0001647639-23-000021 | 10-K | XBRL Viewer

$ 422,411

$ 986,608

Property, equipment, and software, net

110,056

204,633

Loans (at fair value)

1,010,421

252,477

44,168

24,259

Operating lease right of use assets

86,335

96,118

Non-marketable equity securities

41,250

40,000

Goodwill

67,062

Intangible assets, net

15,631

19,906

Other assets (includes $18,388 and $42,648 at fair value as of December 31, 2021 and December 31, 2022, respectively)

138,720

129,392

Total assets

^[1]

1,936,054

1,820,455

Liabilities:

Accounts payable

18,715

6,563

Payable to investors

90,777

107,598

Accrued expenses and other liabilities (includes $13,095 and $8,820 at fair value as of December 31, 2021 and December 31, 2022, respectively)

986,394

695,432

66,946

103,418

Operating lease liabilities

100,787

100,366

Total liabilities

^[1]

1,263,619

1,013,377

Stockholders’ equity:

Common stock, $0.0001 par value; 700,000,000 shares authorized; 83,659,665 and 81,259,676 shares issued and outstanding as of December 31, 2021 and December 31, 2022, respectively

Additional paid-in capital

714,871

740,849

Retained earnings (accumulated deficit)

(42,444)

66,221

Total stockholders’ equity

672,435

807,078

Total liabilities and stockholders’ equity

$ 1,936,054

$ 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 December 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,		December 31,
	2021		2022
Assets
Cash	$	7,700	$	838
Restricted cash	79,561		13,147
Loans (at fair value)	245,972		958,822

Other assets (includes $7,571 and $2,244 at fair value as of December 31, 2021 and December 31, 2022, respectively)	8,792		11,674
Total assets	$	342,025	$	984,481

Liabilities


Borrowings	$	48,536	$	336,452

Accrued expenses and other liabilities	778		1,378
Total liabilities	49,314		337,830
Total net assets	$	292,711	$	646,651

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

Dec. 31, 2022

Dec. 31, 2021

Accrued expenses and other liabilities at fair value

$ 42,648

$ 18,388

$ 8,820

$ 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)

81,259,676

83,659,665

Common stock, outstanding (in shares)

81,259,676

83,659,665

Assets

$ 422,411

$ 986,608

Other assets (includes $7,571 and $2,244 at fair value as of December 31, 2021 and December 31, 2022, respectively)

110,056

204,633

Loans (at fair value)

1,010,421

252,477

138,720

129,392

Total assets

^[1]

1,936,054

1,820,455

42,648

18,388

Liabilities

986,394

695,432

Total stockholders’ equity

66,946

103,418

Total liabilities

^[1]

1,263,619

1,013,377

672,435

807,078

Variable Interest Entity, Primary Beneficiary

2,244

7,571

Assets

838

7,700

Other assets (includes $7,571 and $2,244 at fair value as of December 31, 2021 and December 31, 2022, respectively)

13,147

79,561

Loans (at fair value)

958,822

245,972

11,674

8,792

Total assets

984,481

342,025

2,244

7,571

Liabilities

336,452

48,536

Total stockholders’ equity

1,378

778

Total liabilities

337,830

49,314

$ 646,651

$ 292,711

[1]


	December 31,		December 31,
	2021		2022
Assets
Cash	$	7,700	$	838
Restricted cash	79,561		13,147
Loans (at fair value)	245,972		958,822

Other assets (includes $7,571 and $2,244 at fair value as of December 31, 2021 and December 31, 2022, respectively)	8,792		11,674
Total assets	$	342,025	$	984,481

Liabilities


Borrowings	$	48,536	$	336,452

Accrued expenses and other liabilities	778		1,378
Total liabilities	49,314		337,830
Total net assets	$	292,711	$	646,651

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

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Revenue:

Revenue from fees, net

$ 907,272

$ 801,275

$ 228,600

Interest income

105,580

20,634

26,408

Interest expense

(10,843)

(3,274)

(8,026)

Fair value and other adjustments

^[1]

(159,565)

29,954

(13,566)

Total interest income and fair value adjustments, net

(64,828)

47,314

4,816

Total revenue

842,444

848,589

233,416

Operating expenses:

Sales and marketing

345,776

333,453

99,659

Customer operations

187,994

117,579

37,581

Engineering and product development

237,247

133,999

38,802

General, administrative, and other

185,290

122,677

45,609

Total operating expenses

956,307

707,708

221,651

Income (loss) from operations

(113,863)

140,881

11,765

Other income (expense), net

9,473

(5,174)

5,549

Expense on warrants and convertible notes, net

(4,684)

(1,976)

(11,364)

Net income (loss) before income taxes

(109,074)

133,731

5,950

(Benefit) provision for income taxes

(409)

(1,712)

371

Net income (loss) before attribution to noncontrolling interests

(108,665)

135,443

5,579

Net loss attributable to noncontrolling interests

(404)

Net income (loss) before attribution to noncontrolling interests

$ (108,665)

$ 135,443

$ 5,983

Net income (loss) attributable to Upstart Holdings, Inc. common stockholders per share, basic (in dollars per share)

$ (1.31)

$ 1.73

$ 0

Net income (loss) attributable to Upstart Holdings, Inc. common stockholders per share, diluted (in dollars per share)

$ (1.31)

$ 1.43

$ 0

Weighted-average number of shares outstanding used in computing net income per share (loss) attributable to Upstart Holdings, Inc. common stockholders, basic (in shares)

82,771,268

78,106,359

17,513,670

Weighted-average number of shares outstanding used in computing net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted (in shares)

82,771,268

94,772,641

17,513,670

[1]	Includes $1,014 from related parties expense and $4,238 of related parties fair value adjustments for the year ended December 31, 2020. There were no related party balances for the years ended year ended December 31, 2021 and 2022.

Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($)

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Income Statement [Abstract]

Related party interest expense

^[1]

$ 1,014,000

Fair value adjustments from related parties

$ 0

$ 4,238,000

^[1]

[1]	Includes $1,014 from related parties expense and $4,238 of related parties fair value adjustments for the year ended December 31, 2020. There were no related party balances for the years ended year ended December 31, 2021 and 2022.

Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Total Upstart Holdings, Inc. Stockholders’ Equity (Deficit)	Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2019	47,349,577
Beginning balance at Dec. 31, 2019	$ 162,546
Increase (Decrease) in Temporary Equity [Roll Forward]
Conversion of convertible preferred stock to common stock upon initial public offering (in shares)	(47,349,577)
Conversion of convertible preferred stock to common stock upon initial public offering	$ (162,546)
Ending balance (in shares) at Dec. 31, 2020	0
Ending balance at Dec. 31, 2020	$ 0
Beginning balance (in shares) at Dec. 31, 2019		14,561,398
Beginning balance at Dec. 31, 2019	(61,688)	$ 2	$ 12,489	$ (75,205)	$ (62,714)	$ 1,026
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of convertible preferred stock to common stock upon initial public offering (in shares)		47,349,577
Conversion of convertible preferred stock to common stock upon initial public offering	162,546	$ 4	162,542		162,546
Issuance of common stock upon initial public offering, net of underwriting discounts, commissions, and offering costs (in shares)		9,000,000
Issuance of common stock upon initial public offering, net of underwriting discounts, commissions, and offering costs	159,488	$ 1	159,487		159,488
Issuance of common stock upon exercise of stock options (in shares)		1,284,468
Issuance of common stock upon exercise of stock options	2,362		2,362		2,362
Issuance of common stock in connection with an incentive agreement (in shares)		282,750
Issuance of common stock in connection with an incentive agreement	1,696		1,696		1,696
Exercise of convertible preferred stock warrant into preferred stock and issuance of common stock upon initial public offering (in shares)		600,208
Exercise of convertible preferred stock warrant into preferred stock and issuance of common stock upon initial public offering	12,183		12,183		12,183
Exercise of common stock warrants (in shares)		235,625
Exercise of common stock warrants	2,971		2,971		2,971
Reclass of warrant liability upon termination of repurchase obligation	2,945		2,945		2,945
Stock-based compensation expense	12,005		12,005		12,005
Incentive share expense	787		787		787
Return of capital on interest in consolidated VIEs	(622)					(622)
Net income (loss)	5,579			5,983	5,983	(404)
Ending balance (in shares) at Dec. 31, 2020		73,314,026
Ending balance at Dec. 31, 2020	300,252	$ 7	369,467	(69,222)	300,252	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon initial public offering, net of underwriting discounts, commissions, and offering costs (in shares)		2,300,000
Issuance of common stock upon initial public offering, net of underwriting discounts, commissions, and offering costs	263,931	$ 1	263,930		263,931
Issuance of common stock upon exercise of stock options (in shares)		7,047,722
Issuance of common stock upon exercise of stock options	14,736		14,736		14,736
Exercise of common stock warrants (in shares)		72,407
Stock-based compensation expense	76,327		76,327		76,327
Issuance of common stock upon settlement of restricted stock units (in shares)		32,775
Shares withheld related to net share settlement of restricted stock units (in shares)		(1,730)
Shares withheld related to net share settlement of restricted stock units	(236)		(236)		(236)
Issuance of common stock in connection with an acquisition (in shares)		650,740
Issuance of common stock in connection with acquisition	71,003		71,003		71,003
Issuance of common stock under employee stock purchase plan (in shares)		243,725
Issuance of common stock under employee stock purchase plan	4,145		4,145		4,145
Purchase of capped calls	(58,523)		(58,523)		(58,523)
Net income (loss)	$ 135,443			135,443	135,443
Ending balance (in shares) at Dec. 31, 2021	83,659,665	83,659,665
Ending balance at Dec. 31, 2021	$ 807,078	$ 8	740,849	66,221	807,078	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	2,464,572	2,464,572
Issuance of common stock upon exercise of stock options	$ 12,354	$ 1	12,353		12,354
Stock-based compensation expense	131,905		131,905		131,905
Issuance of common stock upon settlement of restricted stock units (in shares)		866,717
Shares withheld related to net share settlement of restricted stock units (in shares)		(619)
Shares withheld related to net share settlement of restricted stock units	$ (16)		(16)		(16)
Repurchase and retirement of restricted stock (in shares)	(5,900,000)	(10,279)
Issuance of common stock under employee stock purchase plan (in shares)		162,796
Issuance of common stock under employee stock purchase plan	$ 7,662		7,662		7,662
Repurchases of stock (in shares)		(5,883,176)
Repurchases of stock	(177,883)	$ (1)	(177,882)		(177,883)
Net income (loss)	$ (108,665)			(108,665)	(108,665)
Ending balance (in shares) at Dec. 31, 2022	81,259,676	81,259,676
Ending balance at Dec. 31, 2022	$ 672,435	$ 8	$ 714,871	$ (42,444)	$ 672,435	$ 0

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

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Cash flows from operating activities

Net income (loss) before attribution to noncontrolling interests

$ (108,665)

$ 135,443

$ 5,579

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

Change in fair value of financial instruments

^[1]

168,878

(228)

29,049

Stock-based compensation

125,945

73,186

11,513

Gain on loan servicing arrangement, net

(28,739)

(6,916)

(1,530)

Depreciation and amortization

13,513

7,541

2,278

Incentive share expense

787

Non-cash interest expense

3,047

1,983

Net changes in operating assets and liabilities:

Purchase of loans held-for-sale

(7,807,429)

(8,932,604)

(2,657,075)

Proceeds from sale of loans held-for-sale

6,828,617

8,826,045

2,588,552

Principal payments received for loans held-for-sale

152,018

8,659

18,218

Other assets

4,173

(62,042)

(13,186)

Operating lease liability and right-of-use asset

10,204

3,126

251

Accounts payable

11,878

(7,513)

7,033

Payable to investors

(16,821)

62,097

19,446

Net cash provided by (used in) operating activities

(31,300)

59,576

4,709

(674,681)

168,353

15,697

Cash flows from investing activities

Principal payments received for loans held by consolidated securitizations

24,018

Purchase of loans held-for-investment

(149,298)

(159,398)

(9,655)

Proceeds from sale of loans held-for-investment

14,289

51,403

97,340

Principal payments received for loans held-for-investment

43,311

24,532

15,758

Principal payments received for notes receivable and repayments of residual certificates

6,736

11,458

14,665

Purchase of non-marketable equity securities

(1,250)

(40,000)

Purchase of notes receivable and residual certificates

(4)

Purchase of property and equipment

(8,825)

(8,427)

(1,355)

Capitalized software costs

(14,088)

(6,688)

(4,250)

Purchase of certificates of deposit

(5,000)

Acquisition, net of cash acquired

(16,757)

Net cash provided by (used in) investing activities

(114,125)

(143,877)

136,517

Cash flows from financing activities

Proceeds from initial public offering, net of underwriting discounts and offering costs

159,488

Proceeds from secondary offering, net of underwriting discounts, commissions, and offering costs

