0001647639-22-000018 | 10-Q | XBRL Viewer

Accrued expenses and other liabilities (includes $13,095 and $13,531 at fair value as of December 31, 2021 and March 31, 2022, respectively)

769,222

695,432

91,723

103,418

Operating lease liabilities

100,051

100,366

Total liabilities

^[1]

1,111,087

1,013,377

Stockholders’ equity:

Common stock, $0.0001 par value; 700,000,000 shares authorized; 83,659,665 and 84,676,746, shares issued and outstanding as of December 31, 2021 and March 31, 2022, respectively

Additional paid-in capital

777,582

740,849

Retained earnings

98,913

66,221

Total stockholders’ equity

876,504

807,078

Total liabilities and stockholders’ equity

$ 1,987,591

$ 1,820,455

[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, 2021 and March 31, 2022. 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,		March 31,
	2021		2022
Assets
Cash	$	7,700	$	407
Restricted cash	79,561		75,527
Loans (at fair value)	245,972		591,554

Other assets (includes $7,571 and $5,840 at fair value as of December 31, 2021 and March 31, 2022, respectively)	8,792		8,485
Total assets	$	342,025	$	675,973

Liabilities


Borrowings	48,536		121,551

Other liabilities	778		677
Total liabilities	$	49,314	$	122,228

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

Mar. 31, 2022

Dec. 31, 2021

Assets

Cash

$ 757,828

$ 986,608

Restricted cash

254,866

204,633

Loans (at fair value)

597,981

252,477

Other assets (includes $26,676 and $34,344 at fair value as of December 31, 2021 and March 31, 2022, respectively)

126,982

129,392

Total assets

^[1]

1,987,591

1,820,455

Liabilities:

Accrued expenses and other liabilities (includes $13,095 and $13,531 at fair value as of December 31, 2021 and March 31, 2022, respectively)

769,222

695,432

91,723

103,418

Total liabilities

^[1]

1,111,087

1,013,377

Accrued expenses and other liabilities at fair value

$ 13,531

$ 13,095

Common stock, par value (in dollars per share)

$ 0.0001

Common stock, authorized (in shares)

700,000,000

Common stock, issued (in shares)

84,676,746

83,659,665

Common stock, outstanding (in shares)

84,676,746

83,659,665

Other assets at fair value

$ 34,344

$ 26,676

Variable Interest Entity, Primary Beneficiary

Assets

Cash

407

7,700

Restricted cash

75,527

79,561

Loans (at fair value)

591,554

245,972

Other assets (includes $26,676 and $34,344 at fair value as of December 31, 2021 and March 31, 2022, respectively)

8,485

8,792

Total assets

675,973

342,025

Liabilities:

Accrued expenses and other liabilities (includes $13,095 and $13,531 at fair value as of December 31, 2021 and March 31, 2022, respectively)

121,551

48,536

677

778

Total liabilities

122,228

49,314

Other assets at fair value

$ 5,840

$ 7,571

[1]


	December 31,		March 31,
	2021		2022
Assets
Cash	$	7,700	$	407
Restricted cash	79,561		75,527
Loans (at fair value)	245,972		591,554

Other assets (includes $7,571 and $5,840 at fair value as of December 31, 2021 and March 31, 2022, respectively)	8,792		8,485
Total assets	$	342,025	$	675,973

Liabilities


Borrowings	48,536		121,551

Other liabilities	778		677
Total liabilities	$	49,314	$	122,228

Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue:
Revenue from fees, net	$ 313,982	$ 116,170
Interest income and fair value adjustments, net	(3,846)	5,175
Total revenue	310,136	121,345
Operating expenses:
Sales and marketing	133,449	49,376
Customer operations	48,407	17,388
Engineering and product development	49,991	18,988
General, administrative, and other	43,456	20,019
Total operating expenses	275,303	105,771
Income from operations	34,833	15,574
Other Nonoperating Expense	(2,122)	(5,251)
Net income before income taxes	32,711	10,323
Provision for income taxes	19	221
Net income	$ 32,692	$ 10,102
Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic (in dollars per share)	$ 0.39	$ 0.14
Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted (in dollars per share)	$ 0.34	$ 0.11
Weighted-average number of shares outstanding used in computing net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic (in shares)	84,230,445	73,629,122
Weighted-average number of shares outstanding used in computing net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted (in shares)	95,457,776	91,449,571

Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)
Beginning balance (in shares) at Dec. 31, 2020		73,314,026,000
Beginning balance at Dec. 31, 2020	$ 300,252	$ 7	$ 369,467	$ (69,222)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		521,511,000
Issuance of common stock upon exercise of stock options	1,492		1,492
Issuance of common stock upon settlement of restricted stock units (in shares)		308,000
Exercise of common stock warrants (in shares)		72,407,000
Stock-based compensation expense	8,744		8,744
Net income	10,102			10,102
Ending balance (in shares) at Mar. 31, 2021		73,908,252,000
Ending balance at Mar. 31, 2021	$ 320,590	$ 7	379,703	(59,120)
Beginning balance (in shares) at Dec. 31, 2021	83,659,665	83,659,665,000
Beginning balance at Dec. 31, 2021	$ 807,078	$ 8	740,849	66,221
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	888,961,000	888,961,000
Issuance of common stock upon exercise of stock options	$ 5,626	$ 1	5,625
Issuance of common stock upon settlement of restricted stock units (in shares)		80,226,000
Issuance of common stock under employee stock purchase plan (in shares)		47,894,000
Issuance of common stock under employee stock purchase plan	4,431		4,431
Stock-based compensation expense	26,677		26,677
Net income	$ 32,692			32,692
Ending balance (in shares) at Mar. 31, 2022	84,676,746	84,676,746,000
Ending balance at Mar. 31, 2022	$ 876,504	$ 9	$ 777,582	$ 98,913

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net income	$ 32,692	$ 10,102
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Change in fair value of financial instruments	18,356	901
Stock-based compensation	25,050	8,622
Loss (gain) on loan servicing arrangement, net	(8,705)	67
Depreciation and amortization	2,781	816
Non-cash interest expense	776	18
Net changes in operating assets and liabilities:
Purchase of loans for immediate resale	(3,014,594)	(1,294,634)
Proceeds from immediate resale of loans	3,014,594	1,294,634
Purchase of loans held-for-sale	(443,190)	(18,240)
Principal payments received for loans held-for-sale	20,328	2,637
Proceeds from sale of loans held-for-sale	50,764	38,140
Other assets	7,287	(9,988)
Operating lease liability and right-of-use asset	2,584	234
Accounts payable	3,371	(5,807)
Payable to investors	32,204	10,989
Accrued expenses and other liabilities	(11,093)	4,601
Net cash provided by (used in) operating activities	(266,795)	43,092
Cash flows from investing activities
Proceeds from sale of loans held-for-investment	0	8,329
Principal payments received for loans held-for-investment	9,397	3,002
Principal payments received for notes receivable and repayments of residual certificates	2,067	3,119
Purchase of loans held-for-investment	0	(12,947)
Purchase of non-marketable equity security	(1,000)	0
Purchase of property and equipment	(1,629)	(267)
Capitalized software costs	(3,658)	(334)
Net cash provided by investing activities	5,177	902
Cash flows from financing activities
Proceeds from borrowings	80,004	5,831
Repayments of borrowings	(6,990)	(26,584)
Proceeds from issuance of common stock under employee stock purchase plan	4,431	0
Proceeds from exercise of stock options	5,626	1,492
Net cash provided by (used in) financing activities	83,071	(19,261)
Net increase (decrease) in cash and restricted cash	(178,547)	24,733
Cash and restricted cash
Cash and restricted cash at beginning of period	1,191,241	311,333
Cash and restricted cash at end of period	1,012,694	336,066
Supplemental disclosures of cash flow information
Cash paid for interest	1,763	1,030
Cash paid for income taxes	18	0
Supplemental disclosures of non-cash investing and financing activities
Capitalized stock-based compensation expense	1,627	122
Reclassification of loans held-for-investment to held-for-sale	$ 109,792	$ 26

Description of Business and Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
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 originate credit, including personal and auto loans, by providing bank partners 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. 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 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, 2021. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements, which Management believes are critical in understanding and evaluating the Company’s reported financial results include: (i) fair value determinations; (ii) stock-based compensation; (iii) consolidation of VIEs; (iv) provision for income taxes, net of valuation allowance for deferred tax assets; and (v) the evaluation for impairment of goodwill and acquired intangible assets. The Company bases its estimates on various factors it believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. Stock-Based Compensation The Company issues stock options, restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”), and restricted stock to employees and non-employees, including directors and third-party service providers, and employee stock purchase rights granted under the Company’s employee stock purchase plan (“ESPP”). Stock options and employee stock purchase rights granted under the ESPP are initially measured at fair value at the date of grant using the Black-Scholes option-pricing model. RSUs and restricted stock are measured at the fair market value of our common stock at the grant date. PRSUs are initially measured at fair value using a Monte Carlo simulation model. Stock-based compensation expenses are recognized based on their respective grant- date fair values. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from initial estimates. Stock-based compensation expense is recorded net of estimated forfeitures, such that the expense is recorded only for those awards that are expected to vest. Recently Adopted Accounting Pronouncements The Company did not adopt any new accounting standards during the three months ended March 31, 2022. Recently Issued Accounting Pronouncements 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 optional guidance in ASU 2020-04 and ASU 2021-01 is effective for a limited period of time through December 31, 2022 and may be applied prospectively to contract modifications and hedging relationships. The Company does not expect the adoption of this guidance will have a material impact on the Company’s condensed consolidated financial statements or related disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). This standard has no impact on acquired contract assets or liabilities from business combinations occurring prior to the effective date of adoption. The Company is currently assessing the impact the standard will have on its condensed consolidated financial statements and related disclosures.

Revenue

3 Months Ended

Mar. 31, 2022

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 March 31,
	2021		2022
Revenue from fees, net:
Platform and referral fees, net	$	106,953	$	271,812
Servicing and other fees, net	9,217		42,170
Total revenue from fees, net	$	116,170	$	313,982

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 contractual holding period. 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. 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. The Company recognized $3.6 million and $8.7 million of loan premium fees and loan trailing fees as contra-revenue within platform and referral fees, net during the three months ended March 31, 2021 and 2022, respectively.

As of December 31, 2021 and March 31, 2022, the Company recorded $4.3 million and $5.2 million of loan trailing fee liability, respectively, which is recorded at fair value and included within accrued expenses and other liabilities on the Company’s condensed consolidated balance sheets. Refer to “Note 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 with certain bank partners subject to minimum fees; however, pricing for these services may also be based on usage fees, calculated as a percentage of each loan originated. 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. Platform and referral fees represent variable consideration as loan origination volume is not known at contract inception. These fees are determined each time a loan is originated. Fees for platform and referral services are typically billed and paid on either a daily or 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, 2021 and March 31, 2022. The Company had $44.8 million and $33.8 million of accounts receivable that are included in other assets on the condensed consolidated balance sheets related to contracts with customers as of December 31, 2021 and March 31, 2022, respectively. The standard payment terms on accounts receivable are 30 days. The Company’s allowance for bad debt and bad debt expense were immaterial for the periods presented.

