860, Transferring and Servicing. The Company is also the servicer of these securitization transactions.

Fair Value Measurement

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurement

The following table presents assets and liabilities measured at fair value and categorized as Level 3 in the fair value hierarchy:


	December 31,		June 30,
	2020		2021
Assets
Loans	$	78,460	$	82,311
Notes receivable and residual certificates	19,074		12,995
Loan servicing assets	6,831		15,450
Total assets	$	104,365	$	110,756
Liabilities
Loan servicing liabilities	$	8,254	$	11,883
Trailing fee liabilities	1,276		2,513
Total liabilities	$	9,530	$	14,396

Financial instruments are categorized in the fair value hierarchy based on the significance of unobservable factors in the overall fair value measurement. Since the Company’s loans, notes receivable and residual certificates, other assets, loan servicing assets and liabilities, and trailing fee liabilities do not trade in an active market with readily observable prices, the Company uses significant unobservable inputs to measure the fair value of these assets and liabilities.

There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy during the periods presented.

Loans

Loans included in the Company’s condensed consolidated balance sheets are classified as either held-for-sale or held-for-investment. The Company reclassified loans held by the warehouse entities from held-for-investment to held-for-sale as of January 1, 2020, due to the Company’s intent to sell the loans prior to maturity and increasing evidence of their marketability. Other loans held on the Company’s condensed consolidated balance sheets retained their classification as held-for-investment. These loans include, but are not limited to, loans which do not satisfy the warehouse requirements and loans held in the consolidated securitizations.

The following table presents the fair value of classes of loans held by the Company:


	December 31,		June 30,
	2020		2021
Loans held-for-sale	$	60,232	$	26,741
Loans held-for-investment	18,228		55,570

Total	$	78,460	$	82,311

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, which was immaterial as of December 31, 2020 and June 30, 2021.

For the three and six months ended June 30, 2020 and 2021, 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 consolidated securitization entities. Under the measurement alternative, the Company measures the financial assets, which consist of held-for-investment and held-for-sale loans in the condensed consolidated balance sheets, and financial liabilities, which consist of securitization notes and residual certificates issued to institutional investors, included in payable to securitization note holders and residual certificate holders in the condensed consolidated balance sheets, using the more observable of the fair value of the financial assets and liabilities. The Company determined the fair value of the amounts payable to securitization note holders and residual certificate holders is more observable than that of the loans. The securitization notes and residual certificates are measured at fair value, and the loans are measured based on the sum of the fair value of the securitization notes and residual certificates, with changes in fair value included in the condensed consolidated statements of operations and comprehensive income (loss).

Significant Inputs and Assumptions

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


	December 31, 2020						June 30, 2021
	Minimum		Maximum		Weighted-Average (2)		Minimum		Maximum		Weighted-Average (2)
Discount rate	6.80	%	16.99	%	7.44	%	3.50	%	17.27	%	7.22	%
Credit risk rate (1)	0.36	%	52.31	%	19.82	%	0.08	%	50.85	%	22.22	%
Prepayment rate (1)	11.64	%	78.36	%	31.03	%	11.15	%	86.75	%	37.09	%

(1)Expressed as a percentage of the original principal balance of the loans

(2)Unobservable inputs were weighted by relative fair value

Discount rates–The discount rates are rates of return used to discount future expected cash flows to arrive at a present value, which represents the fair value. The discount rates used for the projected net cash flows are the Company’s estimates of the rates of return that market participants would require when investing in these financial instruments with cash flows dependent on credit quality of the related loan. 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.

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 impact the projected balances and expected terms of the loans.

The above inputs are similarly used in estimating fair value of related financial instruments. Refer to the Assets and Liabilities related to Securitization Transactions section below for more information.

Significant Recurring Level 3 Fair Value Input Sensitivity

The below table presents the sensitivity of the loans held-for-sale and held-for-investment to adverse changes in key assumptions used in the valuation model as of December 31, 2020 and June 30, 2021, respectively. The estimated fair value of these loans is not sensitive to adverse changes in expected prepayment rates as such changes would not result in a significant impact on the fair value in either periods.


	December 31,		June 30,
	2020		2021
Fair value of loans	$	78,460	$	82,311
Discount rates
100 basis point increase	(979)		(1,089)
200 basis point increase	(1,939)		(2,154)
Expected credit loss rates on underlying loans
10% adverse change	(1,303)		(1,350)
20% adverse change	(2,611)		(2,700)

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-for- Investment (Securitized)		Total
Fair value at March 31, 2020	$	116,511	$	16,758	$	67,332	$	200,601

Purchases of loans	677		39		—		716

Purchase of loans for immediate resale	66,694		—		—		66,694
Immediate resale	(66,694)		—		—		(66,694)
Repayments received	(7,908)		(1,317)		(8,745)		(17,970)
Changes in fair value recorded in earnings	(1,201)		(229)		(1,365)		(2,795)
Other changes	29		(61)		—		(32)
Changes due to deconsolidation	—		—		(57,222)		(57,222)
Fair value at June 30, 2020	$	108,108	$	15,190	$	—	$	123,298


	Loans Held-for- Sale		Loans Held-for-Investment		Loans Held-for- Investment (Securitized)		Total
Fair value at December 31, 2019	$	—	$	141,555	$	90,750	$	232,305
Reclassification of loans from HFI to HFS	125,297		(125,297)		—		—
Purchases of loans	98,601		2,794		—		101,395
Sale of loans	(94,949)		—		—		(94,949)
Purchase of loans for immediate resale	915,234		—		—		915,234
Immediate resale	(915,234)		—		—		(915,234)
Repayments received	(14,354)		(2,628)		(24,018)		(41,000)
Changes in fair value recorded in earnings	(6,482)		(1,248)		(9,508)		(17,238)
Other changes	(5)		14		(2)		7
Changes due to deconsolidation	—		—		(57,222)		(57,222)
Fair value at June 30, 2020	$	108,108	$	15,190	$	—	$	123,298


	Loans Held-for- Sale		Loans Held-for-Investment		Loans Held-for- Investment (Securitized)		Total
Fair value at March 31, 2021	$	28,794	$	28,395	$	—	$	57,189

Purchases of loans	20,071		29,601		—		49,672
Sale of loans	(20,432)		—		—		(20,432)
Purchase of loans for immediate resale	2,119,597		—		—		2,119,597
Immediate resale	(2,119,597)		—		—		(2,119,597)
Repayments received	(1,726)		(3,800)		—		(5,526)
Changes in fair value recorded in earnings	(5)		1,174		—		1,169
Other changes	39		200		—		239

Fair value at June 30, 2021	$	26,741	$	55,570	$	—	$	82,311


	Loans Held-for- Sale		Loans Held-for-Investment		Loans Held-for- Investment (Securitized)		Total
Fair value at December 31, 2020	$	60,232	$	18,228	$	—	$	78,460
Reclassification of loans from HFI to HFS	(26)		26		—		—
Purchases of loans	38,311		42,548		—		80,859
Sale of loans	(66,901)		—		—		(66,901)
Purchase of loans for immediate resale	3,414,231		—		—		3,414,231
Immediate resale	(3,414,231)		—		—		(3,414,231)
Repayments received	(5,036)		(6,129)		—		(11,165)
Changes in fair value recorded in earnings	352		616		—		968
Other changes	(191)		281		—		90

Fair value at June 30, 2021	$	26,741	$	55,570	$	—	$	82,311

Assets related to Securitization Transactions

As of December 31, 2020 and June 30, 2021, the Company held notes receivable and residual certificates with an aggregate fair value of $19.1 million and $13.0 million, respectively. The balances consist of securitization notes and residual certificates corresponding to the 5% economic risk retention the Company is required to maintain as the retaining sponsor of the unconsolidated securitizations.

Valuation Methodology

The discounted cash flow methodology is used to estimate the fair value of notes receivable and residual certificates, using the same projected net cash flows as their related loans. This model uses inputs that are inherently judgmental and reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value.

Significant Inputs and Assumptions

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


	December 31, 2020						June 30, 2021
	Minimum		Maximum		Weighted-Average (2)		Minimum		Maximum		Weighted-Average (2)
Notes receivable and residual certificates
Discount rate	3.01	%	14.00	%	5.84	%	2.98	%	14.00	%	5.89	%
Credit risk rate (1)	0.04	%	50.69	%	17.12	%	0.04	%	50.69	%	17.90	%
Prepayment rate (1)	15.60	%	36.88	%	27.63	%	15.60	%	36.88	%	27.70	%

(1)Expressed as a percentage of the original principal balance of the loans underlying the financial instruments

(2)Unobservable inputs were weighted by relative fair value

Significant Recurring Level 3 Fair Value Input Sensitivity

The securities issued in the securitization transactions are senior or subordinated based on the waterfall criteria of loan payments to each security class, with the residual interest (the “residual certificates”) issued being the first to absorb credit losses in accordance with the waterfall criteria. Accordingly, the residual certificates are the most sensitive to adverse changes in credit risk rates. Depending on the specific securitization, a hypothetical increase in the credit risk rate of 10% to 20% would result in significant decreases in the fair value of the residual certificates. On average, a hypothetical increase in the credit risk rate of 20% would result in a 17% decrease in the fair value of the residual certificates. The remaining classes of securities, with the exception of those in 2018-2, are all overcollateralized such that changes in credit risk rates are not expected to have significant impacts on their fair values.

The fair value of the securities is also 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 basis point increase in discount rates results in a decrease in fair value of the securities (including securitization notes and residual certificates) of 1.23% and 0.83% as of December 31, 2020 and June 30, 2021, respectively. On average, a hypothetical 200 basis point increase in discount rates results in a decrease in fair value of the securities (including securitization notes and residual certificates) of 2.36% and 1.66% as of December 31, 2020 and June 30, 2021, respectively.

The fair value of securitization notes and residual certificates are not sensitive to adverse changes in expected prepayment rates as such changes would not result in a significant impact on the fair value as of December 31, 2020 and June 30, 2021.

Rollforward of Level 3 Fair Values

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


	Notes Receivable and Residual Certificates
Fair value at March 31, 2020	$	26,896

Repayments and settlements	(3,588)
Changes in fair value recorded in earnings	1,532

Fair value at June 30, 2020	$	24,840


	Notes Receivable and Residual Certificates
Fair value at December 31, 2019	$	34,116
Purchases and issuances of securitization notes and residual certificates	4
Repayments and settlements	(7,616)
Changes in fair value recorded in earnings	(1,664)

Fair value at June 30, 2020	$	24,840


	Notes Receivable and Residual Certificates
Fair value at March 31, 2021	$	16,033

Repayments and settlements	(3,230)
Changes in fair value recorded in earnings	192

Fair value at June 30, 2021	$	12,995


	Notes Receivable and Residual Certificates
Fair value at December 31, 2020	$	19,074

Repayments and settlements	(6,349)
Changes in fair value recorded in earnings	270

Fair value at June 30, 2021	$	12,995

Loan Servicing Assets and Liabilities

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 unpaid 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, 2020						June 30, 2021
	Minimum		Maximum		Weighted-Average (2)		Minimum		Maximum		Weighted-Average (2)
Discount rate	15.00	%	35.00	%	22.69	%	13.00	%	20.00	%	15.83	%
Credit risk rate (1)	0.03	%	52.78	%	17.19	%	0.03	%	52.78	%	9.23	%
Market-servicing rate (3)(4)	0.75	%	0.75	%	0.75	%	0.75	%	0.75	%	0.75	%
Prepayment rate (1)	9.07	%	89.01	%	31.62	%	8.39	%	92.60	%	36.29	%

(1)Expressed as a percentage of the original principal balance of the loans underlying the servicing arrangement

(2)Unobservable inputs were weighted by relative fair value

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

(4)Expressed as a percentage of the outstanding principal balance of the loan

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 impact 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. 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 impact the projected balances and expected terms of the loans, which are used to project future servicing revenues.

Significant Recurring Level 3 Fair Value Input Sensitivity

The table below presents the fair value sensitivity of loan servicing assets and liabilities to adverse changes in key assumptions. The fair value of loan servicing assets and liabilities is not sensitive to adverse changes in discount rates as such changes would not result in a significant impact on the fair value as of December 31, 2020 and June 30, 2021, respectively.


	December 31,		June 30,
	2020		2021
Fair value of loan servicing assets	$	6,831	$	15,450
Expected market-servicing rates
10% market-servicing rates increase	(19,013)		(2,742)
20% market-servicing rates increase	(38,027)		(5,144)
Expected prepayment rates
10% adverse change	(2,061)		(28)
20% adverse change	(4,212)		(62)


	December 31,		June 30,
	2020		2021
Fair value of loan servicing liabilities	$	8,254	$	11,883
Expected market-servicing rates
10% market-servicing rates increase	22,974		3,562
20% market-servicing rates increase	45,948		7,465
Expected prepayment rates
10% adverse change	2,491		486
20% adverse change	5,089		985

Rollforward of Level 3 Fair Values

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


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at March 31, 2020	$	6,622	$	5,906
Sale of loans	465		244
Changes in fair value recorded in earnings	(1,207)		465
Fair value at June 30, 2020	$	5,880	$	6,615


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2019	$	4,725	$	5,140
Sale of loans	3,170		1,490
Changes in fair value recorded in earnings	(2,015)		(15)
Fair value at June 30, 2020	$	5,880	$	6,615


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at March 31, 2021	$	8,734	$	10,853
Sale of loans	6,477		4,308
Changes in fair value recorded in earnings	239		(3,278)
Fair value at June 30, 2021	$	15,450	$	11,883


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2020	$	6,831	$	8,254
Sale of loans	9,929		7,827
Changes in fair value recorded in earnings	(1,310)		(4,198)
Fair value at June 30, 2021	$	15,450	$	11,883

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. Significant inputs used for estimating the fair value of trailing fee liabilities included discount rates of 3.50% to 17.27% and credit risk rates of 0.08% to 50.85%.