263,931

Proceeds from borrowings

688,813

718,422

92,057

Payment of debt issuance costs

(15,727)

Purchase of capped calls

(58,523)

(16)

(236)

Payments made on securitization notes and certificates

^[2]

(26,126)

Repayments of borrowings

(400,898)

(71,316)

(148,113)

Distributions made to noncontrolling interests

(622)

Proceeds from exercise of convertible preferred stock warrants

Proceeds from issuance of common stock under employee stock purchase plan

7,662

4,145

Proceeds from exercise of stock options

12,354

14,736

2,362

Repurchases of common stock

(177,883)

Net cash provided by financing activities

130,032

855,432

79,052

Change in cash and restricted cash

(658,774)

879,908

231,266

Cash and restricted cash at beginning of year

1,191,241

311,333

80,067

Cash and restricted cash at end of year

532,467

1,191,241

311,333

Supplemental disclosures of cash flow information

Cash paid for interest

12,473

3,274

8,028

Cash paid for income taxes

328

2,300

Cash paid for amounts included in the measurement of lease liabilities

11,084

4,553

4,158

Supplemental disclosures of non-cash investing and financing activities

Capitalized stock-based compensation expense

5,960

3,141

492

Residual certificates retained under unconsolidated securitization

4,680

Reclassification of common stock warrant liability related to cashless exercise

2,971

Reclassification of preferred stock warrant liability related to cash exercise

12,177

Reclassification of common stock warrant liability to equity upon termination of repurchase option

2,945

Issuance of common stock in connection with acquisition

80,256

Cash and Restricted Cash

422,411

986,608

Total cash and restricted cash

110,056

204,633

$ 532,467

$ 1,191,241

$ 311,333

[1]	Includes $(4,238) from related parties for the year ended December 31, 2020. There were no related party balances for the year ended December 31, 2021 and 2022.
[2]	Includes $1,034 paid to related parties for the year ended December 31, 2020. There were no related party balances for the year ended December 31, 2021 and 2022.

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

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Change in fair value of financial instruments

^[1]

$ (168,878)

$ 228

$ (29,049)

Payments made on securitization notes and certificates

^[2]

26,126

Affiliate

Change in fair value of financial instruments

(4,238)

^[1]

Payments made on securitization notes and certificates

$ 0

$ 1,034

^[2]

[1]	Includes $(4,238) from related parties for the year ended December 31, 2020. There were no related party balances for the year ended December 31, 2021 and 2022.
[2]	Includes $1,034 paid to related parties for the year ended December 31, 2020. There were no related party balances for the year ended December 31, 2021 and 2022.