The Company capitalizes incremental costs of obtaining a contract with a customer, which are certain sales commissions paid to 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 December 31, 2021 and March 31, 2022, the Company had an immaterial amount of contract costs capitalized within other assets on the condensed consolidated balance sheets. The Company amortized an immaterial amount of capitalized contracts costs to sales and marketing in the condensed consolidated statements of operations and comprehensive income for the periods presented.

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


	Three Months Ended March 31,
	2021	2022
Customer A	60%	46%
Customer B	25%	31%

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


	Three Months Ended March 31,
	2021	2022
Customer C	21%	*
Customer D	39%	38%

* Less than 10%

Servicing and other 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.

Servicing and other 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 be more or less than adequate compensation for servicing obligations performed by the Company. Servicing fees also include changes in fair value of loan servicing assets and liabilities 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 a net gain (loss) related to loan servicing rights upon loan sales for the periods presented as follows:


	Three Months Ended March 31,
	2021		2022
Net gain (loss) related to loan servicing rights	$	(67)	$	8,705

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 and other fees, net as part of revenue from fees, net in the Company’s condensed consolidated statements of operations and comprehensive income. 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 and other fees, net for the periods presented as follows:


	Three Months Ended March 31,
	2021		2022
Collection agency fees	$	863	$	1,990
Borrower fees	$	886	$	5,230

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 and notes receivable and residual certificates.

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:


	Three Months Ended March 31,
	2021		2022
Interest income and fair value adjustments, net:
Interest income	$	3,405	$	15,134
Interest expense	(1,030)		(959)

Fair value and other adjustments, net(1)(2)	2,800		(18,021)
Total interest income and fair value adjustments, net	$	5,175	$	(3,846)

_________

1.Includes $2.8 million and $1.3 million of realized gain on sale of loans for the three months ended March 31, 2021 and 2022, respectively.

2.Includes $1.0 million of income from capital market programs, net for the three months ended March 31, 2021.

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. The Company does not record an allowance for credit losses on accrued interest receivable. As of December 31, 2021 and March 31, 2022, the Company has recorded

$2.6 million and $5.0 million of accrued interest income in loans on the condensed consolidated balance sheets, respectively.

Interest expense

Interest expense is primarily related to interest recorded on the Company’s borrowings on warehouse credit facilities and risk retention funding loans. Interest expense includes accrued interest incurred but not paid. Accrued interest expenses were immaterial as of December 31, 2021 and March 31, 2022.

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. These adjustments are recorded in the Company’s condensed consolidated statements of operations and comprehensive income 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 gains received through our securitization programs 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.

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 13
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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
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

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=SL49130554-203045

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

3 Months Ended

Mar. 31, 2022

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 Entities

The Company established Upstart Loan Trust and Upstart Auto Warehouse Trust to enter into warehouse credit facilities for the purpose of purchasing Upstart-powered loans. See “Note 7. Borrowings” for additional information. The entities are Delaware statutory trusts that are structured to be bankruptcy-remote, with third-party banks operating as trustees.

Other Consolidated VIEs

Upstart Loan Trust 2, a Delaware statutory trust, holds personal and auto loans facilitated through the Upstart platform. These loans include, but are not limited to, loans not pledged or eligible to be pledged to the

Company’s warehouse credit facilities or loans that were the result of the Company’s repurchases of loans for breaches of representations and warranties made to institutional investors.

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, 2021



Total consolidated VIEs	$	342,025	$	49,314	$	292,711


	Assets		Liabilities		Net Assets
March 31, 2022



Total consolidated VIEs	$	675,973	$	122,228	$	553,745

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. While the Company continues to be involved with the unconsolidated VIEs in its role as the sponsor and the servicer of these transactions, the Company does not hold a significant economic interest in these entities and has determined that it is not the primary beneficiary of these entities. The Company’s unconsolidated VIEs include entities established as the issuers and grantor trusts for the 2018-2, 2019-1, and 2019-2 securitization transactions.

In cases where the VIEs are not consolidated and the transfer of the loans from the Company to the securitization trust meets sale accounting criteria, the Company recognizes a gain or loss on sales of loans. The net proceeds of the sale represent the fair value of any assets obtained or liabilities incurred as part of the transaction. The assets are transferred into a trust such that the assets are legally isolated from the creditors of the Company and are not available to satisfy obligations of the Company. These assets can only be used to settle obligations of the underlying securitization trusts.

The following tables summarize the aggregate 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, 2021
Securitizations and other	$	217,321	$	160,248	$	57,073	$	15,503


	Assets		Liabilities		Net Assets		Maximum Exposure to Losses
March 31, 2022
Securitizations and other	$	165,716	$	116,886	$	48,830	$	13,599

The carrying value of assets that relate to variable interests in unconsolidated VIEs consists of $8.3 million and $6.4 million of securitization notes and residual certificates which are included in other assets on the condensed consolidated balance sheets as of December 31, 2021 and March 31, 2022, 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, 2021 and March 31, 2022.

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 risk retention 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 majority-owned affiliates 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.

The Company routinely contributes loans to securitization transactions which it co-sponsors as a non-retaining sponsor. As a non-retaining sponsor and a servicer of these transactions, the Company does not retain economic risk in these deals. Contributions of loans to these securitizations are recognized as transfers under Topic 860, Transfers and Servicing.

Fair Value Measurement

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement

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,		March 31,
	2021		2022
Assets
Loans	$	252,477	$	597,981
Notes receivable and residual certificates	8,288		6,384
Loan servicing assets	18,388		27,960
Total assets	$	279,153	$	632,325
Liabilities
Loan servicing liabilities	$	8,780	$	8,290
Trailing fee liabilities	4,315		5,241
Total liabilities	$	13,095	$	13,531

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, 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. As of December 31, 2021, $142.7 million and $109.8 million of loans held on the Company’s condensed consolidated balance sheets were classified as held-for-sale and held-for-investment, respectively. As of January 1, 2022 the Company reclassified all loans previously classified as held-for-investment to held-for-sale due to the Company’s intent and ability to sell the loans prior to maturity. All loans purchased during the three months ended March 31, 2022 were classified as held-for-sale.

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.

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, 2021						March 31, 2022
	Minimum		Maximum		Weighted-Average (2)		Minimum		Maximum		Weighted-Average (2)
Discount rate	3.42	%	16.49	%	7.29	%	4.68	%	16.95	%	7.53	%
Credit risk rate (1)	0.08	%	55.79	%	17.98	%	0.01	%	79.09	%	14.65	%
Prepayment rate (1)	8.70	%	88.12	%	40.35	%	5.75	%	91.56	%	41.49	%

(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, 2021 and March 31, 2022, 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,		March 31,
	2021		2022
Fair value of loans	$	252,477	$	597,981
Discount rates
100 basis point increase	(3,392)		(7,549)
200 basis point increase	(6,709)		(14,941)
Expected credit loss rates on underlying loans
10% adverse change	(3,959)		(8,915)
20% adverse change	(7,927)		(17,790)

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		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	18,240		12,947		31,187
Sale of loans	(46,469)		—		(46,469)
Purchase of loans for immediate resale	1,294,634		—		1,294,634
Immediate resale	(1,294,634)		—		(1,294,634)
Repayments received	(3,310)		(2,329)		(5,639)
Changes in fair value recorded in earnings	357		(558)		(201)
Other changes	(230)		81		(149)

Fair value at March 31, 2021	$	28,794	$	28,395	$	57,189


	Loans Held-for- Sale		Loans Held-for-Investment		Total
Fair value at December 31, 2021	$	142,685	$	109,792	$	252,477
Reclassification of loans from HFI to HFS	109,792		(109,792)		—
Purchases of loans	443,190		—		443,190
Sale of loans	(50,764)		—		(50,764)
Purchase of loans for immediate resale	3,014,594		—		3,014,594
Immediate resale	(3,014,594)		—		(3,014,594)
Repayments received	(29,726)		—		(29,726)
Changes in fair value recorded in earnings	(19,511)		—		(19,511)
Other changes	2,315		—		2,315

Fair value at March 31, 2022	$	597,981	$	—	$	597,981

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,		March 31,		December 31,		March 31,
	2021		2022		2021		2022
Outstanding principal balance	$	277,228	$	636,132	$	1,979	$	3,256
Net fair value and accrued interest adjustments	(24,751)		(38,151)		(1,692)		(2,970)
Fair value(1)	$	252,477	$	597,981	$	287	$	286

_________

(1) Includes $50.1 million and $230.8 million of auto loans as of December 31, 2021 and March 31, 2022, 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.

Assets related to Securitization Transactions

As of December 31, 2021 and March 31, 2022, the Company held notes receivable and residual certificates with an aggregate fair value of $8.3 million and $6.4 million, respectively, within other assets on the Company’s condensed consolidated balance sheets. 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, which is used to estimate the fair value of notes receivable and residual certificates, uses 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, 2021						March 31, 2022
	Minimum		Maximum		Weighted-Average (2)		Minimum		Maximum		Weighted-Average (2)
Notes receivable and residual certificates
Discount rate	4.96	%	15.72	%	6.78	%	4.47	%	16.17	%	7.40	%
Credit risk rate (1)	0.04	%	50.69	%	18.47	%	0.04	%	50.69	%	18.52	%
Prepayment rate (1)	15.60	%	36.08	%	27.82	%	15.60	%	36.08	%	27.77	%

_________

(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 under a discounted cash flow methodology of 20% would result in a 10% decrease in the fair value of the residual certificates as of March 31, 2022. 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 0.69% and 0.65% as of December 31, 2021 and March 31, 2022, respectively. On average, a hypothetical 200 basis point increase in discount rates results in a decrease in fair value of securitization notes and residual certificates of 1.37% and 1.28% as of December 31, 2021 and March 31, 2022, 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, 2021 and March 31, 2022.