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

Rollforward of Level 3 Fair Values

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


	Trailing Fee Liabilities
Fair value at March 31, 2020	$	762
Issuances	57
Repayments and settlements	(76)
Changes in fair value recorded in earnings	(23)


Fair value at June 30, 2020	$	720


	Trailing Fee Liabilities
Fair value at December 31, 2019	$	504
Issuances	369
Repayments and settlements	(130)
Changes in fair value recorded in earnings	(23)


Fair value at June 30, 2020	$	720


	Trailing Fee Liabilities
Fair value at March 31, 2021	$	1,775
Issuances	936
Repayments and settlements	(246)
Changes in fair value recorded in earnings	48

Fair value at June 30, 2021	$	2,513


	Trailing Fee Liabilities
Fair value at December 31, 2020	$	1,276
Issuances	1,605
Repayments and settlements	(416)
Changes in fair value recorded in earnings	48

Fair value at June 30, 2021	$	2,513

- Definition

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

+ References + Details

Loans at Fair Value

6 Months Ended

Jun. 30, 2021

Receivables [Abstract]

Loans at Fair Value

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


	Loans				Loans > 90 Days Past Due
	December 31,		June 30,		December 31,		June 30,
	2020		2021		2020		2021
Outstanding principal balance	$	97,497	$	100,181	$	2,018	$	5,797
Net fair value and accrued interest adjustments	(19,037)		(17,870)		(2,002)		(5,762)
Fair value(1)	$	78,460	$	82,311	$	16	$	35

_________

(1) Includes $2.4 million and $23.8 million of auto loans as of December 31, 2020 and June 30, 2021, respectively, of which an immaterial amount is 90 days or more past due for each period presented.

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

Balance Sheet Components

6 Months Ended

Jun. 30, 2021

Other Assets [Abstract]

Balance Sheet Components

Other Assets

Other assets consisted of the following:


	December 31,		June 30,
	2020		2021
Servicing fees and other receivables	$	11,656	$	31,736
Deposits	7,947		8,150
Prepaid expenses	6,009		14,916
Loan servicing assets (at fair value)	6,831		15,450
Other assets	7,603		2,738
Total other assets	$	40,046	$	72,990

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

Property, Equipment, and Software, Net

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


	December 31,		June 30,
	2020		2021
Internally developed software	$	7,906	$	11,074
Computer equipment	1,285		1,900
Furniture and fixtures	1,770		2,573
Leasehold improvements	2,763		3,412
Total property, equipment, and software	13,724		18,959
Accumulated depreciation and amortization	(3,692)		(5,410)
Total property, equipment, and software, net	$	10,032	$	13,549

For the three and six months ended June 30, 2020, depreciation and amortization expense on property, equipment, and software was immaterial. For the three and six months ended June 30, 2021, depreciation and amortization expense on property, equipment, and software was $0.9 million and $1.7 million, respectively. Capitalized internally developed software balances, net of accumulated amortization, were $6.0 million and $8.2 million as of December 31, 2020 and June 30, 2021, respectively.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


	December 31,		June 30,
	2020		2021
Accrued expenses	$	10,974	$	29,884
Accrued payroll	13,834		19,368


Loan servicing liabilities (at fair value)	8,254		11,883
Trailing fee liability (at fair value)	1,276		2,513


Other liabilities	1,331		6,731
Total accrued expenses and other liabilities	$	35,669	$	70,379

Acquisitions

6 Months Ended

Jun. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

In April 2021, the Company completed its acquisition of Prodigy Software, Inc. (“Prodigy”). Prodigy provides an e-commerce platform for car dealerships which enables both online and in-store vehicle discovery, credit application, and checkout. Prodigy provides a modern multi-channel car buying experience, helping dealerships serve consumers with a holistic software solution that integrates legacy systems. In addition to modernizing the car buying experience, Prodigy will bring Upstart's AI enabled auto loans to dealerships across the country where a significant number of auto loans are transacted.

The total consideration the Company provided for Prodigy was approximately $89.0 million, comprised of the following:


	April 8, 2021
Fair value of Upstart common stock issued to Prodigy stockholders(1)	$	70,121
Cash paid to common and preferred stockholders, warrant holders, and vested option holders(2)	17,151
Fair value of assumed Prodigy options attributable to pre-combination service period	889
Transactions costs paid by Upstart on behalf of Prodigy	883
Total purchase consideration	$	89,044

_________

(1) The fair value is based on 568,539 shares of Company common stock at $123.33 per share, the closing stock price on April 8, 2021, and 87,339 shares are held in escrow as security for certain indemnification obligations of former Prodigy stockholders.

(2) $1.9 million of the cash paid is being held in escrow as security for certain indemnification obligations of former Prodigy stockholders.

Excluded from the total purchase consideration above are 82,201 shares of the Company’s restricted common stock ("restricted stock") with a fair value of $10.1 million issued to certain Prodigy employees. The restricted stock is subject to transfer restrictions and a repurchase option and is contingent upon the employees' continued employment with the Company. The repurchase option will lapse with respect to 1/8th of the shares of restricted stock at the end of each successive three-month period following the closing date of the Prodigy acquisition. The Company will record stock-based compensation expense straight-line over the two-year period that the repurchase option lapses.

The acquisition has been accounted for as a business combination. The purchase consideration was allocated to the tangible and intangible assets and liabilities acquired as of the acquisition date, with the excess recorded to goodwill as shown below. The values assigned to the assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the date of this Quarterly Report on Form 10-Q and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date:


	April 8, 2021
Goodwill	$	66,866
Acquisition-related intangible assets	23,200
Cash	1,479
Deferred tax liability, net	(2,328)
Other assets acquired and liabilities assumed, net	(173)
Total purchase consideration	$	89,044

The goodwill recognized was primarily attributable to the opportunity to bring Upstart's AI enabled auto loans to dealerships across the country where the vast majority of loans are transacted. The goodwill is not deductible for U.S. federal income tax purposes.

The Company recognized acquisition-related costs of approximately $1.2 million in the six months ended June 30, 2021 which are included in the general and administrative expense in the condensed consolidated statement of operations and comprehensive income (loss). Acquisition-related costs were immaterial in the three months ended June 30, 2021.


	Estimated fair values (in thousands)		Estimated useful life (years)
Developed technology	$	9,400	3.0
Trade name	100		2.0
Customer relationships	13,700		12.0
Total acquisition-related intangible assets	$	23,200

The fair values of the acquisition-related intangibles were determined using the following methodologies: replacement cost method, the relief from royalty method, and the with/without method, a form of the income approach, for developed technology, trade name, and customer relationships, respectively. The acquired intangible assets have a total weighted average amortization period of 8.3 years.

We have included the financial results of the acquired business in our condensed consolidated financial statements from the date of acquisition. Revenues and expenses related to the acquisition for the three and six months ended June 30, 2021 were not material. Pro forma results of operations have not been presented because the effects of this acquisition were not material to our financial results.

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill

The table below presents changes to the carrying amount of goodwill:


	December 31, 2020		Goodwill Acquired		June 30, 2021
Goodwill	$	—	$	66,866	$	66,866

The goodwill acquired during the six months ended June 30, 2021 is associated with the acquisition of Prodigy. There was no impairment for the periods presented.

Intangible Assets

Acquired intangible assets subject to amortization are as follows:


	June 30, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Useful Life (Years)
Developed technology	$	9,400	$	783	$	8,617	2.8
Trade name	100		12		88		1.8
Customer relationships	13,700		286		13,414		11.8
	$	23,200	$	1,081	$	22,119

Amortization expense was $1.1 million for both the three and six months ended June 30, 2021. There were no acquired intangible assets subject to amortization prior to April 8, 2021.

Expected future amortization expense for intangible assets as of June 30, 2021 is as follows:


Fiscal Years:
Remaining 2021	$	2,163
2022	4,325
2023	4,287
2024	1,925
2025	1,142
Thereafter	8,277
Total	$	22,119

Borrowings

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Borrowings

The following table presents the aggregate principal outstanding of all loans mentioned in this note that are included in the condensed consolidated balance sheets:


	Borrowings
	December 31,		June 30,
	2020		2021
Term loan	$	15,000	$	—
Revolving credit facility	5,500		—
Warehouse credit facility	34,994		2,727
Risk retention funding loans	7,187		3,330
Total payments due	62,681		6,057
Unamortized debt discount	(55)		—
Total borrowings	$	62,626	$	6,057

Term Loan

In October 2018, the Company and UNI entered into a mezzanine loan and security agreement to obtain a term loan of up to $15.0 million (the “Mezzanine Loan”). The Mezzanine Loan bears interest at the greater of prime rate plus 5.25% or 10.00% per annum, payable monthly. The principal balance was due upon maturity on October 1, 2021.

In June 2021, the Company repaid in full the $15.0 million principal balance outstanding under the Mezzanine Loan, plus accrued interest and prepayment fees, and terminated the Mezzanine Loan. In connection with the termination, the Company recognized the remaining unamortized debt discount and recognized an immaterial loss on debt extinguishment.

Revolving Credit Facility

In September 2018, the Company and UNI entered into a revolving credit facility with a third-party lender for up to $5.5 million (the “UNI Credit Facility”). The UNI Credit Facility bears floating interest at the greater of prime rate plus 1.00% or 4.25% annum, payable monthly, subject to a monthly minimum interest requirement prior to maturity. The UNI Credit Facility had an original termination and maturity date of June 1, 2020. In 2020, the parties agreed to extend the maturity date of the UNI Credit Facility to June 1, 2021. In June 2021, the Company repaid in full the $5.5 million of outstanding principal, plus accrued interest, under the UNI Credit Facility and did not renew such facility.

Warehouse Credit Facility

In November 2015, the Company’s consolidated VIE, Upstart Loan Trust (“ULT”), entered into a revolving credit and security agreement with a third-party lender (the “ULT Warehouse Credit Facility”). The credit and security agreement for the ULT Warehouse Credit Facility was amended and restated in its entirety in May 2020 and further amended in June 2021. Under the revolving credit and security agreement, as amended from time to time, ULT may borrow up to $100.0 million (subject to a borrowing base capacity) until the earlier of June 15, 2023 or the occurrence of an accelerated amortization event. An accelerated amortization event includes, but are not limited to, failure to satisfy certain loan performance metrics or the occurrence of an event of default. The proceeds may only be used to purchase unsecured personal loans from Upstart’s platform and to pay fees and expenses related to the credit facility. The ULT Warehouse Credit Facility matures on the earlier of June 15, 2024 or acceleration of the facility following an event of default, upon which date 100% of the outstanding principal amount, together with any accrued and unpaid interest, becomes due and payable. The entire amount of the outstanding principal and interest may be prepaid at any time without penalty. The ULT Warehouse Credit Facility bears a floating interest rate of LIBOR (“ the Benchmark Rate”) plus a spread ranging from 1.90% to 4.00% per annum, due and payable monthly in arrears. In the event that LIBOR ceases to be available, the Benchmark Rate will be replaced with an alternative rate such as the Secured Overnight Financing Rate. The Company is subject to additional interest payments under a minimum utilization requirement of $30 million. The maximum advance rate under the ULT Warehouse Credit Facility on outstanding principal of loans held by ULT was 80% as of December 31, 2020 and 85% June 30, 2021.

The ULT Warehouse Credit Facility contains certain financial covenants. As of December 31, 2020 and June 30, 2021, ULT was in compliance with all applicable covenants under the ULT Warehouse Credit Facility. The creditors of ULT have no recourse to the general credit of the Company, except for certain limited obligations of ULT to its creditors that are guaranteed by the Company. The Company does not guarantee the credit performance of the loans owned by ULT, and the loans and other assets owned by ULT are not available to settle the claims of creditors of the Company.

The following table includes the aggregate balances held by ULT that were pledged as collateral for the ULT Warehouse Credit Facility and included in loans at fair value and restricted cash in the condensed consolidated balance sheets, respectively:


	ULT Warehouse Credit Facility
	December 31, 2020		June 30, 2021
Outstanding borrowings	$	34,994	$	2,727
Aggregate outstanding principal of loans pledged as collateral	59,709		6,470
Aggregate fair value of loans purchased and held by ULT	60,231		26,741
Restricted cash pledged as collateral	11,270		28,974

Risk Retention Funding Loans

In October 2018, Upstart RR Funding 2018-2, LLC (the “2018-2 RR entity”), a consolidated VIE of UNI, entered into a loan and security agreement (the “2018-2 RR Financing Agreement”) to finance the Company’s risk retention balance in the Upstart Securitization Trust 2018-2. Under this agreement, the balance borrowed by the 2018-2 RR entity has an interest rate of 4.00% per annum and is repaid using cash proceeds received by the 2018-2 RR entity as part of monthly cash distributions from the 2018-2 securitization on securitization notes and residual certificates. As of December 31, 2020, the outstanding principal balance under the 2018-2 RR Financing Agreement was immaterial. In April 2021, the Company repaid the outstanding principal and accrued interest in full.

In September 2019, Upstart RR Funding 2019-2, LLC (the “2019-2 RR entity”), a consolidated VIE of UNI, entered into a loan and security agreement (the “2019-2 RR Financing Agreement”) to finance the Company’s risk retention balance in the Upstart Securitization Trust 2019-2. Under this agreement, the balance borrowed by the 2019-2 RR entity has an annual interest rate of 4.33% and is repaid using cash proceeds received by the 2019-2 RR entity as part of monthly cash distributions from the 2019-2 securitization on securitization notes and residual certificates. As of December 31, 2020 and June 30, 2021, the outstanding principal balance under the 2019-2 RR Financing Agreement was $6.6 million and $3.3 million, respectively.