Description of Business and Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [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 lending partners with access to a proprietary, cloud-based, artificial intelligence lending marketplace. As the Company’s technology continues to improve and additional lending partners adopt the Upstart platform, consumers benefit from improved access to affordable and frictionless credit. The Company currently operates in the United States and is headquartered in San Mateo, California and Columbus, Ohio. The Company’s fiscal year ends on December 31. Basis of Presentation and Consolidation The Company has one reportable segment. The Company’s chief operating decision maker, the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, its wholly-owned subsidiaries, and consolidated variable interest entities (“VIEs”). All intercompany accounts and transactions have been eliminated. The Company’s functional and reporting currency is the U.S. dollar. Initial Public Offering On December 16, 2020, the Company completed an IPO, in which 9,000,000 shares of common stock were issued and sold at $20.00 per share, resulting in net proceeds of $167.4 million after deducting underwriting discounts and commissions of $12.6 million. In November 2020, the outstanding Series B preferred stock warrant was exercised to purchase 600,208 shares of preferred stock. Upon consummation of the IPO in December 2020, the related 600,208 shares of preferred stock automatically converted into common stock. Additionally, all shares of convertible preferred stock outstanding automatically converted into 47,349,577 shares of common stock. The Company incurred deferred offering costs consisting primarily of incremental accounting, legal, and other fees related to the IPO. Prior to the IPO, all deferred offering costs were capitalized within other assets on the consolidated balance sheets. Upon completion of the IPO, $7.9 million of deferred offering costs were reclassified into stockholders’ equity (deficit) as a reduction of the net proceeds received from the IPO. Follow-on Offering On April 13, 2021, the Company completed a follow-on offering, in which 2,300,000 shares of common stock (including the exercise in full of the underwriters’ option to purchase 300,000 additional shares) were issued and sold at $120.00 per share. The Company received net proceeds of $263.9 million after deducting underwriting discounts and commissions of $11.0 million and offering expenses of $1.0 million. Offering expenses consisted of incremental accounting, legal, and other fees incurred related to the follow-on offering. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying consolidated financial statements, which Management believes are critical in understanding and evaluating the Company’s reported financial results include: (i) fair value determinations; (ii) stock-based compensation; (iii) consolidation of VIEs; and (iv) the evaluation for impairment of goodwill and acquired intangible assets. The Company bases its estimates on various factors it believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. Variable Interest Entities A legal entity is considered a VIE if it has either a total equity investment that is insufficient to finance its operations without additional subordinated financial support or whose equity holders lack the characteristics of a controlling financial interest. The Company’s variable interests arise from contractual, ownership, or other monetary interests in the entity. The Company consolidates a VIE when it is deemed to be the primary beneficiary. The Company determines it is the primary beneficiary if it has the power to direct activities that most significantly impact the VIE’s economic performance and has the obligation to absorb losses or the right to receive benefits of the VIE that could be potentially significant to the VIE. The Company assesses whether or not it is the primary beneficiary of a VIE on an ongoing basis. Cash and Restricted Cash Cash consists of bank deposits held in business checking and interest-bearing deposit accounts. As of December 31, 2021 and 2022, the Company did not have any cash equivalent balances, defined as highly liquid financial instruments purchased with original maturities of three months or less. Restricted cash primarily consists of deposit accounts that are held in our custody but restricted for regulatory or legal purposes. This balance includes amounts that are: (i) received from borrowers for interest and principal applied to loans as part of loan servicing, but not yet distributed to institutional investors; (ii) collateral for financing of loan purchases on the Upstart platform; (iii) purchase price received from institutional investors; (iv) collateral for letters of credit the Company is required to maintain under its operating lease agreements; and (v) pledged collateral under the Company’s warehouse facilities. Fair Value Measurement Assets and liabilities recorded at fair value on a recurring basis on the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The price used to measure fair value is not adjusted for transaction costs. The principal market is the market in which the Company would sell or transfer the asset with the greatest volume and level of activity for the asset. In determining the principal market for an asset or liability, it is assumed that the Company has access to the market as of the measurement date. If no market for the asset exists, or if the Company does not have access to the principal market, a hypothetical market is used. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1—Unadjusted quoted market prices in active markets for identical assets or liabilities; Level 2— Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3— Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis include loans, notes receivable and residual certificates, loan servicing assets and liabilities, and trailing fee liabilities. When developing fair value measurements, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. However, for certain instruments, the Company must utilize unobservable inputs in determining fair value due to the lack of observable inputs in the market, which requires greater judgment in measuring fair value. In instances where there is limited or no observable market data, fair value measurements for assets and liabilities are based primarily upon the Company’s own estimates, and the measurements reflect information and assumptions that management believes a market participant would use in pricing the asset or liability. Financial Instruments not Measured at Fair Value The Company’s financial instruments not measured at fair value consist primarily of cash, restricted cash, and other assets (excluding certain financial instruments, which are measured at fair value, such as loan servicing assets), accounts payable, payable to investors, and other liabilities (excluding certain financial instruments, such as loan servicing liabilities and trailing fee liabilities which are measured at fair value). Payable to investors includes amounts of loan repayments not yet distributed to institutional investors, as well as amounts received from institutional investors but not yet invested directly in whole loans or notes payable. The carrying values of these financial instruments are approximates of their respective fair values due to their short-term nature. Borrowings are presented at par, net of debt issuance costs and amortized over the contractual term using the effective interest method, with accrued interest included as part of accrued expenses and other liabilities on the consolidated balance sheets. The carrying value of borrowings associated with the warehouse credit facilities and risk retention funding loans approximates the fair value due to their relatively short maturities. The estimated fair value of the Notes as of December 31, 2021 and 2022 was approximately $627.5 million and $364.8 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 2022 was $646.9 million and $649.9 million, respectively. Transfer of Financial Assets Upstart-powered loans originated by lending partners are either retained by the lending partners, purchased by the Company and immediately sold to institutional investors under loan sale agreements, or purchased and held by the Company for a period of time before being sold to third-party investors, or held to maturity by the Company for the primary purpose of product research and development. Loans retained and held on the Company’s consolidated balance sheets are classified as either held-for-investment or held-for-sale, and loans purchased for immediate resale to third-party investors are classified as held-for-sale. Immediate loan resales to institutional investors are accounted for as transfers of financial assets when the Company surrenders control of these loan assets. These sales typically occur shortly after the origination of the loans by the lending partner and the Company’s subsequent acquisition of the loans from the originating lending partner. Loans sold to institutional investors are derecognized from the Company’s consolidated balance sheets at the time of sale in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-11 Topic 860, Transfers and Servicing. The Company records an asset or a liability at fair value for its estimated post-sale servicing obligations. The Company also records liabilities net of fair value for contingent obligations to repurchase loans that do not conform to the representations and warranties made to the loan purchaser at the time of sale. These liabilities are included within other liabilities on the Company’s consolidated balance sheets. Loan Servicing Assets and Liabilities Loan servicing assets and liabilities are recognized at fair value when the Company transfers loans, which qualify as sales under Topic 860 with servicing rights retained or when the Company enters into servicing agreements with lending partners who retain Upstart-powered loans. A loan servicing asset or liability exists depending on whether the revenue from servicing is expected to more than adequately compensate the Company for carrying out its servicing obligations. Loan servicing assets and liabilities are recorded in other assets and other liabilities, respectively, in the consolidated balance sheets, with changes in fair value recorded in servicing revenue, net, which is part of revenue from fees, net in the consolidated statements of operations and comprehensive income (loss). Refer to “Note 2. Revenue” for further details. Property, Equipment, and Software, Net Property, equipment, and software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the assets, which are generally three years for internally developed software, computer and networking equipment, and furniture and fixtures. Leasehold improvements are depreciated over the shorter of the remaining lease term or the estimated useful life. Internally developed software is capitalized upon completion of the preliminary project stage, when it becomes probable that the project will be completed, and the software will be used as intended. Capitalized costs primarily consist of salaries and payroll related costs for employees directly involved in development efforts. Costs related to the preliminary project stage and activities occurring after the implementation of the software are expensed as incurred. Costs incurred for software upgrades are capitalized if they result in additional functionalities or substantial enhancements. The Company evaluates its long-lived assets for potential impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When such an event occurs the carrying amount of the asset is reduced to its estimated fair value. There were no impairments of long-lived assets as of December 31, 2021 and 2022. Leases The Company determines if an arrangement is or contains a lease at inception. Operating leases are recorded on the consolidated balance sheets with right-of-use assets representing the right to use the underlying asset and lease liabilities representing the obligation