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 December 31, 2020	$	19,074

Repayments and settlements	(3,119)
Changes in fair value recorded in earnings	78

Fair value at March 31, 2021	$	16,033


	Notes Receivable and Residual Certificates
Fair value at December 31, 2021	$	8,288

Repayments and settlements	(2,067)
Changes in fair value recorded in earnings	163

Fair value at March 31, 2022	$	6,384

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, 2021						March 31, 2022
	Minimum		Maximum		Weighted-Average (2)		Minimum		Maximum		Weighted-Average (2)
Discount rate	13.00	%	20.00	%	17.69	%	13.00	%	20.00	%	17.56	%
Credit risk rate (1)	0.03	%	52.78	%	18.36	%	0.03	%	62.06	%	17.84	%
Market-servicing rate (3)(4)(5)	0.62	%	3.73	%	0.62	%	0.62	%	3.73	%	0.62	%
Prepayment rate (1)	5.99	%	91.43	%	36.39	%	5.99	%	92.72	%	38.54	%

_________

(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

(5)Includes personal loans and auto loans

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 per annum. The estimate considers the profit that would be demanded in the marketplace to service the portfolio of outstanding loans subject to the Company’s servicing agreements.

Prepayment rates–Prepayment rates are the Company’s estimate of the cumulative principal prepayments that will occur over the entire life of a loan as a percentage of the original principal amount of the loan. The assumption regarding cumulative prepayments 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 and prepayment rates as such changes would not result in a significant impact on the fair value as of December 31, 2021 and March 31, 2022, respectively.


	December 31,		March 31,
	2021		2022
Fair value of loan servicing assets	$	18,388	$	27,960
Expected market-servicing rates
10% market-servicing rates increase	(5,539)		(8,150)
20% market-servicing rates increase	(11,002)		(16,236)


	December 31,		March 31,
	2021		2022
Fair value of loan servicing liabilities	$	8,780	$	8,290
Expected market-servicing rates
10% market-servicing rates increase	5,357		4,938
20% market-servicing rates increase	10,788		9,940

Rollforward of Level 3 Fair Values

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


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2020	$	6,831	$	8,254
Sale of loans	3,452		3,519
Changes in fair value recorded in earnings	(1,549)		(920)
Fair value at March 31, 2021	$	8,734	$	10,853


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2021	$	18,388	$	8,780
Sale of loans	10,610		1,905
Changes in fair value recorded in earnings	(1,038)		(2,395)
Fair value at March 31, 2022	$	27,960	$	8,290

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 3.42% to 16.49% and credit risk rates of 0.08% to 55.79% as of December 31, 2021 and discount rates of 4.68% to 16.95% and credit risk rates of 0.01% to 79.09% as of and March 31, 2022.

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 December 31, 2020	$	1,276
Issuances	669
Repayments and settlements	(170)



Fair value at March 31, 2021	$	1,775


	Trailing Fee Liabilities
Fair value at December 31, 2021	$	4,315
Issuances	1,667
Repayments and settlements	(629)
Changes in fair value recorded in earnings	(112)

Fair value at March 31, 2022	$	5,241

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.

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets

Goodwill

During the three months ended March 31, 2022, there were no changes in the carrying amount of goodwill of $67.1 million on the Company’s condensed consolidated balance sheets.

Intangible Assets

Acquired intangible assets subject to amortization are as follows:


	March 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted-Average Remaining Useful Life (Years)
Developed technology	$	9,400	$	3,133	$	6,267	2.0

Customer relationships	13,700		1,142		12,558		11.0
	$	23,100	$	4,275	$	18,825

Amortization expense was $1.1 million for the three months ended March 31, 2022. There were no intangible assets subject to amortization for the three months ended March 31, 2021.

Expected future amortization expense for intangible assets as of March 31, 2022 is as follows:


Fiscal Years:
Remaining 2022	$	3,206
2023	4,275
2024	1,925
2025	1,142
2026	1,142
Thereafter	7,135
Total	$	18,825

Balance Sheet Components

3 Months Ended

Mar. 31, 2022

Other Assets [Abstract]

Balance Sheet Components

Other Assets

Other assets consisted of the following:


	December 31,		March 31,
	2021		2022
Servicing fees and other receivables	$	55,518	$	48,620
Deposits	8,377		8,818
Prepaid expenses	30,012		28,877
Loan servicing assets (at fair value)	18,388		27,960
Notes receivable and residual certificates (at fair value)	8,288		6,384
Other assets	8,809		6,323
Total other assets	$	129,392	$	126,982

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,		March 31,
	2021		2022
Internally developed software	$	17,735	$	23,020
Computer and networking equipment	3,796		4,535
Furniture and fixtures	3,199		3,205
Leasehold improvements	7,450		8,689
Total property, equipment, and software	32,180		39,449
Accumulated depreciation and amortization	(7,921)		(9,633)
Total property, equipment, and software, net	$	24,259	$	29,816

For the three months ended March 31, 2021 and 2022, depreciation and amortization expense on property, equipment, and software was immaterial. Capitalized internally developed software balances, net of accumulated amortization, were $13.5 million and $17.8 million as of December 31, 2021 and March 31, 2022, respectively.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


	December 31,		March 31,
	2021		2022
Accrued expenses	$	48,207	$	54,972
Accrued payroll	37,293		14,822


Loan servicing liabilities (at fair value)	8,780		8,290
Trailing fee liability (at fair value)	4,315		5,241


Other liabilities	4,823		8,398
Total accrued expenses and other liabilities	$	103,418	$	91,723

Borrowings

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

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,		March 31,
	2021		2022
Warehouse credit facilities	48,030		121,551
Risk retention funding loan	507		—
Convertible senior notes	661,250		661,250
Total payments due	709,787		782,801
Unamortized debt discount	(14,355)		(13,579)
Total borrowings	$	695,432	$	769,222

Warehouse Credit Facilities

Upstart Loan Trust 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 calculation) 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 “ULT 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 ULT Benchmark Rate will be replaced with an alternative rate such as the Secured Overnight Financing Rate (“SOFR”). The Company is subject to additional interest payments under a minimum utilization requirement of $30 million, as well as a monthly unused fee ranging from 0.10% to 1.00% per annum on the undrawn balance. The maximum advance rate under the ULT Warehouse Credit Facility on outstanding principal of loans held by ULT was 85% as of December 31, 2021 and March 31, 2022.

The ULT Warehouse Credit Facility contains certain financial covenants. As of December 31, 2021 and March 31, 2022, 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:


	ULT Warehouse Credit Facility
	December 31, 2021		March 31, 2022
Outstanding borrowings	$	48,030	$	90,113
Aggregate outstanding principal of loans pledged as collateral	76,865		123,362
Aggregate fair value of loans purchased and held by ULT	142,687		262,601
Restricted cash pledged as collateral	76,256		34,996

Upstart Auto Warehouse Trust Credit Facility

In December 2021, the Company’s consolidated VIE, Upstart Auto Warehouse Trust (“UAWT”), entered into a revolving credit and security agreement with a third-party lender (the “UAWT Warehouse Credit Facility”). Under the revolving credit and security agreement, UAWT may borrow up to $100.0 million until the earlier of December 2022 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 secured auto loans originated using Upstart’s platform and to pay fees and expenses related to the credit facility. The UAWT Warehouse Credit Facility matures in December 2023. The entire amount of the outstanding principal and accrued interest and fees may be prepaid at any time without penalty. Borrowings under the UAWT Warehouse Credit Facility bears interest per annum at a rate equivalent to the weighted-average cost of commercial paper notes issued by the lender (the “UAWT Benchmark Rate”), plus a spread ranging from 1.8% to 3.5%. In the event the UAWT Benchmark Rate cannot be adequately ascertained or available, the UAWT Benchmark Rate will be replaced with an alternative rate such as SOFR. In addition, the UAWT Warehouse Credit Facility is also subject to a monthly unused fee of 0.50% per annum on the undrawn balance. The maximum advance rate under the UAWT Auto Warehouse Trust Credit Facility on outstanding principal of loans held by UAWT was 82.5% as of December 31, 2021 and March 31, 2022.

The UAWT Warehouse Credit Facility contains certain financial covenants. As of December 31, 2021 and March 31, 2022, UAWT was in compliance with all applicable covenants under the UAWT Warehouse Credit Facility. The creditors of UAWT have no recourse to the general credit of the Company, except for certain limited obligations of UAWT to its creditors that are guaranteed by the Company.

The following table includes the aggregate balances held by UAWT that were pledged as collateral for the UAWT Warehouse Credit Facility and included in loans at fair value and restricted cash in the condensed consolidated balance sheets as of March 31, 2022. The Company had no outstanding borrowings or loans owned by UAWT that were pledged as collateral under the UAWT Warehouse Credit Facility as of December 31, 2021.


	UAWT Warehouse Credit Facility
	March 31, 2022
Outstanding borrowings	$	31,438
Aggregate outstanding principal of loans pledged as collateral	38,533
Aggregate fair value of loans purchased and held by UAWT	57,549
Restricted cash pledged as collateral	578

Risk Retention Funding Loan

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 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, 2021 the outstanding principal balance under the 2019-2 RR Financing Agreement was $0.5 million. In February 2022, the Company repaid the outstanding principal and accrued interest in full.

The borrowings are solely the obligations of the 2019-2 RR entity and the Company is not obligated thereon. The securities and other assets owned by the 2019-2 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 $4.8 million of securities held for risk retention for 2019-2 securitization transactions, included in other assets on the consolidated balance sheets as of December 31, 2021.

Convertible Senior Notes

On August 20, 2021, the Company issued $661.3 million aggregate principal amount of 0.25% convertible senior notes due 2026 (“Notes”) pursuant to an indenture (the “Indenture”), (including the exercise in full of the initial purchasers’ option of an additional $86.3 million aggregate principal of additional notes) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from the sale of the Notes were $645.5 million after deducting debt issuance costs. The estimated fair value of the Notes as of December 31, 2021 and March 31, 2022 was approximately $627.5 million and $564.2 million, respectively, which represent Level 2 valuations in the fair value hierarchy. The estimated fair value was determined based on the estimated or actual bids and offers of the Notes in an over-the-counter market. The carrying value of the Notes of December 31, 2021 and March 31, 2022 was $646.9 million and $647.7 million, respectively.

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

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

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

(1) during any calendar quarter commencing after December 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

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

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

(4) upon the occurrence of specified corporate events.

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

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

The Company accounted for the issuance of the Notes as a single liability at par as the conversion feature does not require bifurcation as a derivative under ASC 815 and the Notes were not issued at a substantial premium. Debt issuance costs related to the Notes totaled $15.7 million and consisted of underwriting fees and third-party offering costs, which are amortized to interest expense using the effective interest method over the contractual term. For the three months ended March 31, 2022, the Company recorded $0.4 million of coupon interest expense and amortization of debt issuance costs of $0.8 million within other expense on the condensed consolidated statements of operations and comprehensive income. The effective interest rate of the Notes is 0.7%.

Capped Call Transactions

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

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

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

The following table summarizes the aggregate amount of maturities of all borrowings as of March 31, 2022:


	March 31, 2022
Remaining 2022	$	—
2023	31,438
2024	90,113
2025	—
2026	661,250
2027	—
Total	$	782,801

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.