The borrowings are solely the obligations of the 2018-2 RR entity and 2019-2 RR entity, respectively, and the Company is not obligated thereon. The securities and other assets owned by each RR entity are not available to settle the claims of creditors of the Company. Assets pledged as collateral for the risk retention funding loans include $12.6 million and $8.7 million of securities held for risk retention for the 2018-2 and 2019-2 securitization transactions, included in notes receivables and residual certificates on the condensed consolidated balance sheets as of December 31, 2020 and June 30, 2021, respectively.

The following table summarizes the aggregate amount of maturities of all borrowings as of June 30, 2021:


	June 30, 2021
Remainder of 2021	$	—
2022	—
2023	3,330
2024	2,727
2025	—
Total	$	6,057

- 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

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+ Details

Common Stock and Common Stock Warrants

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Common Stock and Common Stock Warrants

Common Stock

In December 2020, the Company's amended and restated certificate of incorporation became effective, which authorized the issuance of 700,000,000 shares of common stock with a par value of $0.0001 per share.

The Company had reserved shares of common stock for issuance, on an as-converted basis, as follows:


	December 31,	June 30,
	2020	2021
Options issued and outstanding	19,600,223	18,626,100
RSUs outstanding	—	1,187,427
Shares available for future issuance under 2020 plan	2,537,181	10,249,442
Shares available for issuance under ESPP	—	2,113,140
Warrants to purchase common stock	75,000	—
Total	22,212,404	32,176,109

Common Stock Warrants

In October 2018, the Company issued stock warrants to purchase 75,000 shares of common stock, with an exercise price of $2.16 per share. The estimated grant date fair value of the common stock warrants was recognized as debt issuance costs in the period granted. The common stock warrant has a contractual term of ten years and expire in October 2028.

On December 1, 2020, the common stock warrant agreement was amended to include a repurchase option in the event of an IPO. Upon the completion of an IPO, or a qualified acquisition of the Company, the common stock warrant holders have the option to require the Company to repurchase the warrant in its entirety for a purchase price of $1.5 million. The repurchase option terminates on the earlier of (i) 30 days after the closing of a qualified sale of the Company or; (ii) 10 business days after the date on which the Company’s IPO price per share is confirmed by the Company’s underwriters.

On December 31, 2020, the repurchase clause for the warrant expired resulting in the fair market value of the stock warrants to purchase 75,000 shares reclassified from liability to equity on the condensed consolidated balance sheets. On January 13, 2021, the warrant holder net exercised the warrant resulting in 72,407 common shares issued by the Company. As of June 30, 2021 no common stock warrants were outstanding.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Equity Incentive Plans

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

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. As of June 30, 2021, the Company is authorized to issue up to 10,249,442 shares of common stock under the 2020 Equity Incentive Plan. 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 the 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.

In connection with the Company’s acquisition of Prodigy, the Company assumed the Prodigy Software, Inc. 2015 Stock Incentive Plan (the “Prodigy Plan”), under which certain unvested options under the Prodigy Plan were assumed by the Company. The assumed options are subject to the same terms and conditions that were applicable to them under the Prodigy Plan, except that (i) the assumed options relate to shares of Upstart’s common stock, and (ii) the number of shares of Upstart’s common stock was the result of an adjustment based upon a ratio as described further in the Registration Statement on Form S-8 filed with the SEC on April 16, 2021.

Stock Options

The following table summarized stock option activity for the six months ended June 30, 2021:


	Number of Options	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Balances at December 31, 2020	19,600,223	$	4.27	6.8	$ 715,084

Options granted	606,830	$	104.82
Options assumed upon acquisition	23,494	$	9.06
Options exercised	(1,284,977)	$	2.28
Options cancelled and forfeited	(319,470)	$	6.80
Balances at June 30, 2021	18,626,100	$	7.64	6.4	$	2,184,219
Options exercisable – June 30, 2021	11,421,423	$	1.99	5.0	$	1,403,759
Options vested and expected to vest – June 30, 2021	18,331,294	$	7.22	6.4	$	2,157,331

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the fair value of the Company’s stock as of June 30, 2021. The aggregate intrinsic value of options exercised for the six months ended June 30, 2020 and 2021, was $0.8 million and $122.7 million, respectively. The weighted-average grant date fair value of options granted during the six months ended June 30, 2020 and 2021, was $5.31 and $62.16 per share, respectively. The weighted-average fair value of options assumed in connection with an acquisition was $74.84 per share for the six months ended June 30, 2021. The total fair value of options vested for the six months ended June 30, 2020 and 2021, was $2.3 million and $12.3 million, respectively.

In May 2021, the Company amended an employee stock option agreement which resulted in a modification of the vesting of a certain number of option shares. The Company valued the amended stock options as of the modification date. Based on the Black-Scholes option pricing model fair value, incremental stock-based compensation expense of $4.4 million resulting from the modification was recognized during the three and six months ended June 30, 2021.

As of June 30, 2021, total unrecognized stock-based compensation expense related to unvested stock options was $70.3 million, which is expected to be recognized over a remaining weighted-average period of 2.2 years.

Restricted Stock Units

During the six months ended June 30, 2021, the Company began granting RSUs to employees and nonemployees. RSUs vest upon satisfaction of a service-based condition, which is generally satisfied over four years. The following table summarized RSU activity for the six months ended June 30, 2021:


	Number of Shares	Weighted Average Grant Date Fair Value Per Share
Unvested at December 31, 2020	—
RSUs granted	1,217,420	$	107.81
RSUs vested	(6,480)	$	102.52
RSUs cancelled and forfeited	(23,513)	$	92.77
Unvested at June 30, 2021	1,187,427

As of June 30, 2021, total unrecognized stock-based compensation expense related to outstanding unvested RSUs was $119.4 million, which is expected to be recognized over a remaining weighted-average period of 3.3 years.

Restricted Stock

In connection with the Prodigy acquisition, 82,201 shares of the Company’s restricted stock were issued to certain Prodigy employees. The restricted stock is subject to restrictions which lapse on a quarterly basis over two years. Refer to “Note 6. Acquisitions” for further information.

The following table summarized Restricted Stock activity for the six months ended June 30, 2021:


	Number of Shares	Weighted Average Grant Date Fair Value Per Share
Unvested at December 31, 2020	—
Restricted	82,201	$	121.65
Vested	—	$	—
Unvested at June 30, 2021	82,201

As of June 30, 2021, total unrecognized stock-based compensation expense related to restricted stock was $9.0 million, which is expected to be recognized over a remaining weighted-average period of 1.8 years.

2020 Employee Stock Purchase Plan

In October 2020, our Board of Directors adopted, and in November 2020 our Board of Directors amended and our stockholders approved, our ESPP which was effective on December 14, 2020. 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, except the first offering period commenced on December 16, 2020 and will end on the first trading day on or before August 15, 2021. The second offering period will commence on the last trading day on or after August 15, 2021. 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. As of June 30, 2021, the maximum number of shares of common stock that can be issued under the employee stock purchase plan was 2,113,140 shares, in addition to any automatic annual evergreen increase. As of June 30, 2021, no shares of common stock have been purchased under the ESPP.

As of June 30, 2021, total unrecognized stock-based compensation expense related to the ESPP was $1.0 million, which is expected to be recognized over a remaining weighted-average period of 0.1 years.

Fair Value of Awards Granted

In determining the fair value of the stock-based awards, the Company uses the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment.

Fair Value of Common Stock–Prior to the completion of the IPO, the fair value of the shares of common stock was determined by the Company’s Board of Directors as there was no public market for the Company’s common stock. After the completion of the IPO, 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 are expected to be outstanding. The Company determined the expected term for employee stock options based on historical terminations and exercise behavior, which factors in an extended post-termination exercise provision for vested awards for certain employees that provide more than three years of service to the Company. The Company uses the contractual term for all nonemployee awards.

Volatility–Because the Company does not have 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. Therefore, the Company uses an expected dividend yield of zero.

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

Three Months Ended
June 30,

Six Months Ended
June 30,

2020

2021

2020

2021

Expected term (in years)

5.3– 10.0

5.3 – 10.0

5.3 – 6.9

Expected volatility

65.97% – 71.80%

53.23% – 71.80%

63.12% – 65.01%

Risk-free interest rate

0.37% – 0.82%

0.37% – 1.50%

0.62% – 1.14%

Dividend yield

—%

— %

* No options were granted during the three months ended June 30, 2021.

The following assumptions were used to estimate the fair value of the Company’s ESPP for the initial offering period:


															Six Months Ended June 30,
															2021
Expected term (in years)															0.6
Expected volatility															61.65%
Risk-free interest rate															0.09%
Dividend yield															—%

Stock-Based Compensation

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021
Sales and marketing	$	405	$	1,427	$	689	$	2,180
Customer operations	205		1,624		404		2,376
Engineering and product development	1,112		12,472		2,038		16,779
General, administrative, and other	797		5,663		1,353		8,473
Total	$	2,519	$	21,186	$	4,484	$	29,808

Stock-based compensation expense by award type was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021
Stock options	$	2,519	$	11,265	$	4,484	$	16,385
RSUs	—		7,094		—		8,539
ESPP	—		1,779		—		3,836
Restricted Stock	—		1,048		—		1,048
Total	$	2,519	$	21,186	$	4,484	$	29,808

Leases

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Leases

The Company’s operating leases are primarily for its corporate headquarters in San Mateo, California and Columbus, Ohio. Both operating leases include early termination options, and one of the leases includes renewal options for two successive five-year periods. The exercise of these options was not recognized as part of the ROU assets and lease liabilities, as the Company did not conclude, at the commencement date of the leases, that the exercise of renewal options or termination options was reasonably certain. In connection with one of the leases, a letter of credit was issued on behalf of the Company for the benefit of the landlord in the amount of $2.0 million. The letter of credit is secured by a certificate of deposit which is included in restricted cash on the condensed consolidated balance sheets.

As of June 30, 2021, future minimum non-cancelable lease payments are as follows:


	Operating Leases
Remainder of 2021	$	2,408
2022	5,221
2023	5,516
2024	2,567
2025	1,579
Thereafter	2,417
Total undiscounted lease payments	19,708
Less: Present value adjustment	(1,930)
Operating lease liabilities	$	17,778

As of June 30, 2021, the Company does not have any operating leases which are yet to commence.

As of June 30, 2021 the Company did not have any material finance leases. 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 for the periods presented. Operating lease expense was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021
Rent expense	$	1,303	$	1,467	$	2,572	$	2,995
Variable lease payments	$	348	$	362	$	704	$	661

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021

Cash paid for amounts included in the measurement of lease liabilities	$	1,035	$	1,075	$	2,046	$	2,132

Total right-of-use assets capitalized	$	187	$	—	$	187	$	—

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


									June 30,
									2021
Weighted average remaining lease term (in years)									4.18
Weighted average discount rate									5.06%

Commitment and Contingencies	6 Months Ended
Commitment and Contingencies	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Loan Purchase Obligation Under the Company’s loan agreements with certain bank partners, the banks 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 unpaid principal balance, plus accrued interest, at the conclusion of the required holding period. As of December 31, 2020 and June 30, 2021, the total loan purchase commitment included outstanding principal balance of $39.3 million and $24.6 million, respectively. Repurchase and Indemnification Contingency 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 where the Company is not the sponsor, the Company may, in certain circumstances, become obligated to repurchase loans from such 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 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 investors, which at December 31, 2020 and June 30, 2021, is $5,180.7 million and $8,153.6 million, respectively. The Company recognizes a liability for the repurchase obligation based on historical experience when the loans are issued. The liability is subsequently remeasured when a related loss is probable and can be reasonably estimated. Actual payments made relating to the Company’s repurchase and indemnification obligations were immaterial historically. The Company has recorded contingent liabilities as of December 31, 2020 and June 30, 2021 of immaterial amounts to cover estimated future obligations related to these contractual terms. These amounts are included in accrued expenses and other liabilities on the Company’s condensed consolidated balance sheets. Legal From time to time the Company is subject to, and it is presently involved in, litigation and other legal proceedings. 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. As of December 31, 2020 and June 30, 2021, no loss contingency has been recorded in connection with legal proceedings arising in the ordinary course of business. 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. Although the Company cannot reasonably determine the outcome of any litigation or tax matters, it does not believe there are currently any such actions that, if resolved unfavorably, would have a material impact on its condensed consolidated financial statements. 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 effect on the Company’s condensed consolidated financial statements.

Income Taxes

6 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

Income Taxes

The Company’s effective tax rates for the three and six months ended June 30, 2020 and 2021, are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2021			2020			2021
Provision (benefit) for income taxes	$	—		$	(988)		$	—		$	(767)
Effective Tax Rate	—		%	(3.33)		%	—		%	(1.92)		%

The Company's effective tax rate is calculated by dividing total income tax expense by the sum of income before income tax expense and the net income attributable to noncontrolling interests. The decrease in the effective tax rate for the six months ended June 30, 2021 compared to prior quarter was primarily driven by an increase in stock based compensation related expenses. The effective tax rate differs from the U.S. statutory tax rate primarily due to the valuation allowance on the Company’s deferred tax assets as it is more likely than not that some or all of these deferred tax assets will not be realized. In addition, an income tax benefit was recorded in the quarter primarily from a partial valuation allowance release on the Company's deferred tax assets due to net deferred tax liabilities originating from acquisitions in the three months ended June 30, 2021.

The tax benefit of $0.8 million recorded for the six months ended June 30, 2021 is primarily related to the release of valuation allowance related to the acquisition of Prodigy. The release of valuation allowance is attributable to ASC 805-740-30-3, acquisitions with deferred tax liabilities that, upon acquisition, allowed us to recognize certain deferred tax assets of approximately $1.8 million during the six months ended June 30, 2021 that had previously been offset by a valuation allowance.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsSince the Company’s inception, it has engaged in various transactions with its executive officers and directors, holders of more than 10% of its voting securities, and their affiliates.A related party investor and its affiliates also participated in securitization transactions co-sponsored and serviced by the Company in the six months ended June 30, 2020 by contributing loans and purchasing securitization notes or residual certificates.