to make lease payments. Right-of-use assets (“ROU”) and lease liabilities are recognized at lease commencement primarily based on the present value of lease payments over the lease term, and as necessary, at modification. The operating lease ROU assets also include any initial direct costs, lease payments made prior to lease commencement, and lease incentives received. Variable lease payments are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. The Company’s lease terms are the non-cancelable period including any rent-free periods provided by the lessor and may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. Lease costs for lease payments are recognized on a straight-line basis over the lease term. As the rate implicit on the Company’s leases is not readily determinable, the Company uses its secured incremental borrowing rate to determine the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and in a similar economic environment. As of December 31, 2021 and 2022, the Company did not have any material finance leases. The Company has elected not to separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has immaterial leases with a term of 12 months or less. Revenue Recognition The Company’s revenue consists of two components: revenue from fees, net and interest income and fair value adjustments, net. The revenue from fees, net line item on the consolidated statements of operations and comprehensive income (loss) is primarily comprised of platform and referral fees, net, which are recognized based on FASB ASU 2014-09 Topic 606, Revenue from Contracts with Customers. Refer to “Note 2. Revenue” for further information. Operating Expenses Sales and marketing Sales and marketing expenses primarily consist of costs incurred across various advertising channels, including expenses for partnerships with third-parties providing borrower referrals, direct mail and digital advertising campaigns, as well as other expenses associated with building overall brand awareness and experiential marketing costs. Sales and marketing expenses also include payroll and other personnel-related costs, including stock-based compensation expense, for related teams. These costs are recognized in the period incurred. Customer operations Customer operations expenses include payroll and other personnel-related expenses, including stock-based compensation expense, for personnel engaged in onboarding, loan servicing, customer support and other related operational teams. These costs also include costs of third-party collection agencies and other systems and tools the Company uses as part of information verification, fraud detection, and payment processing activities. These costs are recognized in the period incurred. Engineering and product development Engineering and product development expenses primarily consist of payroll and other employee-related expenses, including stock-based compensation expenses, for the engineering and product development teams as well as the costs of systems and tools used by these teams. These costs are recognized in the period incurred. General, administrative, and other General, administrative, and other expenses consist primarily of payroll and other employee-related expenses, including stock-based compensation expense for legal and compliance, finance and accounting, human resources and facilities teams, as well as depreciation and amortization of property, equipment and software, professional services fees, facilities and travel expenses. These costs are recognized in the period incurred. Stock-Based Compensation The Company issues stock options, 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. Business Combinations The Company accounts for business combinations using the acquisition method of accounting which requires the fair values of assets acquired and liabilities assumed to be recognized in the consolidated financial statements. Assets acquired and liabilities assumed in a business combination are recognized at their estimated fair value as of the acquisition date. The excess purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. The allocation of fair values may be subject to adjustment after the initial allocation for up to a one-year period, with the corresponding offset to goodwill. Acquisition-related costs, such as legal and consulting fees, are recognized separately from the business combination and are expensed as incurred. Non-marketable Equity Securities The Company’s strategic investments consists of non-marketable equity securities on the consolidated balance sheets which are investments in privately held companies. Non-marketable equity securities do not have a readily determinable fair value and are measured by the Company at cost less impairment, if any, and adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer (the “measurement alternative”). Gains and losses on the investment, realized and unrealized, are recognized in other income (expense), net on our consolidated statements of operations and comprehensive income (loss) and a new carrying value is established for the investment upon such recognition of the gains and losses. There have been no unrealized or realized gains and losses or impairments related to the non-marketable equity securities accounted for under the measurement alternative for the years presented. As of December 31, 2021 and 2022, the carrying value of our non-marketable equity securities was $40.0 million and $41.3 million respectively. The determination of whether an orderly transaction is for an identical or similar investment requires significant management judgment. In its evaluation, the Company considers factors such as differences in the rights and preferences of the investment and the extent to which those differences would affect the fair value of the investment. In the event the Company identifies an observable price change from an orderly transaction for an identical or similar investment of the same issuer, the Company must estimate the fair value of its strategic investments using the most recent data available. The Company’s impairment analysis encompasses an assessment of both qualitative and quantitative factors. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired. Goodwill is reviewed for impairment annually, or more frequently if an event or a change in circumstances indicates that goodwill may be impaired. We first assess qualitative factors to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value. Examples of qualitative factors include, but are not limited to, a significant adverse change in legal factors or in the business climate, a significant decline in our stock price, a significant decline in our projected revenue or cash flows, or the presence of other indicators that would indicate a reduction in the fair value of a reporting unit. If the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative test is performed. We perform a quantitative goodwill impairment test by determining the fair value of the reporting unit and comparing it to the carrying value of the reporting unit. If the fair value of the reporting unit is greater than the reporting unit’s carrying value, then the carrying value of the reporting unit is deemed to be recoverable. If the carrying value of the reporting unit is greater than the reporting unit’s fair value, goodwill is impaired and written down to the reporting unit’s fair value. Acquired intangible assets are recorded at fair value on the date of acquisition and amortized on a straight-line basis over their estimated useful lives. Acquired intangible assets are presented net of accumulated amortization on the consolidated balance sheets. The Company reviews the carrying amounts of intangible assets for impairment whenever an event or change in circumstances indicates that the carrying amount of the assets may not be recoverable. We measure the recoverability of intangible assets by comparing the carrying amount of each asset to the future undiscounted cash flows we expect the asset to generate. Impairment is measured by the amount in which the carrying value of the asset exceeds its fair value. In addition, we periodically evaluate the estimated remaining useful lives of long-lived intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance may be established to reduce the deferred tax asset to the level at which it is “more likely than not” that the tax asset or benefits will be realized. Realization of tax benefits of deductible temporary differences and operating loss carryforwards depends on having sufficient taxable income of an appropriate character within the carry back or carryforward periods. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon review by the taxing authority. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Other Income (Expense), Net In April 2020, the Company received a forgivable loan under the Paycheck Protection Program (“PPP”), totaling $5.3 million with a stated annual interest rate of 1%. All loan payments are deferred for six months if not forgiven under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The loan and accrued interest are forgivable for borrowers who use the loan proceeds for eligible expenses during a twenty-four week period following the borrower’s receipt of the loan and maintain payroll and employee headcount. The Company has used the full proceeds of the loan for eligible expenses within the required period. The Company determined that forgiveness of the loan under the CARES Act was reasonably assured and recorded the full amount of proceeds as other income in the consolidated statement of operations and comprehensive income (loss) in 2020. In March 2021, the Company voluntarily repaid proceeds received under the Paycheck Protection Program plus accrued interest totaling $5.3 million. The Company recognized the loan principal repayment as an other expense. In the year ended December 31, 2022, Other income (expense), net primarily consists of dividend income earned by the Company on its unrestricted cash balance which is recognized in the period earned. Net Income (Loss) Per Share Attributable to Common Stockholders of Upstart Holdings, Inc. Stockholders The Company follows the two-class method when computing net income (loss) per common share when shares are issued that meet the definition of participating securities. The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in the Company’s losses. Accordingly, for the periods where the Company is in a net loss position, the Company does not allocate any net loss attributable to common stockholders to the convertible preferred stock. Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per share is the amount of net income (loss) available to each share of common stock outstanding during the reporting period, adjusted to include the effect of potentially dilutive common shares. Potentially dilutive common shares include incremental shares issued for convertible preferred stock, stock options, unvested RSUs, purchase rights committed under the ESPP, convertible debt, warrants to purchase convertible preferred stock and warrants to purchase common stock. The calculation of diluted net income (loss) per share excludes all anti-dilutive common shares. For periods in which the Company reports net losses, basic and diluted net loss per share attributable to Upstart Holdings, Inc.’s common stockholders are the same because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Recently Adopted Accounting Pronouncements The Company did not adopt any new accounting standard during the year ended December 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 and ASU 2022-06 in December 2022. ASU 2020-04, ASU 2021-01 and ASU 2022-06 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, ASU 2021-01, and ASU 2022-06 is effective for a limited period of time through December 31, 2024 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 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 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 does not expect the adoption of this guidance will have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