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Share-based Payment Arrangement [Abstract]

Stockholders’ Equity

3 Months Ended

Mar. 31, 2022

Stockholders’ Equity

Common Stock Reserved for Future Issuance

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


	December 31,	March 31,
	2021	2022
Options issued and outstanding	12,785,176	12,098,735
RSUs outstanding	1,508,615	2,047,575
PRSUs outstanding	—	687,500
Shares available for future issuance under 2020 plan	9,979,700	12,653,410
Shares available for issuance under ESPP	1,869,302	2,657,991
Total	26,142,793	30,145,211

Share Repurchase Program

In February 2022, the Board of Directors authorized the Company to purchase up to $400.0 million of common stock of the Company. The Company may repurchase shares from time to time through open market purchases, in privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1. The repurchase program does not obligate the Company to acquire any particular amount of its common stock, and may be suspended or terminated by the Company at any time at its discretion

without prior notice. During the three months ended March 31, 2022, the Company did not repurchase any shares under the program.

Equity Incentive Plan

The Company's 2020 Equity Incentive Plan authorizes grants of ISOs, NSOs, stock appreciation rights, restricted stock, RSUs, and performance awards to eligible participants.

Stock Options

The following table summarized stock option activity for the three months ended March 31, 2022:


	Number of Options	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Balances at December 31, 2021	12,785,176	$	10.23	6.8	$	1,803,812

Options granted	263,757	129.61
Options exercised	(888,961)	6.37
Options cancelled and forfeited	(61,237)	28.13
Balances at March 31, 2022	12,098,735	13.03		6.6	1,174,625
Options exercisable – March 31, 2022	7,386,004	3.89		5.5	777,194
Options vested and expected to vest – March 31, 2022	12,010,095	$	12.60	6.6	$	1,170,468

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 March 31, 2022. The aggregate intrinsic value of options exercised for the three months ended March 31, 2021 and 2022, was $65.7 million and $105.2 million, respectively. The weighted-average grant date fair value of options granted during the three months ended March 31, 2021 and 2022, was $61.67, and $63.78 per share, respectively. The total fair value of options vested for the three months ended March 31, 2021 and 2022, was $3.6 million, and $6.7 million, respectively.

As of March 31, 2022, total unrecognized stock-based compensation expense related to unvested stock options was $64.6 million, which is expected to be recognized over a remaining weighted-average period of 1.8 years.

Restricted Stock Units

The Company grants RSUs to employees and nonemployees. RSUs vest upon satisfaction of a service-based condition, which is generally satisfied over four years. The following table summarized RSU activity for the three months ended March 31, 2022:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2021	1,508,615	$	140.10
RSUs granted	661,064	127.55
RSUs vested	(80,226)	96.81
RSUs cancelled and forfeited	(41,878)	136.98
Unvested at March 31, 2022	2,047,575	$	137.81

As of March 31, 2022, total unrecognized stock-based compensation expense related to outstanding unvested RSUs was $242.5 million, which is expected to be recognized over a remaining weighted-average period of 3.0 years.

Restricted Stock

In connection with the Prodigy acquisition in April 2021, 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.

The following table summarized Restricted Stock activity for the three months ended March 31, 2022:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2021	61,651	$	121.65

Vested	10,275	121.65
Unvested at March 31, 2022	51,376	$	121.65

As of March 31, 2022, total unrecognized stock-based compensation expense related to restricted stock was $5.2 million, which is expected to be recognized over a remaining weighted-average period of 1.1 years.

Performance-based Restricted Stock Units

On February 18, 2022, the Compensation Committee of the Board of Directors, after extensive consultation with its independent compensation consultants, approved the grant of a PRSU award to an executive for 687,500 shares that will generally vest at the end of a period of seven years based on the achievement of certain stock price targets for the Company’s common stock.

Except as otherwise provided in the Performance Award Agreement, the PRSU award will vest only if the executive is employed on a full-time basis through January 1, 2029 (the “Final Measurement Date”) and only to the extent that the company stock price targets are met. The first time that performance will be measured is on January 1, 2027 and achievement will be determined based on the average closing price of the Company’s stock on the 60 consecutive trading days ending immediately prior to that date. If any company stock price target is met at that time, up to 40% of the cumulative PRSUs possible for such company stock price target will become eligible to vest. One year later on January 1, 2028, the same procedure will be followed and if any higher company stock price target is met, up to 80% of the cumulative PRSUs possible for such company stock price target, less any PRSUs that previously vested, will vest. On the Final Measurement Date, the same procedure will be followed and the cumulative PRSUs possible for the highest company stock price target met at such time, less any PRSUs that

previously became eligible to vest, will become eligible to vest. All PRSUs which did not meet the Company stock price targets on the Final Measurement Date will be forfeited.

The ability to become eligible to vest only in up to 40% of the cumulative PRSUs possible after five years and only up to 80% of the cumulative PRSUs possible after six years was intentionally structured to ensure that sustained long-term stock price performance must be achieved. The 40% and 80% limitations do not apply in the case of a change in control prior to the Final Measurement Date.

Compensation expense associated with the PRSUs is recognized using the straight-line attribution method for each of the nine vesting tranches over the respective derived service period. The weighted-average grant date fair value using the Monte Carlo simulation was $68.76 per share. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether these conditions will be achieved or not, and stock-based compensation expense for any such awards is not reversed if the market condition is not met. As of March 31, 2022, total unrecognized stock-based compensation expense related to outstanding unvested PRSUs was $46.3 million, which is expected to be recognized over a remaining weighted-average period of 5.4 years.

2020 Employee Stock Purchase Plan

Our ESPP provides for consecutive six-month offering periods. The offering periods are scheduled to start on the first trading day on or after February 15 and August 15 of each year. The ESPP permits participants to purchase shares in the amount of 85% of the lower of the fair market value of our shares of common stock on the first trading day of the offering period or on the exercise date. During the three months ended March 31, 2022, 47,894 shares of common stock were purchased under the ESPP.

As of March 31, 2022, total unrecognized stock-based compensation expense related to the ESPP was $2.3 million, which is expected to be recognized over a remaining weighted-average period of 0.4 years.

Fair Value of Awards Granted

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

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

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

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

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

Dividends–The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock. 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 March 31,

2021

2022

Expected term (in years)

5.3 – 6.9

5.2 – 7.0

Expected volatility

63.12% – 65.01%

47.58% – 48.72%

Risk-free interest rate

0.62% – 1.14%

1.70% – 2.16%

Dividend yield

—%

The following assumptions were used to estimate the fair value of the February 2022 PRSUs granted:



Expected term (in years)			6.9
Expected volatility			48.43%
Risk-free interest rate			1.89%
Dividend yield			—%

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


	Three Months Ended March 31,
	2021	2022
Expected term (in years)	0.6	0.5
Expected volatility	61.65%	91.98%
Risk-free interest rate	0.09%	0.72%
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 for employees and nonemployees:


	Three Months Ended March 31,
	2021		2022
Sales and marketing	$	753	$	2,238
Customer operations	752		1,619
Engineering and product development	4,307		13,634
General, administrative, and other	2,810		7,559
Total	$	8,622	$	25,050

Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

The Company’s operating leases expire between 2027 and 2032 and are primarily for its corporate headquarters in San Mateo, California and Columbus, Ohio, as well as additional office space for origination and servicing operations in Columbus, Ohio. Certain leases have rent abatement, escalating rent payment provisions, lease renewal options, and tenant allowances. Rent expense is recognized on a straight-line basis over the non-cancelable lease term, except when it is reasonably certain that the renewal option will be exercised. For leases where the Company is reasonably certain to exercise a renewal option, such option periods have been included in the determination of the Company’s ROU assets and lease liabilities on our condensed consolidated balance sheets.

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

As of March 31, 2022, future minimum lease payments are as follows:


	Operating Leases
Remaining 2022	$	9,139
2023	14,741
2024	16,574
2025	17,050
2026	17,546
Thereafter	51,954
Total undiscounted lease payments	127,004
Less: Tenant improvement receivables	(8,109)
Less: Present value adjustment	(18,844)
Operating lease liabilities	$	100,051

The Company did not have any material finance leases in any period presented. 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 March 31,
	2021		2022
Rent expense	$	1,528	$	3,932
Variable lease payments	$	299	$	866

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


	Three Months Ended March 31,
	2021		2022

Cash paid for amounts included in the measurement of lease liabilities	$	1,057	$	2,063

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


									March 31,
									2022
Weighted-average remaining lease term (in years)									7.82
Weighted-average discount rate									3.83%

Commitment and Contingencies	3 Months Ended
Commitment and Contingencies	Mar. 31, 2022
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 conclusion of the required holding period. As of December 31, 2021 and March 31, 2022, the total loan purchase commitment included outstanding principal balance of $111.3 million and $114.2 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 and pass-through certificate transactions, 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, 2021 and March 31, 2022 is $12,905.5 million and $15,422.3 million, respectively. 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, 2021 and March 31, 2022 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, 2021 and March 31, 2022, 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

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The Company’s effective tax rates for the three months ended March 31, 2021 and 2022, are as follows:


	Three Months Ended March 31,
	2021			2022
Provision for income taxes	$	221		$	19
Effective tax rate	1.96		%	0.06		%

The Company's tax provision and the resulting effective tax rate for interim periods is determined based upon its estimated annual effective tax rate adjusted for the effect of discrete items arising in that quarter. The decrease in the effective tax rate for the three months ended March 31, 2022, compared to the three months ended March 31, 2021, was primarily driven by an increase in the separate filing states’ valuation allowance. The effective tax rate differs from the U.S. statutory tax rate primarily due to the valuation allowance on the Company’s deferred tax assets as it is more likely than not that some or all of these deferred tax assets will not be realized.

The entire disclosure for income 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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Revenue from Contract with Customer [Abstract]

Net Income Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Income Per Share

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

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


	Three Months Ended March 31,
	2021		2022
Numerator:
Net income	$	10,102	$	32,692






Denominator:
Weighted-average common shares outstanding used to calculate net income per share, basic	73,629,122		84,230,445
Weighted-average effect of dilutive securities	17,820,449		11,227,331
Weighted-average common shares outstanding used to calculate net income per share, diluted	91,449,571		95,457,776

Net income per share, basic	$	0.14	$	0.39
Net income per share, diluted	$	0.11	$	0.34

The following securities were excluded from the computation of diluted net income per share for the periods presented, because including them would have been anti-dilutive. These amounts represent the number of instruments outstanding at the end of each respective period:


	Three Months Ended March 31,
	2021	2022

Options to purchase common stock	617,424	718,911
Unvested RSUs	737,682	1,077,703
Unvested PRSUs	—	687,500
Purchase rights committed under the ESPP	—	2,620

Convertible debt	—	2,318,078

Total	1,355,106	4,804,812

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated the impact of events that have occurred subsequent to March 31, 2022, through May 9, 2022, the date the condensed consolidated financial statements were filed with the SEC. Based on the evaluation, other than any items recorded or disclosed within the condensed consolidated financial statements and related notes, the Company has determined no subsequent events were required to be recognized or disclosed.