Net Income (Loss) Per Share Attributable to Upstart Holdings, Inc. Common Stockholders

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Net Income (Loss) Per Share Attributable to Upstart Holdings, Inc. Common Stockholders

Net Income (Loss) Per Share Attributable to Upstart Holdings, Inc. Common Stockholders Basic net income (loss) per common share attributable to Upstart Holdings, Inc.’s common stockholders is based on the weighted-average common shares outstanding during the relevant period. Diluted net income (loss) per common share attributable to Upstart Holdings, Inc.’s common stockholders is based on the weighted-average common shares outstanding during the relevant period adjusted for the dilutive effect of share-based awards.


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021
Numerator:
Net income (loss) attributable to Upstart Holdings, Inc. common stockholders	$	(6,193)	$	37,284	$	(4,713)	$	47,386


Denominator:
Weighted-average common shares outstanding used to calculate net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic	14,657,399		76,674,129		14,641,333		75,160,037
Weighted-average effect of dilutive securities	—		18,127,994		—		18,033,116
Weighted-average common shares outstanding used to calculate net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted	14,657,399		94,802,123		14,641,333		93,193,153

Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic	$	(0.42)	$	0.49	$	(0.32)	$	0.63
Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted	$	(0.42)	$	0.39	$	(0.32)	$	0.51

The following securities were excluded from the computation of diluted net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders for the periods presented, because including them would have been anti-dilutive for the three and six months ended June 30, 2020.


	Three Months Ended June 30,		Six Months Ended June 30,
	2020	2021	2020	2021
Convertible preferred stock	47,349,577	—	47,349,577	—
Options to purchase common stock	18,853,815	451,493	18,853,815	500,065
Unvested RSUs	—	262,914	—	1,117,330

Warrants to purchase convertible preferred stock	600,208	—	600,208	—
Warrants to purchase common stock	319,669	—	319,669	—
Total	67,123,269	714,407	67,123,269	1,617,395

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated the impact of events that have occurred subsequent to June 30, 2021, through August 12, 2021, the date which the condensed consolidated financial statements were available to be issued. Based on the evaluation, the Company has determined no subsequent events were required to be recognized or disclosed.

Description of Business and Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Consolidation	The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements included in our Annual Report on Form 10-K and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive income (loss) and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated of any future annual or interim periods. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. Accordingly, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2020.
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements included in our Annual Report on Form 10-K and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive income (loss) and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated of any future annual or interim periods. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. Accordingly, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2020.
Use of Estimates	The preparation of the condensed consolidated financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements, which management believes are critical in understanding and evaluating the Company’s reported financial results include: (i) fair value determinations; (ii) stock-based compensation; (iii) consolidation of VIEs; and (iv) provision for income taxes, net of valuation allowance for deferred tax 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 periods.
Stock-Based Compensation	Stock-Based Compensation The Company issues stock options, restricted stock units (“RSUs”), and restricted stock to employees and nonemployees, including directors and third-party service providers, and employee stock purchase rights granted under the Company’s employee stock purchase plan (“ESPP”). 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. 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 stock options that are expected to vest.
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 interim condensed 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. If the Company concludes the fair value 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 condensed 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.
Recently Adopted And Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements The Company adopted the following accounting standards during the six months ended June 30, 2021: In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires a customer in a hosting arrangement that is a service contract to follow the internal-use software guidance in Topic 350-40 to determine which implementation costs to capitalize as assets or expense as incurred. The standard is effective January 1, 2021 for emerging growth companies that have adopted the private company relief. The amendments in this ASU can be applied either retrospectively or prospectively to all implementation costs after the date of adoption. The guidance became effective on January 1, 2021 and the Company adopted the standard on a prospective basis. The adoption of the standard did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The standard removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The amendment is to be adopted through either a fully retrospective or modified retrospective method of transition. Early adoption is permitted. The Company early adopted ASU 2020-06 on January 1, 2021 with no material impact on the Company’s condensed consolidated financial statements or related disclosures. Recently Issued Accounting Pronouncements In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which will be effective January 1, 2023 for emerging growth companies that have adopted the private company relief. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. The Company accounts for its loans at fair value through net income (loss), which is outside the scope of Topic 326. For available for sale debt securities, the guidance will require recognition of expected credit losses by recognizing an allowance for credit losses when the fair value of the security is below amortized cost and the recognition of this allowance is limited to the difference between the security’s amortized cost basis and fair value. The Company is evaluating the impact this ASU will have on its condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income (loss), condensed consolidated statements of cash flows and related disclosures. The Company plans to adopt Topic 326 effective as of January 1, 2021 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. In March 2020 the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting followed by ASU 2021-01, Reference Rate Reform, Scope issued in January 2021. ASU 2020-04 and ASU 2021-01 provide temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company is currently evaluating the impact of the adoption of ASU 2020-04 and ASU 2021-01 on its condensed consolidated financial statements and related disclosures.

Revenue (Tables)

6 Months Ended

Jun. 30, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue By Type of Service

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021
Revenue from fees, net:
Platform and referral fees, net	$	7,612	$	169,080	$	67,842	$	276,033
Servicing fees, net	5,693		18,217		13,476		$	27,434
Total revenue from fees, net	$	13,305	$	187,297	$	81,318	$	303,467

Gain (Loss) on Loan Servicing Rights

The Company recognized gains related to loan servicing rights upon loan sales for the periods presented as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021			2020		2021
Net gain related to loan servicing rights	$	221	$	2,169		$	1,680	$	2,102

Schedule of Collection Agency And Borrower Fees

The Company recognized collection agency fees and borrower fees, which are included in servicing fees, net for the periods presented as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021
Collection agency fees	$	654	$	991	$	1,454	$	1,854
Borrower fees	$	419	$	1,095	$	936	$	1,980

Components of The Interest Income and Fair Value Adjustments, Net


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021
Interest income and fair value adjustments, net:
Interest income	$	7,724	$	3,545	$	16,907	$	6,951
Interest expense	(2,260)		(1,497)		(5,515)		(2,527)
Fair value and other adjustments, net	(1,416)		4,601		(11,363)		7,400
Total interest income and fair value adjustments, net	$	4,048	$	6,649	$	29	$	11,824

Amounts above include interest income, interest expense and fair value adjustments, net related to consolidated securitization trusts for the three and six months ended June 30, 2020 is as follows:


	Three Months Ended June 30, 2020		Six Months Ended June 30, 2020
Interest income and fair value adjustments, net related to consolidated securitization trusts:
Interest income	$	1,794	$	5,173
Interest expense	(505)		(1,074)
Fair value and other adjustments, net	(555)		(3,555)
Total interest income and fair value adjustments, net	$	734	$	544

Securitizations and Variable Interest Entities (Tables)

6 Months Ended

Jun. 30, 2021

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:


	Assets		Liabilities		Net Assets
December 31, 2020
Warehouse Entities	$	71,530	$	35,109	$	36,421
Majority-owned Affiliates	17,219		7,187		10,032
Other Consolidated VIEs	16,243		—		16,243
Total Consolidated VIEs	$	104,992	$	42,296	$	62,696


	Assets		Liabilities		Net Assets
June 30, 2021
Warehouse Entities	$	55,935	$	2,759	$	53,176
Majority-owned Affiliates	11,839		3,330		8,509
Other Consolidated VIEs	50,710		77		50,633
Total Consolidated VIEs	$	118,484	$	6,166	$	112,318

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


	Assets		Liabilities		Net Assets		Maximum Exposure to Losses
December 31, 2020
Securitizations	$	484,604	$	390,252	$	94,352	$	24,434
Upstart Network Trust	39,754		39,754		—		1,707
Total Unconsolidated VIEs	$	524,358	$	430,006	$	94,352	$	26,141


	Assets		Liabilities		Net Assets		Maximum Exposure to Losses
June 30, 2021
Securitizations	$	326,832	$	251,219	$	75,613	$	19,054
Upstart Network Trust	24,612		24,612		—		1,157
Total Unconsolidated VIEs	$	351,444	$	275,831	$	75,613	$	20,211

- 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

Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Assets And Liabilities Measure At Fair Value

The following table presents assets and liabilities measured at fair value and categorized as Level 3 in the fair value hierarchy:


	December 31,		June 30,
	2020		2021
Assets
Loans	$	78,460	$	82,311
Notes receivable and residual certificates	19,074		12,995
Loan servicing assets	6,831		15,450
Total assets	$	104,365	$	110,756
Liabilities
Loan servicing liabilities	$	8,254	$	11,883
Trailing fee liabilities	1,276		2,513
Total liabilities	$	9,530	$	14,396

Fair Value Of Classes of Loans Held

The following table presents the fair value of classes of loans held by the Company:


	December 31,		June 30,
	2020		2021
Loans held-for-sale	$	60,232	$	26,741
Loans held-for-investment	18,228		55,570

Total	$	78,460	$	82,311

Significant Unobservable Inputs


	December 31, 2020						June 30, 2021
	Minimum		Maximum		Weighted-Average (2)		Minimum		Maximum		Weighted-Average (2)
Discount rate	6.80	%	16.99	%	7.44	%	3.50	%	17.27	%	7.22	%
Credit risk rate (1)	0.36	%	52.31	%	19.82	%	0.08	%	50.85	%	22.22	%
Prepayment rate (1)	11.64	%	78.36	%	31.03	%	11.15	%	86.75	%	37.09	%

(1)Expressed as a percentage of the original principal balance of the loans

(2)Unobservable inputs were weighted by relative fair value


	December 31, 2020						June 30, 2021
	Minimum		Maximum		Weighted-Average (2)		Minimum		Maximum		Weighted-Average (2)
Notes receivable and residual certificates
Discount rate	3.01	%	14.00	%	5.84	%	2.98	%	14.00	%	5.89	%
Credit risk rate (1)	0.04	%	50.69	%	17.12	%	0.04	%	50.69	%	17.90	%
Prepayment rate (1)	15.60	%	36.88	%	27.63	%	15.60	%	36.88	%	27.70	%

(1)Expressed as a percentage of the original principal balance of the loans underlying the financial instruments

(2)Unobservable inputs were weighted by relative fair value

Sensitivity Analysis of Fair Value


	December 31,		June 30,
	2020		2021
Fair value of loans	$	78,460	$	82,311
Discount rates
100 basis point increase	(979)		(1,089)
200 basis point increase	(1,939)		(2,154)
Expected credit loss rates on underlying loans
10% adverse change	(1,303)		(1,350)
20% adverse change	(2,611)		(2,700)

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-for- Investment (Securitized)		Total
Fair value at March 31, 2020	$	116,511	$	16,758	$	67,332	$	200,601

Purchases of loans	677		39		—		716

Purchase of loans for immediate resale	66,694		—		—		66,694
Immediate resale	(66,694)		—		—		(66,694)
Repayments received	(7,908)		(1,317)		(8,745)		(17,970)
Changes in fair value recorded in earnings	(1,201)		(229)		(1,365)		(2,795)
Other changes	29		(61)		—		(32)
Changes due to deconsolidation	—		—		(57,222)		(57,222)
Fair value at June 30, 2020	$	108,108	$	15,190	$	—	$	123,298


	Loans Held-for- Sale		Loans Held-for-Investment		Loans Held-for- Investment (Securitized)		Total
Fair value at December 31, 2019	$	—	$	141,555	$	90,750	$	232,305
Reclassification of loans from HFI to HFS	125,297		(125,297)		—		—
Purchases of loans	98,601		2,794		—		101,395
Sale of loans	(94,949)		—		—		(94,949)
Purchase of loans for immediate resale	915,234		—		—		915,234
Immediate resale	(915,234)		—		—		(915,234)
Repayments received	(14,354)		(2,628)		(24,018)		(41,000)
Changes in fair value recorded in earnings	(6,482)		(1,248)		(9,508)		(17,238)
Other changes	(5)		14		(2)		7
Changes due to deconsolidation	—		—		(57,222)		(57,222)
Fair value at June 30, 2020	$	108,108	$	15,190	$	—	$	123,298


	Loans Held-for- Sale		Loans Held-for-Investment		Loans Held-for- Investment (Securitized)		Total
Fair value at March 31, 2021	$	28,794	$	28,395	$	—	$	57,189

Purchases of loans	20,071		29,601		—		49,672
Sale of loans	(20,432)		—		—		(20,432)
Purchase of loans for immediate resale	2,119,597		—		—		2,119,597
Immediate resale	(2,119,597)		—		—		(2,119,597)
Repayments received	(1,726)		(3,800)		—		(5,526)
Changes in fair value recorded in earnings	(5)		1,174		—		1,169
Other changes	39		200		—		239

Fair value at June 30, 2021	$	26,741	$	55,570	$	—	$	82,311


	Loans Held-for- Sale		Loans Held-for-Investment		Loans Held-for- Investment (Securitized)		Total
Fair value at December 31, 2020	$	60,232	$	18,228	$	—	$	78,460
Reclassification of loans from HFI to HFS	(26)		26		—		—
Purchases of loans	38,311		42,548		—		80,859
Sale of loans	(66,901)		—		—		(66,901)
Purchase of loans for immediate resale	3,414,231		—		—		3,414,231
Immediate resale	(3,414,231)		—		—		(3,414,231)
Repayments received	(5,036)		(6,129)		—		(11,165)
Changes in fair value recorded in earnings	352		616		—		968
Other changes	(191)		281		—		90

Fair value at June 30, 2021	$	26,741	$	55,570	$	—	$	82,311


	Notes Receivable and Residual Certificates
Fair value at March 31, 2020	$	26,896

Repayments and settlements	(3,588)
Changes in fair value recorded in earnings	1,532