Revenue

12 Months Ended

Dec. 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 years presented as follows:


	Year Ended December 31,
		2020		2021		2022
Revenue from fees, net:
Platform and referral fees, net		$	200,257	$	726,161	$	732,237
Servicing and other fees, net		28,343		75,114		175,035
Total revenue from fees, net		$	228,600	$	801,275	$	907,272

Platform and referral fees, net

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

After origination, Upstart-powered loans are either retained by lending partners, purchased by the Company for immediate resale to institutional investors under loan sale agreements, or purchased and held by the Company. For loans purchased by the Company, Upstart pays lending partners a one-time loan premium fee upon completion of the minimum contractual holding period. Upstart also pays lending 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 consolidated statements of operations and comprehensive income (loss). The Company recognized $8.3 million, $23.6 million, and $27.7 million of loan premium fees and loan trailing fees as contra-revenue within platform and referral fees, net during the year ended December 31, 2020, 2021 and 2022 respectively.

As of December 31, 2021 and 2022, the Company recognized $4.3 million and $4.9 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 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 lending 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 variable price per unit based on a percentage of the value of loans originated each period with certain lending partners subject to minimum fees; however, pricing for these services may also be based on usage fees, calculated as a percentage of each loan originated. The nature of the Company’s promise is to stand-ready and provide continuous access to and process transactions through the platform. Platform and referral fees represent variable consideration as loan origination volume is not known at contract inception. These fees are determined each time a loan is originated. Fees for platform and referral services are typically billed and paid on either a daily or monthly basis. As such, the Company’s contracts with customers do not include a significant financing component.

The Company had no material contract assets, contract liabilities, or deferred contract costs recorded as of December 31, 2021 and 2022. The Company had $44.8 million and $31.1 million of accounts receivable that are

included in other assets on the consolidated balance sheets related to contracts with customers as of December 31, 2021 and 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 years presented.

The Company capitalizes incremental costs of obtaining a contract with a customer, which are certain sales commissions paid to employees in connection with the acquisition of lending partners. Capitalized costs are amortized over the expected period of benefit, which we have determined, based on an analysis, to be three years. The Company applies the practical expedient to expense costs to obtain contracts with customers if the amortization period is one year or less. As of December 31, 2021 and 2022, the Company had an immaterial amount of contract costs capitalized within other assets on the consolidated balance sheets. The Company amortized an immaterial amount of capitalized contracts costs to sales and marketing in the consolidated statements of operations and comprehensive income (loss) for the years presented.

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


	Year Ended December 31,
		2020	2021	2022
Customer A		63%	56%	45%
Customer B		18%	27%	28%

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


	December 31,	December 31,
	2021	2022
Customer C	25%	23%
Customer D	33%	*

* Less than 10%

Servicing and other fees, net

The Company also enters into contracts with lending partners and institutional investors to provide loan servicing for the life of Upstart-powered loans. These services commence upon origination of these loans by lending partners and include collection, processing and reconciliations of payments received, institutional investor reporting and borrower customer support as well as distribution of funds to the holders of the loans. The Company charges the loan holder a monthly servicing fee calculated based on a predetermined percentage of the outstanding principal balance. Servicing fees also include certain ancillary fees charged on a per transaction basis for processing late payments and payments declined due to insufficient funds. Servicing fees are recognized in the period the services are provided. Loan servicing fees are not within the scope of ASC 606 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 lending partners or loans sold to institutional investors. Such gains or losses are recognized based on whether the benefits of servicing are expected to be more or less than adequate compensation for servicing obligations performed by the Company. Servicing fees also include changes in fair value of loan servicing assets and liabilities in the years 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 related to loan servicing rights upon loan sales for the years presented as follows:


	Year Ended December 31,
		2020		2021		2022
Net gain related to loan servicing rights		$	1,530	$	6,916	$	28,739

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

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


	Year Ended December 31,
		2020		2021		2022
Collection agency fees		$	2,777	$	4,473	$	10,519
Borrower fees		$	2,093	$	7,289	$	25,208

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


	Year Ended December 31,
		2020		2021		2022

Interest income		26,408		$	20,634	$	105,580
Interest expense		(8,026)		(3,274)		(10,843)
Fair value and other adjustments
Unrealized gain (loss), charge-offs, and other adjustments, net		(11,459)		1,894		(101,422)
Realized gain (loss) on sale of loans, net(1)		(2,107)		28,060		(58,143)
Total fair value and other adjustments		(13,566)		29,954		(159,565)

Total interest income and fair value adjustments, net		$	4,816	$	47,314	$	(64,828)

_________

1.Includes $(2.1) million and $28.1 million of income (loss) from capital market programs, net for the year ended December 31, 2020 and 2021, respectively. There was no income (loss) recognized from capital market programs, net for the year ended December 31, 2022.

Interest income

Interest income is recognized based on the terms of the underlying agreements with borrowers for loans held on the Company’s 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 2022, the Company has recorded $2.6 million and $12.8 million of accrued interest income in loans on the consolidated balance sheets, respectively.

Interest expense

Interest expense is primarily related to interest recorded on the Company’s borrowings on warehouse credit facilities. Interest expense includes accrued interest incurred but not paid. Accrued interest expenses were immaterial as of December 31, 2021 and 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 consolidated statements of operations and comprehensive income (loss) and include both realized and unrealized changes to the value of related assets and liabilities. Refer to “Note 4. Fair Value Measurement” for additional information.

Fair value and other adjustments, net also includes gain (loss) recognized through our capital markets programs and amounts received from borrowers for previously charged-off loans held on the Company’s consolidated balance sheets. These amounts are recognized in the period when amounts are received or the transaction is completed.

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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

12 Months Ended

Dec. 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 8. 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 VIE

Upstart Loan Trust 2, a Delaware statutory trust, holds loans facilitated through the Upstart platform that are not pledged or eligible to be pledged to the Company’s warehouse credit facilities.

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
December 31, 2022



Total consolidated VIEs	$	984,481	$	337,830	$	646,651

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 various securitization transactions.

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

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
December 31, 2022
Securitizations and other	$	364,013	$	265,040	$	98,973	$	13,311

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.

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 its affiliates are subject principally to the credit and prepayment risk stemming from the underlying unsecured personal whole loans.

The carrying value of assets that relate to variable interests in unconsolidated VIEs consists of $8.3 million and $6.2 million of securitization notes and residual certificates which are included in other assets on the consolidated balance sheets as of December 31, 2021 and 2022, respectively. The Company also had $7.2 million and $7.1 million of cash deposits made to reserve accounts for related securitizations, included in other assets on the consolidated balance sheets as of December 31, 2021 and 2022, respectively.

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.

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 transactions. Contributions of loans to these securitizations are recognized as transfers under ASC 860, Transfers and Servicing.