Description of Business and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
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 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, 2021.
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 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, 2021.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements, which Management believes are critical in understanding and evaluating the Company’s reported financial results include: (i) fair value determinations; (ii) stock-based compensation; (iii) consolidation of VIEs; (iv) provision for income taxes, net of valuation allowance for deferred tax assets; and (v) the evaluation for impairment of goodwill and acquired intangible assets. The Company bases its estimates on various factors it believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.
Stock-Based Compensation	Stock-Based Compensation The Company issues stock options, restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”), and restricted stock to employees and non-employees, including directors and third-party service providers, and employee stock purchase rights granted under the Company’s employee stock purchase plan (“ESPP”). Stock options and employee stock purchase rights granted under the ESPP are initially measured at fair value at the date of grant using the Black-Scholes option-pricing model. RSUs and restricted stock are measured at the fair market value of our common stock at the grant date. PRSUs are initially measured at fair value using a Monte Carlo simulation model. Stock-based compensation expenses are recognized based on their respective grant- date fair values. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from initial estimates. Stock-based compensation expense is recorded net of estimated forfeitures, such that the expense is recorded only for those awards that are expected to vest.
Recently Adopted And Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements The Company did not adopt any new accounting standards during the three months ended March 31, 2022. Recently Issued Accounting Pronouncements 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 optional guidance in ASU 2020-04 and ASU 2021-01 is effective for a limited period of time through December 31, 2022 and may be applied prospectively to contract modifications and hedging relationships. The Company does not expect the adoption of this guidance will have a material impact on the Company’s condensed consolidated financial statements or related disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). This standard has no impact on acquired contract assets or liabilities from business combinations occurring prior to the effective date of adoption. The Company is currently assessing the impact the standard will have on its condensed consolidated financial statements and related disclosures.

Revenue (Tables)

3 Months Ended

Mar. 31, 2022

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 March 31,
	2021		2022
Revenue from fees, net:
Platform and referral fees, net	$	106,953	$	271,812
Servicing and other fees, net	9,217		42,170
Total revenue from fees, net	$	116,170	$	313,982

Customers Accounting for Greater Than 10% of Accounts Receivable

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


	Three Months Ended March 31,
	2021	2022
Customer A	60%	46%
Customer B	25%	31%

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


	Three Months Ended March 31,
	2021	2022
Customer C	21%	*
Customer D	39%	38%

* Less than 10%

Gain (Loss) on Loan Servicing Rights

The Company recognized a net gain (loss) related to loan servicing rights upon loan sales for the periods presented as follows:


	Three Months Ended March 31,
	2021		2022
Net gain (loss) related to loan servicing rights	$	(67)	$	8,705

Schedule of Collection Agency And Borrower Fees

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


	Three Months Ended March 31,
	2021		2022
Collection agency fees	$	863	$	1,990
Borrower fees	$	886	$	5,230

Components of The Interest Income and Fair Value Adjustments, Net

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:


	Three Months Ended March 31,
	2021		2022
Interest income and fair value adjustments, net:
Interest income	$	3,405	$	15,134
Interest expense	(1,030)		(959)

Fair value and other adjustments, net(1)(2)	2,800		(18,021)
Total interest income and fair value adjustments, net	$	5,175	$	(3,846)

_________

1.Includes $2.8 million and $1.3 million of realized gain on sale of loans for the three months ended March 31, 2021 and 2022, respectively.

2.Includes $1.0 million of income from capital market programs, net for the three months ended March 31, 2021.

Variable Interest Entities (Tables)

3 Months Ended

Mar. 31, 2022

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, 2021



Total consolidated VIEs	$	342,025	$	49,314	$	292,711


	Assets		Liabilities		Net Assets
March 31, 2022



Total consolidated VIEs	$	675,973	$	122,228	$	553,745

The following tables summarize the aggregate 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, 2021
Securitizations and other	$	217,321	$	160,248	$	57,073	$	15,503


	Assets		Liabilities		Net Assets		Maximum Exposure to Losses
March 31, 2022
Securitizations and other	$	165,716	$	116,886	$	48,830	$	13,599

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.

Assets And Liabilities Measured At Fair Value

Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

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


	December 31,		March 31,
	2021		2022
Assets
Loans	$	252,477	$	597,981
Notes receivable and residual certificates	8,288		6,384
Loan servicing assets	18,388		27,960
Total assets	$	279,153	$	632,325
Liabilities
Loan servicing liabilities	$	8,780	$	8,290
Trailing fee liabilities	4,315		5,241
Total liabilities	$	13,095	$	13,531

Significant Unobservable Inputs


	December 31, 2021						March 31, 2022
	Minimum		Maximum		Weighted-Average (2)		Minimum		Maximum		Weighted-Average (2)
Discount rate	3.42	%	16.49	%	7.29	%	4.68	%	16.95	%	7.53	%
Credit risk rate (1)	0.08	%	55.79	%	17.98	%	0.01	%	79.09	%	14.65	%
Prepayment rate (1)	8.70	%	88.12	%	40.35	%	5.75	%	91.56	%	41.49	%

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

(2)Unobservable inputs were weighted by relative fair value


	December 31, 2021						March 31, 2022
	Minimum		Maximum		Weighted-Average (2)		Minimum		Maximum		Weighted-Average (2)
Notes receivable and residual certificates
Discount rate	4.96	%	15.72	%	6.78	%	4.47	%	16.17	%	7.40	%
Credit risk rate (1)	0.04	%	50.69	%	18.47	%	0.04	%	50.69	%	18.52	%
Prepayment rate (1)	15.60	%	36.08	%	27.82	%	15.60	%	36.08	%	27.77	%

_________

(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,		March 31,
	2021		2022
Fair value of loans	$	252,477	$	597,981
Discount rates
100 basis point increase	(3,392)		(7,549)
200 basis point increase	(6,709)		(14,941)
Expected credit loss rates on underlying loans
10% adverse change	(3,959)		(8,915)
20% adverse change	(7,927)		(17,790)

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		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	18,240		12,947		31,187
Sale of loans	(46,469)		—		(46,469)
Purchase of loans for immediate resale	1,294,634		—		1,294,634
Immediate resale	(1,294,634)		—		(1,294,634)
Repayments received	(3,310)		(2,329)		(5,639)
Changes in fair value recorded in earnings	357		(558)		(201)
Other changes	(230)		81		(149)

Fair value at March 31, 2021	$	28,794	$	28,395	$	57,189


	Loans Held-for- Sale		Loans Held-for-Investment		Total
Fair value at December 31, 2021	$	142,685	$	109,792	$	252,477
Reclassification of loans from HFI to HFS	109,792		(109,792)		—
Purchases of loans	443,190		—		443,190
Sale of loans	(50,764)		—		(50,764)
Purchase of loans for immediate resale	3,014,594		—		3,014,594
Immediate resale	(3,014,594)		—		(3,014,594)
Repayments received	(29,726)		—		(29,726)
Changes in fair value recorded in earnings	(19,511)		—		(19,511)
Other changes	2,315		—		2,315

Fair value at March 31, 2022	$	597,981	$	—	$	597,981


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

Repayments and settlements	(3,119)
Changes in fair value recorded in earnings	78

Fair value at March 31, 2021	$	16,033


	Notes Receivable and Residual Certificates
Fair value at December 31, 2021	$	8,288

Repayments and settlements	(2,067)
Changes in fair value recorded in earnings	163

Fair value at March 31, 2022	$	6,384

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,		March 31,		December 31,		March 31,
	2021		2022		2021		2022
Outstanding principal balance	$	277,228	$	636,132	$	1,979	$	3,256
Net fair value and accrued interest adjustments	(24,751)		(38,151)		(1,692)		(2,970)
Fair value(1)	$	252,477	$	597,981	$	287	$	286

_________

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, 2021						March 31, 2022
	Minimum		Maximum		Weighted-Average (2)		Minimum		Maximum		Weighted-Average (2)
Discount rate	13.00	%	20.00	%	17.69	%	13.00	%	20.00	%	17.56	%
Credit risk rate (1)	0.03	%	52.78	%	18.36	%	0.03	%	62.06	%	17.84	%
Market-servicing rate (3)(4)(5)	0.62	%	3.73	%	0.62	%	0.62	%	3.73	%	0.62	%
Prepayment rate (1)	5.99	%	91.43	%	36.39	%	5.99	%	92.72	%	38.54	%

_________

(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

(5)Includes personal loans and auto loans

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


	December 31,		March 31,
	2021		2022
Fair value of loan servicing assets	$	18,388	$	27,960
Expected market-servicing rates
10% market-servicing rates increase	(5,539)		(8,150)
20% market-servicing rates increase	(11,002)		(16,236)


	December 31,		March 31,
	2021		2022
Fair value of loan servicing liabilities	$	8,780	$	8,290
Expected market-servicing rates
10% market-servicing rates increase	5,357		4,938
20% market-servicing rates increase	10,788		9,940

Servicing Liabilities at Fair Value Rollforward

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


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2020	$	6,831	$	8,254
Sale of loans	3,452		3,519
Changes in fair value recorded in earnings	(1,549)		(920)
Fair value at March 31, 2021	$	8,734	$	10,853


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2021	$	18,388	$	8,780
Sale of loans	10,610		1,905
Changes in fair value recorded in earnings	(1,038)		(2,395)
Fair value at March 31, 2022	$	27,960	$	8,290

Servicing Assets at Fair Value Rollforward

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


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2020	$	6,831	$	8,254
Sale of loans	3,452		3,519
Changes in fair value recorded in earnings	(1,549)		(920)
Fair value at March 31, 2021	$	8,734	$	10,853


	Loan Servicing Assets		Loan Servicing Liabilities
Fair value at December 31, 2021	$	18,388	$	8,780
Sale of loans	10,610		1,905
Changes in fair value recorded in earnings	(1,038)		(2,395)
Fair value at March 31, 2022	$	27,960	$	8,290

Rollforward of Level 3 Liabilities

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


	Trailing Fee Liabilities
Fair value at December 31, 2020	$	1,276
Issuances	669
Repayments and settlements	(170)



Fair value at March 31, 2021	$	1,775


	Trailing Fee Liabilities
Fair value at December 31, 2021	$	4,315
Issuances	1,667
Repayments and settlements	(629)
Changes in fair value recorded in earnings	(112)

Fair value at March 31, 2022	$	5,241

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Acquired Intangible Assets

Acquired intangible assets subject to amortization are as follows:


	March 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted-Average Remaining Useful Life (Years)
Developed technology	$	9,400	$	3,133	$	6,267	2.0