Fair value at June 30, 2020	$	24,840


	Notes Receivable and Residual Certificates
Fair value at December 31, 2019	$	34,116
Purchases and issuances of securitization notes and residual certificates	4
Repayments and settlements	(7,616)
Changes in fair value recorded in earnings	(1,664)

Fair value at June 30, 2020	$	24,840


	Notes Receivable and Residual Certificates
Fair value at March 31, 2021	$	16,033

Repayments and settlements	(3,230)
Changes in fair value recorded in earnings	192

Fair value at June 30, 2021	$	12,995


	Notes Receivable and Residual Certificates
Fair value at December 31, 2020	$	19,074

Repayments and settlements	(6,349)
Changes in fair value recorded in earnings	270

Fair value at June 30, 2021	$	12,995

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, 2020						June 30, 2021
	Minimum		Maximum		Weighted-Average (2)		Minimum		Maximum		Weighted-Average (2)
Discount rate	15.00	%	35.00	%	22.69	%	13.00	%	20.00	%	15.83	%
Credit risk rate (1)	0.03	%	52.78	%	17.19	%	0.03	%	52.78	%	9.23	%
Market-servicing rate (3)(4)	0.75	%	0.75	%	0.75	%	0.75	%	0.75	%	0.75	%
Prepayment rate (1)	9.07	%	89.01	%	31.62	%	8.39	%	92.60	%	36.29	%

(1)Expressed as a percentage of the original principal balance of the loans underlying the servicing arrangement

(2)Unobservable inputs were weighted by relative fair value

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

(4)Expressed as a percentage of the outstanding principal balance of the loan

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


	December 31,		June 30,
	2020		2021
Fair value of loan servicing assets	$	6,831	$	15,450
Expected market-servicing rates
10% market-servicing rates increase	(19,013)		(2,742)
20% market-servicing rates increase	(38,027)		(5,144)
Expected prepayment rates
10% adverse change	(2,061)		(28)
20% adverse change	(4,212)		(62)


	December 31,		June 30,
	2020		2021
Fair value of loan servicing liabilities	$	8,254	$	11,883
Expected market-servicing rates
10% market-servicing rates increase	22,974		3,562
20% market-servicing rates increase	45,948		7,465
Expected prepayment rates
10% adverse change	2,491		486
20% adverse change	5,089		985

Servicing Liabilities at Fair Value Rollforward

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


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at March 31, 2020	$	6,622	$	5,906
Sale of loans	465		244
Changes in fair value recorded in earnings	(1,207)		465
Fair value at June 30, 2020	$	5,880	$	6,615


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2019	$	4,725	$	5,140
Sale of loans	3,170		1,490
Changes in fair value recorded in earnings	(2,015)		(15)
Fair value at June 30, 2020	$	5,880	$	6,615


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at March 31, 2021	$	8,734	$	10,853
Sale of loans	6,477		4,308
Changes in fair value recorded in earnings	239		(3,278)
Fair value at June 30, 2021	$	15,450	$	11,883


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2020	$	6,831	$	8,254
Sale of loans	9,929		7,827
Changes in fair value recorded in earnings	(1,310)		(4,198)
Fair value at June 30, 2021	$	15,450	$	11,883

Servicing Assets at Fair Value Rollforward

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


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at March 31, 2020	$	6,622	$	5,906
Sale of loans	465		244
Changes in fair value recorded in earnings	(1,207)		465
Fair value at June 30, 2020	$	5,880	$	6,615


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2019	$	4,725	$	5,140
Sale of loans	3,170		1,490
Changes in fair value recorded in earnings	(2,015)		(15)
Fair value at June 30, 2020	$	5,880	$	6,615


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at March 31, 2021	$	8,734	$	10,853
Sale of loans	6,477		4,308
Changes in fair value recorded in earnings	239		(3,278)
Fair value at June 30, 2021	$	15,450	$	11,883


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2020	$	6,831	$	8,254
Sale of loans	9,929		7,827
Changes in fair value recorded in earnings	(1,310)		(4,198)
Fair value at June 30, 2021	$	15,450	$	11,883

Rollforward of Level 3 Liabilities

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


	Trailing Fee Liabilities
Fair value at March 31, 2020	$	762
Issuances	57
Repayments and settlements	(76)
Changes in fair value recorded in earnings	(23)


Fair value at June 30, 2020	$	720


	Trailing Fee Liabilities
Fair value at December 31, 2019	$	504
Issuances	369
Repayments and settlements	(130)
Changes in fair value recorded in earnings	(23)


Fair value at June 30, 2020	$	720


	Trailing Fee Liabilities
Fair value at March 31, 2021	$	1,775
Issuances	936
Repayments and settlements	(246)
Changes in fair value recorded in earnings	48

Fair value at June 30, 2021	$	2,513


	Trailing Fee Liabilities
Fair value at December 31, 2020	$	1,276
Issuances	1,605
Repayments and settlements	(416)
Changes in fair value recorded in earnings	48

Fair value at June 30, 2021	$	2,513

Loans at Fair Value (Tables)

6 Months Ended

Jun. 30, 2021

Receivables [Abstract]

Aggregate Fair Value and Principal Outstanding of All Loans and Loans 90 days or More Past Due


	Loans				Loans > 90 Days Past Due
	December 31,		June 30,		December 31,		June 30,
	2020		2021		2020		2021
Outstanding principal balance	$	97,497	$	100,181	$	2,018	$	5,797
Net fair value and accrued interest adjustments	(19,037)		(17,870)		(2,002)		(5,762)
Fair value(1)	$	78,460	$	82,311	$	16	$	35

_________

(1) Includes $2.4 million and $23.8 million of auto loans as of December 31, 2020 and June 30, 2021, respectively, of which an immaterial amount is 90 days or more past due for each period presented.

Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2021

Other Assets [Abstract]

Schedule of Other Assets

Other assets consisted of the following:


	December 31,		June 30,
	2020		2021
Servicing fees and other receivables	$	11,656	$	31,736
Deposits	7,947		8,150
Prepaid expenses	6,009		14,916
Loan servicing assets (at fair value)	6,831		15,450
Other assets	7,603		2,738
Total other assets	$	40,046	$	72,990

Schedule of Property, Equipment, and Software

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


	December 31,		June 30,
	2020		2021
Internally developed software	$	7,906	$	11,074
Computer equipment	1,285		1,900
Furniture and fixtures	1,770		2,573
Leasehold improvements	2,763		3,412
Total property, equipment, and software	13,724		18,959
Accumulated depreciation and amortization	(3,692)		(5,410)
Total property, equipment, and software, net	$	10,032	$	13,549

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


	December 31,		June 30,
	2020		2021
Accrued expenses	$	10,974	$	29,884
Accrued payroll	13,834		19,368


Loan servicing liabilities (at fair value)	8,254		11,883
Trailing fee liability (at fair value)	1,276		2,513


Other liabilities	1,331		6,731
Total accrued expenses and other liabilities	$	35,669	$	70,379

Acquisitions (Tables)

6 Months Ended

Jun. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Summary of Total Consideration

The total consideration the Company provided for Prodigy was approximately $89.0 million, comprised of the following:


	April 8, 2021
Fair value of Upstart common stock issued to Prodigy stockholders(1)	$	70,121
Cash paid to common and preferred stockholders, warrant holders, and vested option holders(2)	17,151
Fair value of assumed Prodigy options attributable to pre-combination service period	889
Transactions costs paid by Upstart on behalf of Prodigy	883
Total purchase consideration	$	89,044

_________

(2) $1.9 million of the cash paid is being held in escrow as security for certain indemnification obligations of former Prodigy stockholders.

Purchase Price Allocation

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date:


	April 8, 2021
Goodwill	$	66,866
Acquisition-related intangible assets	23,200
Cash	1,479
Deferred tax liability, net	(2,328)
Other assets acquired and liabilities assumed, net	(173)
Total purchase consideration	$	89,044

Intangible Assets Acquired


	Estimated fair values (in thousands)		Estimated useful life (years)
Developed technology	$	9,400	3.0
Trade name	100		2.0
Customer relationships	13,700		12.0
Total acquisition-related intangible assets	$	23,200

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill Rollforward

The table below presents changes to the carrying amount of goodwill:


	December 31, 2020		Goodwill Acquired		June 30, 2021
Goodwill	$	—	$	66,866	$	66,866

Acquired Intangible Assets

Acquired intangible assets subject to amortization are as follows:


	June 30, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Useful Life (Years)
Developed technology	$	9,400	$	783	$	8,617	2.8
Trade name	100		12		88		1.8
Customer relationships	13,700		286		13,414		11.8
	$	23,200	$	1,081	$	22,119

Expected Future Amortization Expense

Expected future amortization expense for intangible assets as of June 30, 2021 is as follows:


Fiscal Years:
Remaining 2021	$	2,163
2022	4,325
2023	4,287
2024	1,925
2025	1,142
Thereafter	8,277
Total	$	22,119

Borrowings (Tables)

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Schedule of Aggregate Principal Outstanding Of All Loans

The following table presents the aggregate principal outstanding of all loans mentioned in this note that are included in the condensed consolidated balance sheets:


	Borrowings
	December 31,		June 30,
	2020		2021
Term loan	$	15,000	$	—
Revolving credit facility	5,500		—
Warehouse credit facility	34,994		2,727
Risk retention funding loans	7,187		3,330
Total payments due	62,681		6,057
Unamortized debt discount	(55)		—
Total borrowings	$	62,626	$	6,057

Schedule of Assets Pledge as Collateral


	ULT Warehouse Credit Facility
	December 31, 2020		June 30, 2021
Outstanding borrowings	$	34,994	$	2,727
Aggregate outstanding principal of loans pledged as collateral	59,709		6,470
Aggregate fair value of loans purchased and held by ULT	60,231		26,741
Restricted cash pledged as collateral	11,270		28,974

Schedule of Maturities of All Borrowings

The following table summarizes the aggregate amount of maturities of all borrowings as of June 30, 2021:


	June 30, 2021
Remainder of 2021	$	—
2022	—
2023	3,330
2024	2,727
2025	—
Total	$	6,057

Common Stock and Common Stock Warrants (Tables)

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Schedule of shares and warrants reserved for issuance

The Company had reserved shares of common stock for issuance, on an as-converted basis, as follows:


	December 31,	June 30,
	2020	2021
Options issued and outstanding	19,600,223	18,626,100
RSUs outstanding	—	1,187,427
Shares available for future issuance under 2020 plan	2,537,181	10,249,442
Shares available for issuance under ESPP	—	2,113,140
Warrants to purchase common stock	75,000	—
Total	22,212,404	32,176,109

Equity Incentive Plans (Tables)

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Summarized Stock Option Activity

The following table summarized stock option activity for the six months ended June 30, 2021:


	Number of Options	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Balances at December 31, 2020	19,600,223	$	4.27	6.8	$ 715,084

Options granted	606,830	$	104.82
Options assumed upon acquisition	23,494	$	9.06
Options exercised	(1,284,977)	$	2.28
Options cancelled and forfeited	(319,470)	$	6.80
Balances at June 30, 2021	18,626,100	$	7.64	6.4	$	2,184,219
Options exercisable – June 30, 2021	11,421,423	$	1.99	5.0	$	1,403,759
Options vested and expected to vest – June 30, 2021	18,331,294	$	7.22	6.4	$	2,157,331

Summaries of Restricted Stock Units and Restricted Stock

The following table summarized RSU activity for the six months ended June 30, 2021:


	Number of Shares	Weighted Average Grant Date Fair Value Per Share
Unvested at December 31, 2020	—
RSUs granted	1,217,420	$	107.81
RSUs vested	(6,480)	$	102.52
RSUs cancelled and forfeited	(23,513)	$	92.77
Unvested at June 30, 2021	1,187,427

The following table summarized Restricted Stock activity for the six months ended June 30, 2021:


	Number of Shares	Weighted Average Grant Date Fair Value Per Share
Unvested at December 31, 2020	—
Restricted	82,201	$	121.65
Vested	—	$	—
Unvested at June 30, 2021	82,201

Stock Options Fair Value Assumptions

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

Three Months Ended
June 30,

Six Months Ended
June 30,

2020

2021

2020

2021

Expected term (in years)

5.3– 10.0

5.3 – 10.0

5.3 – 6.9

Expected volatility

65.97% – 71.80%

53.23% – 71.80%

63.12% – 65.01%

Risk-free interest rate

0.37% – 0.82%

0.37% – 1.50%

0.62% – 1.14%

Dividend yield

—%

— %

* No options were granted during the three months ended June 30, 2021.

Employee Stock Purchase Plan Fair Value Assumptions

The following assumptions were used to estimate the fair value of the Company’s ESPP for the initial offering period:


															Six Months Ended June 30,
															2021
Expected term (in years)															0.6
Expected volatility															61.65%
Risk-free interest rate															0.09%
Dividend yield															—%

Stock-Based Compensation Expense


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021
Sales and marketing	$	405	$	1,427	$	689	$	2,180
Customer operations	205		1,624		404		2,376
Engineering and product development	1,112		12,472		2,038		16,779
General, administrative, and other	797		5,663		1,353		8,473
Total	$	2,519	$	21,186	$	4,484	$	29,808

Stock-based compensation expense by award type was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021
Stock options	$	2,519	$	11,265	$	4,484	$	16,385
RSUs	—		7,094		—		8,539
ESPP	—		1,779		—		3,836
Restricted Stock	—		1,048		—		1,048
Total	$	2,519	$	21,186	$	4,484	$	29,808

Leases (Tables)

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Future Minimum Non-Cancelable Lease Payments

As of June 30, 2021, future minimum non-cancelable lease payments are as follows:


	Operating Leases
Remainder of 2021	$	2,408
2022	5,221
2023	5,516
2024	2,567
2025	1,579
Thereafter	2,417
Total undiscounted lease payments	19,708
Less: Present value adjustment	(1,930)
Operating lease liabilities	$	17,778

Operating Lease Expense And Supplemental Cash and Non-Cash Information

Operating lease expense was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021
Rent expense	$	1,303	$	1,467	$	2,572	$	2,995
Variable lease payments	$	348	$	362	$	704	$	661

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021

Cash paid for amounts included in the measurement of lease liabilities	$	1,035	$	1,075	$	2,046	$	2,132

Total right-of-use assets capitalized	$	187	$	—	$	187	$	—

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


									June 30,
									2021
Weighted average remaining lease term (in years)									4.18
Weighted average discount rate									5.06%

Net Income (Loss) Per Share Attributable to Upstart Holdings, Inc. Common Stockholders (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Schedule of Net Income Per Share Attributable to Common Stockholders

Basic net income (loss) per common share attributable to Upstart Holdings, Inc.’s common stockholders is based on the weighted-average common shares outstanding during the relevant period. Diluted net income (loss) per common share attributable to Upstart Holdings, Inc.’s common stockholders is based on the weighted-average common shares outstanding during the relevant period adjusted for the dilutive effect of share-based awards.