Fair Value Measurement

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement

The following tables presents assets and liabilities measured at fair value:


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Loans	$	—	$	—	$	252,477	$	252,477
Notes receivable and residual certificates	—		—		8,288		8,288
Loan servicing assets	—		—		18,388		18,388
Total assets	$	—	$	—	$	279,153	$	279,153
Liabilities
Loan servicing liabilities	$	—	$	—	$	8,780	$	8,780
Trailing fee liabilities	—		—		4,315		4,315
Total liabilities	$	—	$	—	$	13,095	$	13,095


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
Loans	$	—	$	—	$	1,010,421	$	1,010,421
Notes receivable and residual certificates	—		—		6,181		6,181
Loan servicing assets	—		—		36,467		36,467
Total assets	$	—	$	—	$	1,053,069	$	1,053,069
Liabilities
Loan servicing liabilities	$	—	$	—	$	3,968	$	3,968
Trailing fee liabilities	—		—		4,852		4,852
Total liabilities	$	—	$	—	$	8,820	$	8,820

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 years presented.

Loans

Loans included in the Company’s consolidated balance sheets are classified as either held-for-sale or held-for-investment based on the Company’s intent and ability to sell the loans prior to maturity. Loan held-for-investment are generally held for research and development purposes, primarily in support of new products and expansion into new categories of borrowers. From time to time the Company transfers loans between classifications based on changes in the Company’s intent. As of December 31, 2021, $142.7 million and $109.8 million of loans held on the Company’s consolidated balance sheets were classified as held-for-sale and held-for-investment,

respectively. As of December 31, 2022, $882.8 million and $127.6 million of loans held on the Company’s consolidated balance sheets were classified as held-for-sale and held-for-investment, respectively.

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						December 31, 2022
	Minimum		Maximum		Weighted-Average (2)		Minimum		Maximum		Weighted-Average (2)
Discount rate	3.42	%	16.49	%	7.29	%	6.36	%	22.28	%	11.87	%
Credit risk rate (1)	0.08	%	55.79	%	17.98	%	0.01	%	93.09	%	16.93	%
Prepayment rate (1)	8.70	%	88.12	%	40.35	%	0.08	%	93.43	%	40.49	%

(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 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 2022, respectively.


	December 31,
	2021		2022
Fair value of loans	$	252,477	$	1,010,421
Discount rates
100 basis point increase	(3,392)		(11,979)
200 basis point increase	(6,709)		(23,720)
Expected credit loss rates on underlying loans
10% adverse change	(3,959)		(11,927)
20% adverse change	(7,927)		(23,852)
Expected prepayment rates
10% adverse change	(239)		(2,284)
20% adverse change	(512)		(4,530)

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

Purchases of loans(1)	219,128		159,398		378,526
Sale of loans(1)	(123,370)		(40,602)		(163,972)
Purchase of loans for immediate resale(1)	8,713,476		—		8,713,476
Immediate resale of loans(1)	(8,713,476)		—		(8,713,476)
Repayments received(1)	(10,578)		(22,612)		(33,190)
Changes in fair value recorded in earnings	(3,284)		(5,770)		(9,054)
Changes in accrued interest and other charges	557		1,150		1,707

Fair value at December 31, 2021	$	142,685	$	109,792	$	252,477
Reclassification of loans(1)	103,677		(103,677)		—
Purchases of loans(1)	1,807,787		149,344		1,957,131
Sale of loans(1)	(914,369)		—		(914,369)
Purchase of loans for immediate resale(1)	5,992,148		—		5,992,148
Immediate resale of loans(1)	(5,992,148)		—		(5,992,148)
Repayments received(1)	(180,135)		(15,194)		(195,329)
Changes in fair value recorded in earnings	(85,567)		(14,215)		(99,782)
Changes in accrued interest and other charges	8,732		1,561		10,293
Fair value at December 31, 2022	$	882,810	$	127,611	$	1,010,421

_________

(1) Represents the unpaid principal balance.

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


	Loans				Loans > 90 Days Past Due
	December 31,		December 31,		December 31,		December 31,
	2021		2022		2021		2022
Outstanding principal balance	$	277,228	$	1,047,714	$	1,979	$	9,006
Net fair value and accrued interest adjustments	(24,751)		(37,293)		(1,692)		(7,006)
Fair value(1)	$	252,477	$	1,010,421	$	287	$	2,000

_________

(1) Includes $50.1 million and $397.7 million of auto loans as of December 31, 2021 and 2022, respectively, of which an immaterial amount is 90 days or more past due for each year 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 2022, the Company held notes receivable and residual certificates with an aggregate fair value of $8.3 million and $6.2 million, respectively within other assets on the Company’s consolidated balance sheets. The balances consist of securitization notes and residual certificates retained from securitization transactions.

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						December 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	%	8.42	%	22.27	%	12.79	%
Credit risk rate (1)	0.04	%	50.69	%	18.47	%	0.59	%	50.69	%	18.43	%
Prepayment rate (1)	15.60	%	36.08	%	27.82	%	10.90	%	88.73	%	42.66	%

_________

(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 27% decrease in the fair value of the residual certificates.

The fair value of the securities are 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 under a discounted cash flow methodology results in a decrease in fair value of the securities (including securitization notes and residual certificates) of 0.69% and 1.10% as of December 31, 2021 and 2022, respectively. On average, a hypothetical 200 basis point increase in discount rates results in a decrease in fair value of the securities (including securitization notes and residual certificates) of 1.37% and 2.18% as of December 31, 2021 and 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 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	(11,458)
Changes in fair value recorded in earnings	672

Fair value at December 31, 2021	$	8,288
Residual certificates retained under unconsolidated securitization transaction	4,680
Repayments and settlements	(6,736)
Changes in fair value recorded in earnings	(51)
Fair value at December 31, 2022	$	6,181

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 rate. 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						December 31, 2022
	Minimum		Maximum		Weighted-Average (2)		Minimum		Maximum		Weighted-Average (2)
Discount rate	13.00	%	20.00	%	17.69	%	13.00	%	20.00	%	17.20	%
Credit risk rate (1)	0.03	%	52.78	%	18.36	%	0.03	%	91.76	%	16.22	%
Market-servicing rate (3)(4)(5)	0.62	%	3.73	%	0.62	%	0.62	%	3.72	%	0.62	%
Prepayment rate (1)	5.99	%	91.43	%	36.39	%	0.53	%	91.99	%	41.19	%

_________

(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 as such changes would not result in a significant impact on the fair value as of December 31, 2021 and 2022, respectively.