Customer relationships	13,700		1,142		12,558		11.0
	$	23,100	$	4,275	$	18,825

Expected Future Amortization Expense

Expected future amortization expense for intangible assets as of March 31, 2022 is as follows:


Fiscal Years:
Remaining 2022	$	3,206
2023	4,275
2024	1,925
2025	1,142
2026	1,142
Thereafter	7,135
Total	$	18,825

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2022

Other Assets [Abstract]

Schedule of Other Assets

Other assets consisted of the following:


	December 31,		March 31,
	2021		2022
Servicing fees and other receivables	$	55,518	$	48,620
Deposits	8,377		8,818
Prepaid expenses	30,012		28,877
Loan servicing assets (at fair value)	18,388		27,960
Notes receivable and residual certificates (at fair value)	8,288		6,384
Other assets	8,809		6,323
Total other assets	$	129,392	$	126,982

Schedule of Property, Equipment, and Software

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


	December 31,		March 31,
	2021		2022
Internally developed software	$	17,735	$	23,020
Computer and networking equipment	3,796		4,535
Furniture and fixtures	3,199		3,205
Leasehold improvements	7,450		8,689
Total property, equipment, and software	32,180		39,449
Accumulated depreciation and amortization	(7,921)		(9,633)
Total property, equipment, and software, net	$	24,259	$	29,816

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


	December 31,		March 31,
	2021		2022
Accrued expenses	$	48,207	$	54,972
Accrued payroll	37,293		14,822


Loan servicing liabilities (at fair value)	8,780		8,290
Trailing fee liability (at fair value)	4,315		5,241


Other liabilities	4,823		8,398
Total accrued expenses and other liabilities	$	103,418	$	91,723

Borrowings (Tables)

3 Months Ended

Mar. 31, 2022

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,		March 31,
	2021		2022
Warehouse credit facilities	48,030		121,551
Risk retention funding loan	507		—
Convertible senior notes	661,250		661,250
Total payments due	709,787		782,801
Unamortized debt discount	(14,355)		(13,579)
Total borrowings	$	695,432	$	769,222

Schedule of Assets Pledge as Collateral


	ULT Warehouse Credit Facility
	December 31, 2021		March 31, 2022
Outstanding borrowings	$	48,030	$	90,113
Aggregate outstanding principal of loans pledged as collateral	76,865		123,362
Aggregate fair value of loans purchased and held by ULT	142,687		262,601
Restricted cash pledged as collateral	76,256		34,996


	UAWT Warehouse Credit Facility
	March 31, 2022
Outstanding borrowings	$	31,438
Aggregate outstanding principal of loans pledged as collateral	38,533
Aggregate fair value of loans purchased and held by UAWT	57,549
Restricted cash pledged as collateral	578

Schedule of Maturities of All Borrowings

The following table summarizes the aggregate amount of maturities of all borrowings as of March 31, 2022:


	March 31, 2022
Remaining 2022	$	—
2023	31,438
2024	90,113
2025	—
2026	661,250
2027	—
Total	$	782,801

Stockholders’ Equity (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Schedule of shares and warrants reserved for issuance


	December 31,	March 31,
	2021	2022
Options issued and outstanding	12,785,176	12,098,735
RSUs outstanding	1,508,615	2,047,575
PRSUs outstanding	—	687,500
Shares available for future issuance under 2020 plan	9,979,700	12,653,410
Shares available for issuance under ESPP	1,869,302	2,657,991
Total	26,142,793	30,145,211

Summarized Stock Option Activity

The following table summarized stock option activity for the three months ended March 31, 2022:


	Number of Options	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Balances at December 31, 2021	12,785,176	$	10.23	6.8	$	1,803,812

Options granted	263,757	129.61
Options exercised	(888,961)	6.37
Options cancelled and forfeited	(61,237)	28.13
Balances at March 31, 2022	12,098,735	13.03		6.6	1,174,625
Options exercisable – March 31, 2022	7,386,004	3.89		5.5	777,194
Options vested and expected to vest – March 31, 2022	12,010,095	$	12.60	6.6	$	1,170,468

Summaries of Restricted Stock Units and Restricted Stock

The following table summarized RSU activity for the three months ended March 31, 2022:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2021	1,508,615	$	140.10
RSUs granted	661,064	127.55
RSUs vested	(80,226)	96.81
RSUs cancelled and forfeited	(41,878)	136.98
Unvested at March 31, 2022	2,047,575	$	137.81

The following table summarized Restricted Stock activity for the three months ended March 31, 2022:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2021	61,651	$	121.65

Vested	10,275	121.65
Unvested at March 31, 2022	51,376	$	121.65

Stock Options Fair Value Assumptions

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

Three Months Ended March 31,

2021

2022

Expected term (in years)

5.3 – 6.9

5.2 – 7.0

Expected volatility

63.12% – 65.01%

47.58% – 48.72%

Risk-free interest rate

0.62% – 1.14%

1.70% – 2.16%

Dividend yield

—%

Employee Stock Purchase Plan Fair Value Assumptions

The following assumptions were used to estimate the fair value of the February 2022 PRSUs granted:



Expected term (in years)			6.9
Expected volatility			48.43%
Risk-free interest rate			1.89%
Dividend yield			—%

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


	Three Months Ended March 31,
	2021	2022
Expected term (in years)	0.6	0.5
Expected volatility	61.65%	91.98%
Risk-free interest rate	0.09%	0.72%
Dividend yield	—%	—%

Stock-Based Compensation Expense

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


	Three Months Ended March 31,
	2021		2022
Sales and marketing	$	753	$	2,238
Customer operations	752		1,619
Engineering and product development	4,307		13,634
General, administrative, and other	2,810		7,559
Total	$	8,622	$	25,050

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Future Minimum Lease Payments

As of March 31, 2022, future minimum lease payments are as follows:


	Operating Leases
Remaining 2022	$	9,139
2023	14,741
2024	16,574
2025	17,050
2026	17,546
Thereafter	51,954
Total undiscounted lease payments	127,004
Less: Tenant improvement receivables	(8,109)
Less: Present value adjustment	(18,844)
Operating lease liabilities	$	100,051

Operating Lease Expense And Supplemental Cash and Non-Cash Information

Operating lease expense was as follows:


	Three Months Ended March 31,
	2021		2022
Rent expense	$	1,528	$	3,932
Variable lease payments	$	299	$	866

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


	Three Months Ended March 31,
	2021		2022

Cash paid for amounts included in the measurement of lease liabilities	$	1,057	$	2,063

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


									March 31,
									2022
Weighted-average remaining lease term (in years)									7.82
Weighted-average discount rate									3.83%

Income Taxes (Tables)

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of effective tax rates

The Company’s effective tax rates for the three months ended March 31, 2021 and 2022, are as follows:


	Three Months Ended March 31,
	2021			2022
Provision for income taxes	$	221		$	19
Effective tax rate	1.96		%	0.06		%

Net Income Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Net Income Per Share Attributable to Common Stockholders


	Three Months Ended March 31,
	2021		2022
Numerator:
Net income	$	10,102	$	32,692






Denominator:
Weighted-average common shares outstanding used to calculate net income per share, basic	73,629,122		84,230,445
Weighted-average effect of dilutive securities	17,820,449		11,227,331
Weighted-average common shares outstanding used to calculate net income per share, diluted	91,449,571		95,457,776

Net income per share, basic	$	0.14	$	0.39
Net income per share, diluted	$	0.11	$	0.34

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Three Months Ended March 31,
	2021	2022

Options to purchase common stock	617,424	718,911
Unvested RSUs	737,682	1,077,703
Unvested PRSUs	—	687,500
Purchase rights committed under the ESPP	—	2,620

Convertible debt	—	2,318,078

Total	1,355,106	4,804,812

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 313,982	$ 116,170
Platform and referral fees, net
Disaggregation of Revenue [Line Items]
Revenue from fees, net	271,812	106,953
Servicing and other fees, net
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 42,170	$ 9,217

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.

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Revenue - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Trailing fee liability (at fair value)	$ 5,241		$ 4,315
Servicing fees and other receivables	48,620		55,518
Accrued interest income	$ 5,000		2,600
Customer One \| Customers \| Total Revenue
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	46.00%	60.00%
Customer One \| Customers \| Accounts Receivable
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)		21.00%
Customer Two \| Customers \| Total Revenue
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	31.00%	25.00%
Customer Two \| Customers \| Accounts Receivable
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	38.00%	39.00%
Platform and referral fees, net
Disaggregation of Revenue [Line Items]
Loan premium and loan trailing fees recognized	$ 8,700	$ 3,600
Trailing fee liability (at fair value)	5,200		4,300
Servicing fees and other receivables	$ 33,800		$ 44,800
Capitalized cost amortization term	3 years

Revenue - Loan Servicing Rights (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
Net gain (loss) related to loan servicing rights	$ 8,705	$ (67)

Revenue - Fees Collected (Details) - USD ($) $ in Thousands	3 Months Ended
Revenue - Fees Collected (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 313,982	$ 116,170
Collection agency fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	1,990	863
Borrower fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 5,230	$ 886

Variable Interest Entity [Line Items]

Revenue - Interest Income and Fair Value Adjustments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2020
Revenue from Contract with Customer [Abstract]
Interest income	$ 15,134	$ 3,405
Interest expense	(959)	(1,030)
Fair value and other adjustments, net	(18,021)	2,800
Total interest income and fair value adjustments, net	(3,846)	$ 5,175
Gain (loss) on transfer of loans	$ 1,300		$ 2,800
Income from capital market program, net			$ 1,000

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

Mar. 31, 2022

Dec. 31, 2021

Mar. 31, 2021

Dec. 31, 2020

Assets

^[1]

$ 1,987,591

$ 1,820,455

Liabilities

^[1]

1,111,087

1,013,377

Net Assets

876,504

807,078

$ 320,590

$ 300,252

Variable Interest Entity, Primary Beneficiary

Variable Interest Entity [Line Items]

Assets

675,973

342,025

675,973

Liabilities

122,228

49,314

122,228

Net Assets

292,711

$ 553,745

Variable Interest Entity, Not Primary Beneficiary | Securitizations and other

Variable Interest Entity [Line Items]

Assets

165,716

217,321

Liabilities

116,886

160,248

Net Assets

48,830

57,073

Maximum Exposure to Losses

$ 13,599

$ 15,503

[1]


	December 31,		March 31,
	2021		2022
Assets
Cash	$	7,700	$	407
Restricted cash	79,561		75,527
Loans (at fair value)	245,972		591,554

Other assets (includes $7,571 and $5,840 at fair value as of December 31, 2021 and March 31, 2022, respectively)	8,792		8,485
Total assets	$	342,025	$	675,973

Liabilities


Borrowings	48,536		121,551

Other liabilities	778		677
Total liabilities	$	49,314	$	122,228

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.