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021
Numerator:
Net income (loss) attributable to Upstart Holdings, Inc. common stockholders	$	(6,193)	$	37,284	$	(4,713)	$	47,386


Denominator:
Weighted-average common shares outstanding used to calculate net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic	14,657,399		76,674,129		14,641,333		75,160,037
Weighted-average effect of dilutive securities	—		18,127,994		—		18,033,116
Weighted-average common shares outstanding used to calculate net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted	14,657,399		94,802,123		14,641,333		93,193,153

Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic	$	(0.42)	$	0.49	$	(0.32)	$	0.63
Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted	$	(0.42)	$	0.39	$	(0.32)	$	0.51

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Three Months Ended June 30,		Six Months Ended June 30,
	2020	2021	2020	2021
Convertible preferred stock	47,349,577	—	47,349,577	—
Options to purchase common stock	18,853,815	451,493	18,853,815	500,065
Unvested RSUs	—	262,914	—	1,117,330

Warrants to purchase convertible preferred stock	600,208	—	600,208	—
Warrants to purchase common stock	319,669	—	319,669	—
Total	67,123,269	714,407	67,123,269	1,617,395

Description of Business and Significant Accounting Policies (Details) - USD ($)		1 Months Ended		6 Months Ended
	Apr. 13, 2021	Mar. 31, 2021	Apr. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Short-term Debt [Line Items]
Offering price per share (in dollars per share)	$ 120.00
Net proceeds from sale of stock	$ 263,900,000
Underwriting discount	11,000,000.0
Offering expense	$ 1,000,000.0
Period of payment deferral			6 months
Repayments of debt				$ 62,455,000	$ 86,848,000
Public Stock Offering
Short-term Debt [Line Items]
Shares sold in offering	2,300,000
Over-Allotment Option
Short-term Debt [Line Items]
Shares sold in offering	300,000
Paycheck Protection Program Loan, CARES Act
Short-term Debt [Line Items]
Debt, face amount			$ 5,300,000
Stated interest rate			1.00%
Repayments of debt		$ 5,300,000

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 187,297	$ 13,305	$ 303,467	$ 81,318
Platform and referral fees, net
Disaggregation of Revenue [Line Items]
Revenue from fees, net	169,080	7,612	276,033	67,842
Servicing fees, net
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 18,217	$ 5,693	$ 27,434	$ 13,476

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
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-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (a)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
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+ Details

Revenue - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Trailing fee liability (at fair value)	$ 2,513		$ 2,513		$ 1,276
Servicing fees and other receivables	31,736		31,736		11,656
Accrued interest income	$ 900		$ 900		$ 900
Customer One \| Customers \| Total Revenue
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	63.00%	35.00%	62.00%	70.00%
Customer One \| Customers \| Accounts Receivable
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)			38.00%		34.00%
Customer Two \| Customers \| Total Revenue
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	22.00%		23.00%
Customer Two \| Customers \| Accounts Receivable
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)			18.00%		15.00%
Platform and referral fees, net
Disaggregation of Revenue [Line Items]
Loan premium and loan trailing fees recognized	$ 6,000	$ 1,400	$ 9,600	$ 3,800
Trailing fee liability (at fair value)	2,500		2,500		$ 1,300
Servicing fees and other receivables	$ 16,200		$ 16,200		$ 8,100
Capitalized cost amortization term	3 years		3 years

Revenue - Loan Servicing Rights (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue from Contract with Customer [Abstract]
Net gain related to loan servicing rights	$ 2,169	$ 221	$ 2,102	$ 1,680

Revenue - Fees Collected (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenue - Fees Collected (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 187,297	$ 13,305	$ 303,467	$ 81,318
Collection agency fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	991	654	1,854	1,454
Borrower fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 1,095	$ 419	$ 1,980	$ 936

- Definition

+ References

+ Details

Revenue - Interest Income and Fair Value Adjustments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Interest income	$ 3,545	$ 7,724	$ 6,951	$ 16,907
Interest expense	(1,497)	(2,260)	(2,527)	(5,515)
Fair value and other adjustments, net	4,601	(1,416)	7,400	(11,363)
Total interest income and fair value adjustments, net	$ 6,649	4,048	$ 11,824	29
Variable Interest Entity, Primary Beneficiary
Disaggregation of Revenue [Line Items]
Interest income		1,794		5,173
Interest expense		(505)		(1,074)
Fair value and other adjustments, net		(555)		(3,555)
Total interest income and fair value adjustments, net		$ 734		$ 544

Securitizations and Variable Interest Entities - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Jun. 30, 2021	Dec. 31, 2020
Variable Interest Entity [Line Items]
Restricted cash		$ 111,246	$ 60,514
Notes receivable and residual certificates (at fair value)
Variable Interest Entity [Line Items]
Loans, notes receivables, and residual certificates		12,995	19,074
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Restricted cash		30,769	12,371
Variable Interest Entity, Primary Beneficiary \| Notes receivable and residual certificates (at fair value)
Variable Interest Entity [Line Items]
Loans, notes receivables, and residual certificates		11,839	17,219
Variable Interest Entity, Primary Beneficiary \| Majority-owned Affiliates
Variable Interest Entity [Line Items]
Ownership percentage	20.00%
Variable Interest Entity, Primary Beneficiary \| Disposal Group, Disposed of by Sale, Not Discontinued Operations
Variable Interest Entity [Line Items]
Ownership interest sold	80.00%
Consideration received	$ 8,000
Variable Interest Entity, Not Primary Beneficiary
Variable Interest Entity [Line Items]
Restricted cash		7,200	7,200
Variable Interest Entity, Not Primary Beneficiary \| Notes receivable and residual certificates (at fair value)
Variable Interest Entity [Line Items]
Loans, notes receivables, and residual certificates		$ 13,000	$ 18,900

Securitizations and Variable Interest Entities - Assets and Liabilities (Details) - USD ($)
$ in Thousands

Jun. 30, 2021

Dec. 31, 2020

Variable Interest Entity [Line Items]

Assets

^[1]

$ 904,583

$ 477,255

Liabilities

^[1]

188,487

177,003

Net Assets

716,096

300,252

Variable Interest Entity, Primary Beneficiary

Variable Interest Entity [Line Items]

Assets

118,484

104,992

Liabilities

6,166

42,296

Net Assets

112,318

62,696

Variable Interest Entity, Primary Beneficiary | Warehouse Entities

Variable Interest Entity [Line Items]

Assets

55,935

71,530

Liabilities

2,759

35,109

Net Assets

53,176

36,421

Variable Interest Entity, Primary Beneficiary | Majority-owned Affiliates

Variable Interest Entity [Line Items]

Assets

11,839

17,219

Liabilities

3,330

7,187

Net Assets

8,509

10,032

Variable Interest Entity, Primary Beneficiary | Other Consolidated VIEs

Variable Interest Entity [Line Items]

Assets

50,710

16,243

Liabilities

Net Assets

50,633

16,243

Variable Interest Entity, Not Primary Beneficiary

Variable Interest Entity [Line Items]

Assets

351,444

524,358

Liabilities

275,831

430,006

Net Assets

75,613

94,352

Maximum Exposure to Losses

20,211

26,141

Variable Interest Entity, Not Primary Beneficiary | Securitizations

Variable Interest Entity [Line Items]

Assets

326,832

484,604

Liabilities

251,219

390,252

Net Assets

75,613

94,352

Maximum Exposure to Losses

19,054

24,434

Variable Interest Entity, Not Primary Beneficiary | Upstart Network Trust

Variable Interest Entity [Line Items]

Assets

24,612

39,754

Liabilities

24,612

39,754

Net Assets

Maximum Exposure to Losses

$ 1,157

$ 1,707

[1]


	December 31,		June 30,
	2020		2021
Assets
Restricted cash	$	12,371	$	30,769
Loans (at fair value)	75,373		75,656
Notes receivable and residual certificates (at fair value)	17,219		11,839
Other assets	29		220
Total assets	$	104,992	$	118,484

Liabilities
Accounts payable	$	83	$	28

Borrowings	42,181		6,057

Other liabilities	32		81
Total liabilities	$	42,296	$	6,166

Fair Value Measurement - Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Assets
Loan servicing assets	$ 15,450	$ 6,831
Liabilities
Loan servicing liabilities	11,883	8,254
Fair Value, Inputs, Level 3
Assets
Loans	82,311	78,460
Notes receivable and residual certificates	12,995	19,074
Loan servicing assets	15,450	6,831
Total assets	110,756	104,365
Liabilities
Loan servicing liabilities	11,883	8,254
Trailing fee liabilities	2,513	1,276
Total liabilities	$ 14,396	$ 9,530

Fair Value Measurement - Loans Held (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans held-for-sale	$ 26,741	$ 60,232
Loans held-for-investment	55,570	18,228
Total	$ 82,311	$ 78,460

Fair Value Measurement - Sensitivity of Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Loans (at fair value)
Discount rates
100 basis point increase	$ (1,089)	$ (979)
200 basis point increase	(2,154)	(1,939)
Expected credit loss rates on underlying loans
10% adverse change	(1,350)	(1,303)
20% adverse change	(2,700)	(2,611)
Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Aggregate fair value of loans purchased and held by ULT	82,311	78,460
Fair Value, Inputs, Level 3 \| Loans (at fair value)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Aggregate fair value of loans purchased and held by ULT	$ 82,311	$ 78,460

Fair Value Measurement - Loans Rollforward (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Loans (at fair value)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 57,189	$ 200,601	$ 78,460	$ 232,305
Reclassification of loans from HFI to HFS			0	0
Purchases of loans	49,672	716	80,859	101,395
Sale of loans	(20,432)		(66,901)	(94,949)
Purchase of loans for immediate resale	2,119,597	66,694	3,414,231	915,234
Immediate resale	(2,119,597)	(66,694)	(3,414,231)	(915,234)
Repayments received	(5,526)	(17,970)	(11,165)	(41,000)
Changes in fair value recorded in earnings	1,169	(2,795)	968	(17,238)
Other changes	239	(32)	90	7
Changes due to deconsolidation		(57,222)		(57,222)
Fair value, ending balance	82,311	123,298	82,311	123,298
Loan Held For Sale
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	28,794	116,511	60,232	0
Reclassification of loans from HFI to HFS			(26)	125,297
Purchases of loans	20,071	677	38,311	98,601
Sale of loans	(20,432)		(66,901)	(94,949)
Purchase of loans for immediate resale	2,119,597	66,694	3,414,231	915,234
Immediate resale	(2,119,597)	(66,694)	(3,414,231)	(915,234)
Repayments received	(1,726)	(7,908)	(5,036)	(14,354)
Changes in fair value recorded in earnings	(5)	(1,201)	352	(6,482)
Other changes	39	29	(191)	(5)
Changes due to deconsolidation		0		0
Fair value, ending balance	26,741	108,108	26,741	108,108
Loans Held For Investment
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	28,395	16,758	18,228	141,555
Reclassification of loans from HFI to HFS			26	(125,297)
Purchases of loans	29,601	39	42,548	2,794
Sale of loans	0		0	0
Purchase of loans for immediate resale	0	0	0	0
Immediate resale	0	0	0	0
Repayments received	(3,800)	(1,317)	(6,129)	(2,628)
Changes in fair value recorded in earnings	1,174	(229)	616	(1,248)
Other changes	200	(61)	281	14
Changes due to deconsolidation		0		0
Fair value, ending balance	55,570	15,190	55,570	15,190
Securitized Loans Held For Investment
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	0	67,332	0	90,750
Reclassification of loans from HFI to HFS			0	0
Purchases of loans	0	0	0	0
Sale of loans	0		0	0
Purchase of loans for immediate resale	0	0	0	0
Immediate resale	0	0	0	0
Repayments received	0	(8,745)	0	(24,018)
Changes in fair value recorded in earnings	0	(1,365)	0	(9,508)
Other changes	0	0	0	(2)
Changes due to deconsolidation		(57,222)		(57,222)
Fair value, ending balance	$ 0	$ 0	$ 0	$ 0

Fair Value Measurement - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Average effect of fair value of hypothetical 20% adverse change in expected credit loss rates (in percent)	17.00%
Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Notes receivable and residual certificates	$ 12,995	$ 19,074
Fair Value, Inputs, Level 3 \| Notes Receivable
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Average effect on fair value of a 100 basis point increase in discount rates (in percent)	0.83%	1.23%
Average effect on fair value of a 200 basis point increase in discount rates (in percent)	1.66%	2.36%
Fair Value, Inputs, Level 3 \| Minimum \| Discount rate \| Valuation Technique, Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Trailing fees liability, measurement input	3.50%
Fair Value, Inputs, Level 3 \| Minimum \| Credit risk rate \| Valuation Technique, Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Trailing fees liability, measurement input	0.08%
Fair Value, Inputs, Level 3 \| Maximum \| Discount rate \| Valuation Technique, Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Trailing fees liability, measurement input	17.27%
Fair Value, Inputs, Level 3 \| Maximum \| Credit risk rate \| Valuation Technique, Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Trailing fees liability, measurement input	50.85%

Fair Value Measurement - Note Receivable Rollforward (Details) - Notes Receivable - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 16,033	$ 26,896	$ 19,074	$ 34,116
Purchases and issuances of securitization notes and residual certificates				4
Repayments and settlements	(3,230)	(3,588)	(6,349)	(7,616)
Changes in fair value recorded in earnings	192	1,532	270	(1,664)
Fair value, ending balance	$ 12,995	$ 24,840	$ 12,995	$ 24,840

Fair Value Measurement - Fair Value Assumptions (Details) - Fair Value, Inputs, Level 3 - Valuation Technique, Discounted Cash Flow	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
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%	15.00%
Credit Risk Rate	0.03%	0.03%
Market-servicing rate	0.75%	0.75%
Prepayment rate	8.39%	9.07%
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%	35.00%
Credit Risk Rate	52.78%	52.78%
Market-servicing rate	0.75%	0.75%
Prepayment rate	92.60%	89.01%
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	15.83%	22.69%
Credit Risk Rate	9.23%	17.19%
Market-servicing rate	0.75%	0.75%
Prepayment rate	36.29%	31.62%

Fair Value Measurement - Loan Servicing Sensitivity (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
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]
Loan servicing assets	$ 15,450		$ 6,831
Loan servicing liabilities	11,883		8,254
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]
Loan servicing assets	15,450		6,831
Loan servicing liabilities	11,883		8,254
Fair Value, Inputs, Level 3 \| Loan Servicing Liabilities
Sensitivity Analysis of Fair Value of Interests Continued to be Held by Transferor, Servicing Assets or Liabilities, Impact of Adverse Change in Assumption [Line Items]
Loan servicing liabilities	11,883	$ 10,853	8,254	$ 6,615	$ 5,906	$ 5,140
10% market-servicing rates increase	3,562		22,974
20% market-servicing rates increase	7,465		45,948
10% adverse change	486		2,491
20% adverse change	985		5,089
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]
Loan servicing assets	15,450	$ 8,734	6,831	$ 5,880	$ 6,622	$ 4,725
10% market-servicing rates increase	(2,742)		(19,013)
20% market-servicing rates increase	(5,144)		(38,027)
10% adverse change	(28)		(2,061)
20% adverse change	$ (62)		$ (4,212)

Fair Value Measurement - Loan Servicing Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance			$ 6,831
Fair value, ending balance	$ 15,450		15,450
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance			8,254
Fair value, ending balance	11,883		11,883
Fair Value, Inputs, Level 3
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance			6,831
Fair value, ending balance	15,450		15,450
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance			8,254
Fair value, ending balance	11,883		11,883
Fair Value, Inputs, Level 3 \| Loan Servicing Liabilities
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	10,853	$ 5,906	8,254	$ 5,140
Sale of loans	4,308	244	7,827	1,490
Changes in fair value recorded in earnings	(3,278)	465	(4,198)	(15)
Fair value, ending balance	11,883	6,615	11,883	6,615
Loan Servicing Assets \| Fair Value, Inputs, Level 3
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	8,734	6,622	6,831	4,725
Sale of loans	6,477	465	9,929	3,170
Changes in fair value recorded in earnings	239	(1,207)	(1,310)	(2,015)
Fair value, ending balance	$ 15,450	$ 5,880	$ 15,450	$ 5,880

Fair Value Measurement - Trailing Fee Rollforward (Details) - Fair Value, Inputs, Level 3 - Trailing Fee Liabilities - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, beginning balance	$ 1,775	$ 762	$ 1,276	$ 504
Issuances	936	57	1,605	369
Repayments and settlements	(246)	(76)	(416)	(130)
Changes in fair value recorded in earnings	48	(23)	48	(23)
Fair value, ending balance	$ 2,513	$ 720	$ 2,513	$ 720

Loans at Fair Value (Details) - Loans (at fair value) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Financing Receivable, Past Due [Line Items]
Outstanding principal balance	$ 100,181	$ 97,497
Net fair value and accrued interest adjustments	(17,870)	(19,037)
Fair value	82,311	78,460
Auto Loans
Financing Receivable, Past Due [Line Items]
Fair value	23,800	2,400
Loans > 90 Days Past Due
Financing Receivable, Past Due [Line Items]
Outstanding principal balance	5,797	2,018
Net fair value and accrued interest adjustments	(5,762)	(2,002)
Fair value	$ 35	$ 16

- Definition

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

+ References + Details

- Definition

Amount, before allowance for credit loss, of financing receivable.

+ References + Details

Balance Sheet Components - Other Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Other Assets [Abstract]
Servicing fees and other receivables	$ 31,736	$ 11,656
Deposits	8,150	7,947
Prepaid expenses	14,916	6,009
Loan servicing assets (at fair value)	15,450	6,831
Other assets	2,738	7,603
Total other assets	$ 72,990	$ 40,046

Balance Sheet Components - Property Plant and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	$ 18,959	$ 18,959		$ 13,724
Accumulated depreciation and amortization	(5,410)	(5,410)		(3,692)
Property, Plant and Equipment, Net	13,549	13,549		10,032
Depreciation and amortization		2,799	$ 1,050
Capitalized internally developed software balances, net of accumulated amortization	8,200	8,200		6,000
Internally developed software
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	11,074	11,074		7,906
Computer equipment
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	1,900	1,900		1,285
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	2,573	2,573		1,770
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	3,412	3,412		$ 2,763
Property, Equipment, And Software
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 900	$ 1,700

Balance Sheet Components - Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Accrued expenses	$ 29,884	$ 10,974
Accrued payroll	19,368	13,834
Loan servicing liabilities (at fair value)	11,883	8,254
Trailing fee liability (at fair value)	2,513	1,276
Other liabilities	6,731	1,331
Total accrued expenses and other liabilities	$ 70,379	$ 35,669

Acquisitions - Narrative (Details) - USD ($) $ in Thousands			6 Months Ended
Acquisitions - Narrative (Details) - USD ($) $ in Thousands	Apr. 13, 2021	Apr. 08, 2021	Jun. 30, 2021
Business Acquisition [Line Items]
Acquisition costs recognized			$ 1,200
Prodigy Software, Inc.
Business Acquisition [Line Items]
Consideration transferred		$ 89,044
Restricted stock issued (in shares)		82,201
Value of restricted stock issued		$ 10,100
Estimated useful life (years)		8 years 3 months 18 days
Prodigy Software, Inc. \| Restricted Stock
Business Acquisition [Line Items]
Repurchase option (in percent)	12.50%
Repurchase period		3 months
Share-based compensation expense period of recognition		2 years

Acquisitions - Consideration Transferred (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Apr. 08, 2021	Jun. 30, 2021	Jun. 30, 2020
Business Acquisition [Line Items]
Fair value of Upstart common stock issued to Prodigy stockholders		$ 80,256	$ 0
Prodigy Software, Inc.
Business Acquisition [Line Items]
Fair value of Upstart common stock issued to Prodigy stockholders	$ 70,121
Cash paid to common and preferred stockholders, warrant holders, and vested option holders	17,151
Fair value of assumed Prodigy options attributable to pre-combination service period	889
Transactions costs paid by Upstart on behalf of Prodigy	883
Consideration transferred	$ 89,044
Shares of common stock transferred (in shares)	568,539
Value of common stock transferred (in dollars per share)	$ 123.33
Shares held in escrow (in shares)	87,339
Cash payments held in escrow	$ 1,900

Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Apr. 08, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 66,866		$ 0
Prodigy Software, Inc.
Business Acquisition [Line Items]
Goodwill		$ 66,866
Acquisition-related intangible assets		23,200
Cash		1,479
Deferred tax liability, net		(2,328)
Other assets acquired and liabilities assumed, net		(173)
Total purchase consideration		$ 89,044

Acquisitions - Intangible Assets (Details) - Prodigy Software, Inc. $ in Thousands	Apr. 08, 2021 USD ($)
Business Acquisition [Line Items]
Acquisition-related intangible assets	$ 23,200
Estimated useful life (years)	8 years 3 months 18 days
Developed technology
Business Acquisition [Line Items]
Acquisition-related intangible assets	$ 9,400
Estimated useful life (years)	3 years
Trade name
Business Acquisition [Line Items]
Acquisition-related intangible assets	$ 100
Estimated useful life (years)	2 years
Customer relationships
Business Acquisition [Line Items]
Acquisition-related intangible assets	$ 13,700
Estimated useful life (years)	12 years

Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2021 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 0
Goodwill Acquired	66,866
Ending balance	$ 66,866

Goodwill and Intangible Assets (Details) $ in Thousands	6 Months Ended
Goodwill and Intangible Assets (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 23,200
Accumulated Amortization	1,081
Net Carrying Amount	22,119
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	9,400
Accumulated Amortization	783
Net Carrying Amount	$ 8,617
Developed technology \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (Years)	2 years 9 months 18 days
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 100
Accumulated Amortization	12
Net Carrying Amount	$ 88
Trade name \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (Years)	1 year 9 months 18 days
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 13,700
Accumulated Amortization	286
Net Carrying Amount	$ 13,414
Customer relationships \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (Years)	11 years 9 months 18 days

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 1.1	$ 1.1

Goodwill and Intangible Assets - Future Expected Amortization (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining 2021	$ 2,163
2022	4,325
2023	4,287
2024	1,925
2025	1,142
Thereafter	8,277
Net Carrying Amount	$ 22,119

Borrowings - Summary (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Schedule of Borrowings [Line Items]
Total payments due	$ 6,057	$ 62,681
Unamortized debt discount	0	(55)
Total borrowings	6,057	62,626
Term loan
Schedule of Borrowings [Line Items]
Total payments due	0	15,000
UNI credit facility \| Revolving credit facility
Schedule of Borrowings [Line Items]
Total payments due	0	5,500
Warehouse credit facility \| Revolving credit facility
Schedule of Borrowings [Line Items]
Total payments due	2,727	34,994
Risk retention funding loans
Schedule of Borrowings [Line Items]
Total payments due	$ 3,330	$ 7,187

Borrowings - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended				6 Months Ended
Borrowings - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Oct. 31, 2018	Sep. 30, 2018	Nov. 30, 2015	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Sep. 30, 2019
Schedule of Borrowings [Line Items]
Repayments of debt					$ 62,455	$ 86,848
Outstanding borrowings	$ 6,057				6,057		$ 62,681
Mezzanine Loan
Schedule of Borrowings [Line Items]
Debt, face amount		$ 15,000
Mezzanine Loan \| Maximum
Schedule of Borrowings [Line Items]
Stated interest rate		10.00%
UNI credit facility \| Revolving credit facility
Schedule of Borrowings [Line Items]
Maximum borrowing capacity			$ 5,500
Repayments of credit facility	5,500
Outstanding borrowings	$ 0				$ 0		$ 5,500
Warehouse credit facility \| Revolving credit facility
Schedule of Borrowings [Line Items]
Maximum borrowing capacity				$ 100,000
Redemption price (in percent)				100.00%
Minimum utilization requirement				$ 30,000
Maximum advance rate (in percent)	85.00%				85.00%		80.00%
Outstanding borrowings	$ 2,727				$ 2,727		$ 34,994
Risk retention funding loans
Schedule of Borrowings [Line Items]
Outstanding borrowings	3,330				3,330		7,187
Assets pledged as collateral	8,700				8,700		12,600
2018-2 RR Financing Agreement
Schedule of Borrowings [Line Items]
Stated interest rate		4.00%
2019-2 RR Financing Agreement
Schedule of Borrowings [Line Items]
Stated interest rate								4.33%
Outstanding borrowings	3,300				3,300		6,600
Term loan
Schedule of Borrowings [Line Items]
Repayments of debt	15,000
Outstanding borrowings	$ 0				$ 0		$ 15,000
Prime Rate \| Mezzanine Loan \| Minimum
Schedule of Borrowings [Line Items]
Basis spread on variable rate (in percent)		5.25%
Prime Rate \| UNI credit facility \| Minimum \| Revolving credit facility
Schedule of Borrowings [Line Items]
Basis spread on variable rate (in percent)			1.00%
Prime Rate \| UNI credit facility \| Maximum \| Revolving credit facility
Schedule of Borrowings [Line Items]
Basis spread on variable rate (in percent)			4.25%
London Interbank Offered Rate (LIBOR) \| Warehouse credit facility \| Minimum \| Revolving credit facility
Schedule of Borrowings [Line Items]
Basis spread on variable rate (in percent)				1.90%
London Interbank Offered Rate (LIBOR) \| Warehouse credit facility \| Maximum \| Revolving credit facility
Schedule of Borrowings [Line Items]
Basis spread on variable rate (in percent)				400.00%

Borrowings - Assets Pledged as Collateral (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Schedule of Borrowings [Line Items]
Outstanding borrowings	$ 6,057	$ 62,681
Restricted cash	111,246	60,514
Variable Interest Entity, Primary Beneficiary
Schedule of Borrowings [Line Items]
Restricted cash	30,769	12,371
Warehouse credit facility \| Revolving credit facility
Schedule of Borrowings [Line Items]
Outstanding borrowings	2,727	34,994
Warehouse credit facility \| Revolving credit facility \| Variable Interest Entity, Primary Beneficiary
Schedule of Borrowings [Line Items]
Outstanding borrowings	2,727	34,994
Aggregate outstanding principal of loans pledged as collateral	6,470	59,709
Aggregate fair value of loans purchased and held by ULT	26,741	60,231
Restricted cash	$ 28,974	$ 11,270