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Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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Variable Interest Entities - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Loans (at fair value)	$ 597,981	$ 252,477
Restricted cash	254,866	204,633
Notes receivable and residual certificates (at fair value)
Variable Interest Entity [Line Items]
Loans (at fair value)	6,384	8,288
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 (at fair value)	$ 6,400	$ 8,300

Fair Value Measurement - Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Assets
Loan servicing assets	$ 27,960	$ 18,388
Liabilities
Loan servicing liabilities	8,290	8,780
Fair Value, Inputs, Level 3
Assets
Loans	597,981	252,477
Notes receivable and residual certificates	6,384	8,288
Loan servicing assets	27,960	18,388
Total assets	632,325	279,153
Liabilities
Loan servicing liabilities	8,290	8,780
Trailing fee liabilities	5,241	4,315
Total liabilities	$ 13,531	$ 13,095

Fair Value Measurement - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
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)	10.00%
Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans held-for-sale		$ 142,700
Loans held-for-investment		109,800
Notes receivable and residual certificates	$ 6,384	$ 8,288
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)	0.65%	0.69%
Average effect on fair value of a 200 basis point increase in discount rates (in percent)	1.28%	1.37%
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	4.68%
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	0.01%
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	16.95%
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	79.09%

Fair Value Measurement - Sensitivity of Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Loans (at fair value)
Discount rates
100 basis point increase	$ (7,549)	$ (3,392)
200 basis point increase	(14,941)	(6,709)
Expected credit loss rates on underlying loans
10% adverse change	(8,915)	(3,959)
20% adverse change	(17,790)	(7,927)
Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Aggregate fair value of loans purchased and held	597,981	252,477
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	$ 597,981	$ 252,477

Fair Value Measurement - Loans Rollforward (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Loans (at fair value)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 252,477	$ 78,460
Reclassification of loans from HFI to HFS	0	0
Purchases of loans	443,190	31,187
Sale of loans	(50,764)	(46,469)
Purchase of loans for immediate resale	3,014,594	1,294,634
Immediate resale	(3,014,594)	(1,294,634)
Repayments received	(29,726)	(5,639)
Changes in fair value recorded in earnings	(19,511)	(201)
Other changes	2,315	(149)
Fair value, ending balance	597,981	57,189
Loan Held For Sale
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	142,685	60,232
Reclassification of loans from HFI to HFS	109,792	(26)
Purchases of loans	443,190	18,240
Sale of loans	(50,764)	(46,469)
Purchase of loans for immediate resale	3,014,594	1,294,634
Immediate resale	(3,014,594)	(1,294,634)
Repayments received	(29,726)	(3,310)
Changes in fair value recorded in earnings	(19,511)	357
Other changes	2,315	(230)
Fair value, ending balance	597,981	28,794
Loans Held For Investment
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	109,792	18,228
Reclassification of loans from HFI to HFS	(109,792)	26
Purchases of loans	0	12,947
Sale of loans	0	0
Purchase of loans for immediate resale	0	0
Immediate resale	0	0
Repayments received	0	(2,329)
Changes in fair value recorded in earnings	0	(558)
Other changes	0	81
Fair value, ending balance	$ 0	$ 28,395

Fair Value Measurement - Loans at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Financing Receivable, Past Due [Line Items]
Fair value	$ 597,981	$ 252,477
Loans (at fair value)
Financing Receivable, Past Due [Line Items]
Outstanding principal balance	636,132	277,228
Net fair value and accrued interest adjustments	(38,151)	(24,751)
Fair value	597,981	252,477
Loans (at fair value) \| Auto Loans
Financing Receivable, Past Due [Line Items]
Fair value	230,800	50,100
Loans > 90 Days Past Due \| Loans (at fair value)
Financing Receivable, Past Due [Line Items]
Outstanding principal balance	3,256	1,979
Net fair value and accrued interest adjustments	(2,970)	(1,692)
Fair value	$ 286	$ 287

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

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

Fair Value Measurement - Note Receivable Rollforward (Details) - Notes Receivable - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 8,288	$ 19,074
Repayments and settlements	(2,067)	(3,119)
Changes in fair value recorded in earnings	163	78
Fair value, ending balance	$ 6,384	$ 16,033

Fair Value Measurement - Fair Value Assumptions (Details) - Fair Value, Inputs, Level 3 - Valuation Technique, Discounted Cash Flow	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Minimum
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items]
Discount rate	13.00%	13.00%
Credit risk rate	0.03%	0.03%
Market-servicing rate	0.62%	0.62%
Prepayment rate	5.99%	5.99%
Maximum
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items]
Discount rate	20.00%	20.00%
Credit risk rate	62.06%	52.78%
Market-servicing rate	3.73%	3.73%
Prepayment rate	92.72%	91.43%
Weighted Average
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items]
Discount rate	17.56%	17.69%
Credit risk rate	17.84%	18.36%
Market-servicing rate	0.62%	0.62%
Prepayment rate	38.54%	36.39%

Fair Value Measurement - Loan Servicing Sensitivity (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
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	$ 27,960	$ 18,388
Loan servicing liabilities	8,290	8,780
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	27,960	18,388
Loan servicing liabilities	8,290	8,780
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	8,290	8,780	$ 10,853	$ 8,254
10% market-servicing rates increase	4,938	5,357
20% market-servicing rates increase	9,940	10,788
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	27,960	18,388	$ 8,734	$ 6,831
10% market-servicing rates increase	(8,150)	(5,539)
20% market-servicing rates increase	$ (16,236)	$ (11,002)

Fair Value Measurement - Loan Servicing Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	$ 18,388
Fair value, ending balance	27,960
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	8,780
Fair value, ending balance	8,290
Fair Value, Inputs, Level 3
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	18,388
Fair value, ending balance	27,960
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	8,780
Fair value, ending balance	8,290
Fair Value, Inputs, Level 3 \| Loan Servicing Liabilities
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	8,780	$ 8,254
Sale of loans	1,905	3,519
Changes in fair value recorded in earnings	(2,395)	(920)
Fair value, ending balance	8,290	10,853
Loan Servicing Assets \| Fair Value, Inputs, Level 3
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	18,388	6,831
Sale of loans	10,610	3,452
Changes in fair value recorded in earnings	(1,038)	(1,549)
Fair value, ending balance	$ 27,960	$ 8,734

Fair Value Measurement - Trailing Fee Rollforward (Details) - Fair Value, Inputs, Level 3 - Trailing Fee Liabilities - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, beginning balance	$ 4,315	$ 1,276
Issuances	1,667	669
Repayments and settlements	(629)	(170)
Changes in fair value recorded in earnings	(112)
Fair value, ending balance	$ 5,241	$ 1,775

Goodwill and Intangible Assets - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 67,062,000		$ 67,062,000
Amortization expense	$ 1,100,000	$ 0

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 23,100
Accumulated Amortization	4,275
Net Carrying Amount	18,825
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	9,400
Accumulated Amortization	3,133
Net Carrying Amount	$ 6,267
Developed technology \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Useful Life (Years)	2 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 13,700
Accumulated Amortization	1,142
Net Carrying Amount	$ 12,558
Customer relationships \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Useful Life (Years)	11 years

Goodwill and Intangible Assets - Future Expected Amortization (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining 2022	$ 3,206
2023	4,275
2024	1,925
2025	1,142
2026	1,142
Thereafter	7,135
Net Carrying Amount	$ 18,825

Balance Sheet Components - Other Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Servicing fees and other receivables	$ 48,620	$ 55,518
Deposits	8,818	8,377
Prepaid expenses	28,877	30,012
Loan servicing assets (at fair value)	27,960	18,388
Loans (at fair value)	597,981	252,477
Other assets	6,323	8,809
Total other assets	126,982	129,392
Notes receivable and residual certificates (at fair value)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans (at fair value)	$ 6,384	$ 8,288

Balance Sheet Components - Property Plant and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	$ 39,449	$ 32,180
Accumulated depreciation and amortization	(9,633)	(7,921)
Total property, equipment, and software, net	29,816	24,259
Capitalized internally developed software balances, net of accumulated amortization	17,800	13,500
Internally developed software
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	23,020	17,735
Computer and networking equipment
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	4,535	3,796
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	3,205	3,199
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	$ 8,689	$ 7,450

Balance Sheet Components - Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Other Assets [Abstract]
Accrued expenses	$ 54,972	$ 48,207
Accrued payroll	14,822	37,293
Loan servicing liabilities (at fair value)	8,290	8,780
Trailing fee liability (at fair value)	5,241	4,315
Other liabilities	8,398	4,823
Total accrued expenses and other liabilities	$ 91,723	$ 103,418

Borrowings - Summary (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Schedule of Borrowings [Line Items]
Total payments due	$ 782,801	$ 709,787
Unamortized debt discount	(13,579)	(14,355)
Total borrowings	769,222	695,432
Warehouse credit facilities \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Total payments due	121,551	48,030
Risk retention funding loan
Schedule of Borrowings [Line Items]
Total payments due	0	507
Convertible senior notes
Schedule of Borrowings [Line Items]
Total payments due	$ 661,250	$ 661,250

Borrowings - Narrative (Details) $ / shares in Units, $ in Thousands, shares in Millions		1 Months Ended		3 Months Ended
	Aug. 20, 2021 USD ($) day optionToExtend $ / shares	Dec. 31, 2021 USD ($)	Nov. 30, 2015 USD ($)	Mar. 31, 2022 USD ($) $ / shares shares	Sep. 30, 2019
Schedule of Borrowings [Line Items]
Outstanding borrowings		$ 709,787		$ 782,801
ULT 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%
ULT Warehouse Credit Facility \| Minimum \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Monthly unused fee (in percent)			0.10%
ULT Warehouse Credit Facility \| Maximum \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Monthly unused fee (in percent)			1.00%
UAWT Warehouse Credit Facility \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Maximum borrowing capacity		$ 100,000
Monthly unused fee (in percent)		0.50%
Maximum advance rate (in percent)		82.50%		82.50%
2019-2 RR Financing Agreement
Schedule of Borrowings [Line Items]
Outstanding borrowings		$ 500
Stated interest rate					4.33%
Assets pledged as collateral		4,800
2026 ("Notes")
Schedule of Borrowings [Line Items]
Outstanding borrowings		661,250		$ 661,250
Convertible notes payable		646,900		647,700
Purchase of capped calls				$ 58,500
Initial conversion price (in dollars per share) \| $ / shares				$ 285.26
Initial cap price (in dollars per share) \| $ / shares				$ 400.36
Capped call cover (in shares) \| shares				2.3
2026 ("Notes") \| Fair Value, Inputs, Level 2
Schedule of Borrowings [Line Items]
Fair value of convertible senior notes		$ 627,500		$ 564,200
2026 ("Notes") \| Convertible Debt
Schedule of Borrowings [Line Items]
Stated interest rate	0.25%
Aggregate principal amount	$ 661,300
Additional aggregate principal	86,300
Net proceeds from sale of the notes	$ 645,500
Initial conversion rate (in shares)	0.003506
Initial conversion price (in dollars per share) \| $ / shares	$ 285.26
Percent of the principal amount	100.00%
2026 ("Notes") \| Convertible Debt \| Conversion Period One
Schedule of Borrowings [Line Items]
Trading days \| day	20
Consecutive trading days \| optionToExtend	30
Conversion price maximum threshold	130.00%
2026 ("Notes") \| Convertible Debt \| Conversion Period Two
Schedule of Borrowings [Line Items]
Trading days \| optionToExtend	5
Consecutive trading days \| optionToExtend	5
Percentage of the last reported sale price	98.00%
2026 ("Notes") \| Convertible Debt \| Conversion Period Three
Schedule of Borrowings [Line Items]
Redemption price (in percent)	100.00%
Trading days \| day	20
Consecutive trading days \| day	30
Conversion price maximum threshold	130.00%
Gross debt issuance cost				15,700
Coupon interest expense				400
Amortization of debt issuance costs				$ 800
Effective interest rate				0.70%
London Interbank Offered Rate (LIBOR) \| ULT 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) \| ULT Warehouse Credit Facility \| Maximum \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Basis spread on variable rate (in percent)			400.00%
Weighted-Average Cost Of Commercial Paper Notes Issued By The Lender \| UAWT Warehouse Credit Facility \| Minimum \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Basis spread on variable rate (in percent)		1.80%
Weighted-Average Cost Of Commercial Paper Notes Issued By The Lender \| UAWT Warehouse Credit Facility \| Maximum \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Basis spread on variable rate (in percent)		3.50%