Borrowings - Maturity (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Remainder of 2021	$ 0
2022	0
2023	3,330
2024	2,727
2025	0
Total	$ 6,057	$ 62,681

Common Stock and Common Stock Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended
	Jan. 13, 2021	Dec. 01, 2020	Oct. 31, 2018	Jun. 30, 2021	Dec. 31, 2020
Equity [Abstract]
Common stock, authorized (in shares)				700,000,000	700,000,000
Common stock, par value (in dollars per share)				$ 0.0001	$ 0.0001
Stock warrants issued to purchase common stock (in shares)			75,000
Stock warrants issued, exercise price (in dollars per share)			$ 2.16
Stock warrants issued, contractual term			10 years
Stock warrants issued, required repurchase amount in event of IPO		$ 1.5
Stock warrants reclassified from liability to equity (in shares)					75,000
Stock warrants issued, termination period after closing qualified sale		30 days
Stock warrants issued, termination period after company IPO price is confirmed (in dollars per share)		10 days
Exercise of common stock warrant (in shares)	72,407

Common Stock and Common Stock Warrants - Reserved Shares of Common Stock for Issuance (Details) - shares	Jun. 30, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Warrants to purchase common stock	0	75,000,000
Total	32,176,109,000	22,212,404,000
2020 Equity Incentive Plan \| Common stock
Class of Stock [Line Items]
Shares reserved of common stock for issuance	10,249,442,000	2,537,181,000
Options to purchase common stock
Class of Stock [Line Items]
Shares reserved of common stock for issuance	18,626,100,000	19,600,223,000
Unvested RSUs
Class of Stock [Line Items]
Shares reserved of common stock for issuance	1,187,427,000	0
ESPP
Class of Stock [Line Items]
Shares reserved of common stock for issuance	2,113,140,000	0

Equity Incentive Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 08, 2021	Oct. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value of options exercised					$ 122,700	$ 800
Fair value of options vested during period					12,300	2,300
Stock-based compensation expense			$ 21,186	$ 2,519	29,808	$ 4,484
Unrecognized stock-based compensation expense related to unvested stock options			$ 70,300		$ 70,300
Prodigy Software, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock issued (in shares)	82,201
Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value (in dollars per share)					$ 62.16	$ 5.31
Weighted average grant date fair value, assumed upon acquisition (in dollars per share)					$ 74.84
Common stock \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual increase, percent of outstanding shares (percent)					5.00%
Common stock \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual increase (in shares)					15,000,000
2012 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		15,000,000
2020 Equity Incentive Plan \| Common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)			10,249,442,000		10,249,442,000
ISOs and NSOs \| 2012 Equity Incentive Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price as a percent of estimated fair value (percent)							100.00%
Award vesting period							4 years
Required service period							3 years
ISOs and NSOs \| 2012 Equity Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period							10 years
ISOs \| 2012 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholder ownership (percent)							10.00%
ISOs \| 2012 Equity Incentive Plan \| Minimum \| Greater Than 10% Stockholders
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price as a percent of estimated fair value (percent)							110.00%
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense			$ 11,265	2,519	$ 16,385	$ 4,484
Stock options \| Black-Scholes Option Pricing Model
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense			4,400		$ 4,400
Stock options \| Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of recognition					2 years 2 months 12 days
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					4 years
Stock-based compensation expense			7,094	0	$ 8,539	0
Period of recognition					3 years 3 months 18 days
Unrecognized stock-based compensation expense			$ 119,400		$ 119,400
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)			2,113,140		2,113,140
Stock-based compensation expense			$ 1,779	0	$ 3,836	0
Period of recognition					1 month 6 days
Unrecognized stock-based compensation expense			1,000		$ 1,000
Purchase period		6 months
ESPP purchase price of common stock, percent of market price		85.00%
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					2 years
Stock-based compensation expense			1,048	$ 0	$ 1,048	$ 0
Period of recognition					1 year 9 months 18 days
Unrecognized stock-based compensation expense			$ 9,000		$ 9,000

Equity Incentive Plans - Stock Option Activity (Details) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Balances at December 31, 2020 \| shares	19,600,223,000
Options granted \| shares	606,830,000
Options assumed upon acquisition \| shares	23,494,000
Options exercised \| shares	(1,284,977,000)
Options cancelled and forfeited \| shares	(319,470,000)
Balances at June 30, 2021 \| shares	18,626,100,000	19,600,223,000
Stock Options Weighted Average Exercise Price Per Share
Options outstanding, Weighted average exercise price per share (in dollars per share) \| $ / shares	$ 4.27
Options granted, Weighted average exercise price per share (in $ per share) \| $ / shares	104.82
Options assumed upon acquisition, Weighted average exercise price per share (in $ per share) \| $ / shares	9.06
Options exercised, Weighted average exercise price per share (in $ per share) \| $ / shares	2.28
Options forfeited or expired, Weighted average exercise price per share (in $ per share) \| $ / shares	6.80
Options outstanding, Weighted average exercise price per share (in dollars per share) \| $ / shares	$ 7.64	$ 4.27
Stock Option Activity, Additional Disclosures
Options outstanding, Weighted average remaining contractual term	6 years 4 months 24 days	6 years 9 months 18 days
Options outstanding, Aggregate intrinsic value (in dollars) \| $	$ 2,184,219	$ 715,084
Options exercisable, Number of options \| shares	11,421,423,000
Options exercisable, Weighted average exercise price per share (in dollars per share) \| $ / shares	$ 1.99
Options exercisable, Weighted average remaining contractual term	5 years
Options exercisable, Aggregate intrinsic value (in dollars) \| $	$ 1,403,759
Options vested and expected to vest \| shares	18,331,294,000
Options vested and expected to vest, Weighted Average Exercise Price Per Share (in dollars per share) \| $ / shares	$ 7.22
Options vested and expected to vest, Weighted average remaining contractual term	6 years 4 months 24 days
Options vested and expected to vest, Aggregate intrinsic value (in dollars) \| $	$ 2,157,331

Equity Incentive Plans - RSU and Restricted Stock Activity (Details)	6 Months Ended
	Jun. 30, 2021 $ / shares shares
RSUs
Stock Appreciation Rights Activity
Unvested at December 31, 2020	0
Granted and Restricted	1,217,420,000
Vested	(6,480,000)
RSUs cancelled and forfeited	(23,513,000)
Unvested at June 30, 2021	1,187,427,000
Weighted Average Grant Date Fair Value
Granted and Restricted, Weighted average grant date fair value per share (in dollars per share) \| $ / shares	$ 107.81
Vested, Weighted average grant date fair value per share (in dollars per share) \| $ / shares	102.52
Forfeited, Weighted average grant date fair value per share (in dollars per share) \| $ / shares	$ 92.77
Restricted Stock
Stock Appreciation Rights Activity
Unvested at December 31, 2020	0
Granted and Restricted	82,201,000
Vested	0
Unvested at June 30, 2021	82,201,000
Weighted Average Grant Date Fair Value
Granted and Restricted, Weighted average grant date fair value per share (in dollars per share) \| $ / shares	$ 121.65
Vested, Weighted average grant date fair value per share (in dollars per share) \| $ / shares	$ 0

Equity Incentive Plans - Weighted-Average Assumptions (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum	65.97%	63.12%	53.23%
Expected volatility, maximum	71.80%	65.01%	71.80%
Risk free rate, minimum	0.37%	0.62%	0.37%
Risk free rate, maximum	0.82%	1.14%	1.50%
Dividend yield	0.00%	0.00%	0.00%
Stock options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 3 months 18 days	5 years 3 months 18 days	5 years 3 months 18 days
Stock options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	10 years	6 years 10 months 24 days	10 years
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		7 months 6 days
Expected volatility		61.65%
Risk-free interest rate		0.09%
Dividend yield		0.00%

Equity Incentive Plans - Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 21,186	$ 2,519	$ 29,808	$ 4,484
Stock options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	11,265	2,519	16,385	4,484
RSUs
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	7,094	0	8,539	0
ESPP
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	1,779	0	3,836	0
Restricted Stock
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	1,048	0	1,048	0
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	1,427	405	2,180	689
Customer operations
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	1,624	205	2,376	404
Engineering and product development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	12,472	1,112	16,779	2,038
General, administrative, and other
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 5,663	$ 797	$ 8,473	$ 1,353

Leases - Narrative (Details) $ in Millions	6 Months Ended
Leases - Narrative (Details) $ in Millions	Jun. 30, 2021 USD ($) optionToExtend
Leases [Abstract]
Number of options to renew \| optionToExtend	2
Renewal term	5 years
Letter of credit outstanding \| $	$ 2.0

Leases - Lease Liability Maturity (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Leases [Abstract]
Remainder of 2021	$ 2,408
2022	5,221
2023	5,516
2024	2,567
2025	1,579
Thereafter	2,417
Total undiscounted lease payments	19,708
Less: Present value adjustment	(1,930)
Operating lease liabilities	$ 17,778	$ 19,432

Leases - Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Leases - Lease Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Leases [Abstract]
Rent expense	$ 1,467	$ 1,303	$ 2,995	$ 2,572
Variable lease payments	362	348	661	704
Cash paid for amounts included in the measurement of lease liabilities	1,075	1,035	2,132	2,046
Right-of-use assets obtained in exchange for lease obligations	$ 0	$ 187	$ 0	$ 187
Weighted average remaining lease term (in years)	4 years 2 months 4 days		4 years 2 months 4 days
Weighted average discount rate	5.06%		5.06%

Commitment and Contingencies (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Loss Contingencies [Line Items]
Loan purchase obligation	$ 24.6	$ 39.3
Obligation to Repurchase Loans \| Maximum
Loss Contingencies [Line Items]
Estimate of potential loss	$ 8,153.6	$ 5,180.7

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Provision (benefit) for income taxes	$ (988)	$ 0	$ (767)	$ 0
Net effective tax rate	(3.33%)	0.00%	(1.92%)	0.00%
Recognition of deferred tax assets			$ 1,800

- Definition

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

+ References + Details

Net Income (Loss) Per Share Attributable to Upstart Holdings, Inc. Common Stockholders - Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Numerator:
Net income (loss) attributable to Upstart Holdings, Inc. common stockholders	$ 37,284	$ (6,193)	$ 47,386	$ (4,713)
Denominator:
Weighted-average number of shares outstanding used in computing net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic (in shares)	76,674,129	14,657,399	75,160,037	14,641,333
Weighted-average effect of dilutive securities (in shares)	18,127,994	0	18,033,116	0
Weighted-average number of shares outstanding used in computing net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted (in shares)	94,802,123	14,657,399	93,193,153	14,641,333
Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic (in dollars per share)	$ 0.49	$ (0.42)	$ 0.63	$ (0.32)
Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted (in dollars per share)	$ 0.39	$ (0.42)	$ 0.51	$ (0.32)

- Definition

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

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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

Net Income (Loss) Per Share Attributable to Upstart Holdings, Inc. Common Stockholders - Antidilutive Securities (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities were excluded from the computation of diluted net income per share attributable to Upstart Holdings, Inc. common stockholders because including them would have been anti-dilutive	714,407,000	67,123,269	1,617,395,000	67,123,269
Convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities were excluded from the computation of diluted net income per share attributable to Upstart Holdings, Inc. common stockholders because including them would have been anti-dilutive	0	47,349,577	0	47,349,577
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities were excluded from the computation of diluted net income per share attributable to Upstart Holdings, Inc. common stockholders because including them would have been anti-dilutive	451,493,000	18,853,815	500,065,000	18,853,815
Unvested RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities were excluded from the computation of diluted net income per share attributable to Upstart Holdings, Inc. common stockholders because including them would have been anti-dilutive	262,914,000	0	1,117,330,000	0
Warrants to purchase convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities were excluded from the computation of diluted net income per share attributable to Upstart Holdings, Inc. common stockholders because including them would have been anti-dilutive	0	600,208	0	600,208
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities were excluded from the computation of diluted net income per share attributable to Upstart Holdings, Inc. common stockholders because including them would have been anti-dilutive	0	319,669	0	319,669

Fair Value Measurement - Measurement Inputs (Details) - Valuation Technique, Discounted Cash Flow - Fair Value, Inputs, Level 3	Jun. 30, 2021	Dec. 31, 2020
Minimum \| Discount rate \| Loans (at fair value)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	3.50%	6.80%
Minimum \| Discount rate \| Notes Receivable
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	2.98%	3.01%
Minimum \| Credit risk rate \| Loans (at fair value)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	0.08%	0.36%
Minimum \| Credit risk rate \| Notes Receivable
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	0.04%	0.04%
Minimum \| Prepayment rate \| Loans (at fair value)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	11.15%	11.64%
Minimum \| Prepayment rate \| Notes Receivable
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	15.60%	15.60%
Maximum \| Discount rate \| Loans (at fair value)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	17.27%	16.99%
Maximum \| Discount rate \| Notes Receivable
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	14.00%	14.00%
Maximum \| Credit risk rate \| Loans (at fair value)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	50.85%	52.31%
Maximum \| Credit risk rate \| Notes Receivable
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	50.69%	50.69%
Maximum \| Prepayment rate \| Loans (at fair value)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	86.75%	78.36%
Maximum \| Prepayment rate \| Notes Receivable
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	36.88%	36.88%
Weighted Average \| Discount rate \| Loans (at fair value)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	7.22%	7.44%
Weighted Average \| Discount rate \| Notes Receivable
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	5.89%	5.84%
Weighted Average \| Credit risk rate \| Loans (at fair value)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	22.22%	19.82%
Weighted Average \| Credit risk rate \| Notes Receivable
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	17.90%	17.12%
Weighted Average \| Prepayment rate \| Loans (at fair value)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	37.09%	31.03%
Weighted Average \| Prepayment rate \| Notes Receivable
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	27.70%	27.63%