Borrowings - Assets Pledged as Collateral (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Schedule of Borrowings [Line Items]
Outstanding borrowings	$ 782,801,000	$ 709,787,000
Restricted cash	254,866,000	204,633,000
Variable Interest Entity, Primary Beneficiary
Schedule of Borrowings [Line Items]
Restricted cash	75,527,000	79,561,000
ULT Warehouse Credit Facility \| Revolving Credit Facility \| Variable Interest Entity, Primary Beneficiary
Schedule of Borrowings [Line Items]
Outstanding borrowings	90,113,000	48,030,000
Aggregate outstanding principal of loans pledged as collateral	123,362,000	76,865,000
Aggregate fair value of loans purchased and held	262,601,000	142,687,000
Restricted cash	34,996,000	76,256,000
UAWT Warehouse Credit Facility \| Revolving Credit Facility \| Variable Interest Entity, Primary Beneficiary
Schedule of Borrowings [Line Items]
Outstanding borrowings	31,438,000	$ 0
Aggregate outstanding principal of loans pledged as collateral	38,533,000
Aggregate fair value of loans purchased and held	57,549,000
Restricted cash	$ 578,000

Borrowings - Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Remaining 2022	$ 0
2023	31,438
2024	90,113
2025	0
2026	661,250
2027	0
Total payments due	$ 782,801	$ 709,787

Stockholders’ Equity - Reserved Shares of Common Stock for Issuance (Details) - shares	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Shares reserved of common stock for issuance	30,145,211,000	26,142,793,000
2020 Equity Incentive Plan \| Common stock
Class of Stock [Line Items]
Shares reserved of common stock for issuance	12,653,410,000	9,979,700,000
Stock Options
Class of Stock [Line Items]
Shares reserved of common stock for issuance	12,098,735,000	12,785,176,000
Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Shares reserved of common stock for issuance	2,047,575,000	1,508,615,000
PRSUs
Class of Stock [Line Items]
Shares reserved of common stock for issuance	687,500,000	0
Employee Stock Purchase Program (ESPP)
Class of Stock [Line Items]
Shares reserved of common stock for issuance	2,657,991,000	1,869,302,000

Stockholders’ Equity - Narrative (Details)			3 Months Ended
Stockholders’ Equity - Narrative (Details)	Feb. 18, 2022 day shares	Apr. 08, 2021 shares	Mar. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2020 USD ($) $ / shares	Feb. 28, 2022 USD ($)	Dec. 31, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, authorized (in shares) \| shares			700,000,000			700,000,000
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001			$ 0.0001
Authorized share repurchase amount					$ 400,000,000
Stock repurchased during period (in shares) \| shares			0
Aggregate intrinsic value of options exercised			$ 105,200,000	$ 65,700,000
Fair value of options vested during period			6,700,000	$ 3,600,000
Unrecognized stock-based compensation expense related to unvested stock options			$ 64,600,000
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of common stock under employee stock purchase plan (in shares) \| shares			47,894,000
Prodigy Software, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock issued (in shares) \| 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) \| $ / shares			$ 63.78	$ 61.67
Stock Options \| Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of recognition			1 year 9 months 18 days
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of recognition			3 years
Award vesting period			4 years
Unrecognized stock-based compensation expense			$ 242,500,000
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of recognition			1 year 1 month 6 days
Award vesting period			2 years
Unrecognized stock-based compensation expense			$ 5,200,000
PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value (in dollars per share) \| $ / shares			$ 68.76
Period of recognition			5 years 4 months 24 days
Award vesting period	7 years
Unrecognized stock-based compensation expense			$ 46,300,000
Awards granted (in shares) \| shares	687,500
Consecutive trading days \| day	60
PRSUs \| Tranche one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	5 years
Vesting percentage	40.00%
PRSUs \| Tranche two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	6 years
Vesting percentage	80.00%
Employee Stock Purchase Program (ESPP)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of recognition			4 months 24 days
Unrecognized stock-based compensation expense			$ 2,300,000
Purchase period			6 months
ESPP purchase price of common stock, percent of market price			85.00%

Stockholders’ Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Number of Options
Beginning balance (in shares)	12,785,176,000
Options granted (in shares)	263,757,000
Options exercised (in shares)	(888,961,000)
Options cancelled and forfeited (in shares)	(61,237,000)
Ending balance (in shares)	12,098,735,000	12,785,176,000
Options exercisable, Number of options (in shares)	7,386,004,000
Options vested and expected to vest (in shares)	12,010,095,000
Weighted-Average Exercise Price Per Share
Options outstanding (in dollars per share)	$ 10.23
Options granted (in dollars per share)	129.61
Options exercised (in dollars per share)	6.37
Options forfeited or expired (in dollars per share)	28.13
Options outstanding (in dollars per share)	13.03	$ 10.23
Options exercisable, Weighted average exercise price per share (in dollars per share)	3.89
Options vested and expected to vest, Weighted Average Exercise Price Per Share (in dollars per share)	$ 12.60
Weighted-Average Remaining Contractual Life (years)
Options outstanding	6 years 7 months 6 days	6 years 9 months 18 days
Options exercisable	5 years 6 months
Options vested and expected to vest	6 years 7 months 6 days
Aggregate Intrinsic Value
Balances at March 31, 2022	$ 1,174,625	$ 1,803,812
Options exercisable – March 31, 2022	777,194
Options vested and expected to vest – March 31, 2022	$ 1,170,468

Stockholders’ Equity - RSU and Restricted Stock Activity (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Restricted Stock Units (RSUs)
Number of Shares
Beginning balance (in shares)	1,508,615,000
RSUs granted (in shares)	661,064,000
RSUs vested (in shares)	80,226,000
RSUs cancelled and forfeited (in shares)	(41,878,000)
Ending balance (in shares)	2,047,575,000
Weighted-Average Grant Date Fair Value Per Share
Unvested (in dollars per share)	$ 137.81	$ 140.10
Granted (in dollars per share)	127.55
Vested (in dollars per share)	96.81
Cancelled and forfeited (in dollars per share)	$ 136.98
Restricted Stock
Number of Shares
Beginning balance (in shares)	61,651,000
RSUs vested (in shares)	10,275,000
Ending balance (in shares)	51,376,000
Weighted-Average Grant Date Fair Value Per Share
Unvested (in dollars per share)	$ 121.65	$ 121.65
Vested (in dollars per share)	$ 121.65

Stockholders’ Equity - Weighted-Average Assumptions (Details)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum	47.58%	63.12%
Expected volatility, maximum	48.72%	65.01%
Risk free rate, minimum	1.70%	0.62%
Risk free rate, maximum	2.16%	1.14%
Dividend yield	0.00%	0.00%
Stock Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 2 months 12 days	5 years 3 months 18 days
Stock Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	7 years	6 years 10 months 24 days
PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 10 months 24 days
Expected volatility	48.43%
Risk-free interest rate	1.89%
Dividend yield	0.00%
Employee Stock Purchase Program (ESPP)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 months	7 months 6 days
Expected volatility	91.98%	61.65%
Risk-free interest rate	0.72%	0.09%
Dividend yield	0.00%	0.00%

Stockholders’ Equity - Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 25,050	$ 8,622
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	2,238	753
Customer operations
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	1,619	752
Engineering and product development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	13,634	4,307
General, administrative, and other
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 7,559	$ 2,810

Leases - Narrative (Details) $ in Millions	Mar. 31, 2022 USD ($)
Leases [Abstract]
Letter of credit outstanding	$ 3.4

Leases - Lease Liability Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Remaining 2022	$ 9,139
2023	14,741
2024	16,574
2025	17,050
2026	17,546
Thereafter	51,954
Total undiscounted lease payments	127,004
Less: Tenant improvement receivables	(8,109)
Less: Present value adjustment	(18,844)
Operating lease liabilities	$ 100,051	$ 100,366

Leases - Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
Leases - Lease Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Rent expense	$ 3,932	$ 1,528
Variable lease payments	866	299
Cash paid for amounts included in the measurement of lease liabilities	$ 2,063	$ 1,057
Weighted-average remaining lease term (in years)	7 years 9 months 25 days
Weighted-average discount rate	3.83%

Commitment and Contingencies (Details) - Obligation to Repurchase Loans - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Loss Contingencies [Line Items]
Loan purchase obligation	$ 114.2	$ 111.3
Maximum estimate of potential loss	$ 15,422.3	$ 12,905.5

Income Taxes - Effective Tax Rates (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 19	$ 221
Effective tax rate	0.06%	1.96%

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

Net Income Per Share - Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net income	$ 32,692	$ 10,102
Denominator:
Weighted-average common shares outstanding used to calculate net income per share attributable to Upstart Holdings, Inc. common stockholders, basic (in shares)	84,230,445	73,629,122
Weighted-average effect of dilutive securities (in shares)	11,227,331	17,820,449
Weighted-average common shares outstanding used to calculate net income per share attributable to Upstart Holdings, Inc. common stockholders, diluted (in shares)	95,457,776	91,449,571
Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic (in dollars per share)	$ 0.39	$ 0.14
Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted (in dollars per share)	$ 0.34	$ 0.11

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

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