	December 31,		December 31,
	2021		2022
Fair value of loan servicing assets	$	18,388	$	36,467
Expected market-servicing rates
10% market-servicing rates increase	(5,539)		(9,989)
20% market-servicing rates increase	(11,002)		(19,950)


	December 31,		December 31,
	2021		2022
Fair value of loan servicing liabilities	$	8,780	$	3,968
Expected market-servicing rates
10% market-servicing rates increase	5,357		2,303
20% market-servicing rates increase	10,788		4,640

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	21,240		14,324
Changes in fair value recorded in earnings	(9,683)		(13,798)
Fair value at December 31, 2021	$	18,388	$	8,780
Sale of loans	31,041		2,302
Changes in fair value recorded in earnings	(12,962)		(7,114)
Fair value at December 31, 2022	$	36,467	$	3,968

Trailing Fee Liabilities

The Company pays certain lending 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 6.36% to 22.28% and credit risk rates of 0.01% to 93.09% as of December 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	4,275
Repayments and settlements	(1,240)
Changes in fair value recorded in earnings	4


Fair value at December 31, 2021	$	4,315
Issuances	3,898
Repayments and settlements	(3,001)
Changes in fair value recorded in earnings	(360)

Fair value at December 31, 2022	$	4,852

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.

Business Combination and Asset Acquisition [Abstract]

Acquisitions

12 Months Ended

Dec. 31, 2022

Acquisitions

In April 2021, the Company completed its acquisition of Prodigy Software, Inc. (“Prodigy”). Prodigy provides an e-commerce platform for car dealerships which enables both online and in-store vehicle discovery, credit application, and checkout. Prodigy provides a modern multi-channel car buying experience, helping dealerships serve consumers with a holistic software solution that integrates legacy systems. In addition to modernizing the car buying experience, Prodigy has brought Upstart's AI enabled auto loans to dealerships across the country where a significant number of auto loans are transacted. In October 2021, we announced the launch of Upstart Auto Retail software, a cloud-based solution that enables dealerships to provide consumers with access to Upstart-powered auto loans by combining Prodigy Software and Upstart intellectual property.

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


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

_________

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

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

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

The acquisition has been accounted for as a business combination. The purchase consideration was allocated to the tangible and intangible assets and liabilities acquired as of the acquisition date, with the excess recorded to goodwill as shown below. The values assigned to the assets acquired and liabilities assumed were based

on estimates of fair value available to us as of the date of acquisition, and adjusted during the measurement period which ended on January 1, 2022. No material adjustments to the fair value of assets and liabilities were made during the measurement period.

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


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

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

The Company recognized acquisition-related costs of $1.2 million in the year ended December 31, 2021, which are included in the general and administrative expense in the consolidated statement of operations and comprehensive income (loss). No acquisition-related costs were incurred during the year ended December 31, 2022.

The following table summarizes the fair values of the acquisition-related intangible assets acquired as of the acquisition date:


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

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

We have included the financial results of the acquired business in our consolidated financial statements from the date of acquisition. These revenues and expenses were immaterial for the year ended December 31, 2021. Pro forma results of operations have not been presented because the effects of this acquisition were not material to our financial results.

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible assets

Goodwill and Intangible AssetsGoodwill

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

Intangible Assets

Acquired intangible assets subject to amortization are as follows:


	December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted-Average Remaining Useful Life (Years)
Developed technology	$	9,400	$	2,349	$	7,051	2.3

Customer relationships	13,700		856		12,844		11.3
	$	23,100	$	3,205	$	19,895


	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted-Average Remaining Useful Life (Years)
Developed technology	$	9,400	$	5,483	$	3,917	1.3

Customer relationships	13,700		1,998		11,702		10.3
	$	23,100	$	7,481	$	15,619

Amortization expense was $3.3 million and $4.3 million for the year ended December 31, 2021 and 2022 respectively.

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


Fiscal Years:
2023	$	4,275
2024	1,925
2025	1,142
2026	1,142
2027	1,142
Thereafter	5,993
Total	$	15,619

Balance Sheet Components

12 Months Ended

Dec. 31, 2022

Other Assets [Abstract]

Balance Sheet Components

Other Assets

Other assets consisted of the following:


	December 31,		December 31,
	2021		2022
Servicing fees and other receivables	$	55,518	$	46,652
Loan servicing assets (at fair value)	18,388		36,467
Prepaid expenses	30,012		16,740
Other assets	8,809		22,678
Deposits	8,377		10,002
Notes receivable and residual certificates (at fair value)	8,288		6,181
Total other assets	$	129,392	$	138,720

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

Property, Equipment, and Software, Net

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


	December 31,		December 31,
	2021		2022
Internally developed software	$	17,735	$	37,783
Leasehold improvements	7,450		13,074
Computer and networking equipment	3,796		6,049
Furniture and fixtures	3,199		4,421
Total property, equipment, and software	32,180		61,327
Accumulated depreciation and amortization	(7,921)		(17,159)
Total property, equipment, and software, net	$	24,259	$	44,168

For the year ended December 31, 2020, 2021 and 2022, depreciation and amortization expense on property, equipment, and software was $2.3 million, $4.2 million and, $13.5 million respectively. Capitalized internally developed software balances, net of accumulated amortization, were $13.5 million and $27.4 million as of December 31, 2021 and 2022, respectively.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


	December 31,		December 31,
	2021		2022
Accrued expenses	$	48,207	$	23,506
Accrued payroll	37,293		21,825


Loan servicing liabilities (at fair value)	8,780		3,968
Trailing fee liability (at fair value)	4,315		4,852


Other liabilities	4,823		12,795
Total accrued expenses and other liabilities	$	103,418	$	66,946

Borrowings

12 Months Ended

Dec. 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 consolidated balance sheets:


	Borrowings
	December 31,		December 31,
	2021		2022
Warehouse credit facilities	$	48,030	$	336,452
Risk retention funding loan	507		—
Convertible senior notes	661,250		661,250
Total payments due	709,787		997,702
Unamortized debt discount	(14,355)		(11,308)
Total borrowings	$	695,432	$	986,394

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 has been further amended from time to time. Under the revolving credit and security agreement, as amended from time to time, the ULT Warehouse Credit Facility provides an aggregate of $175.0 million financing capacity of which $100.0 million is committed and $75.0 million is uncommitted. ULT may borrow up to this capacity until the earlier of June 15, 2023 and the occurrence of an accelerated amortization event. Accelerated amortization events include, but is 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 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 ULT Warehouse Credit Facility bears a floating interest rate of Compounded Secured Overnight Financing Rate (“SOFR”) plus a spread ranging from 1.90% to 3.28% per annum, due and payable monthly in arrears. The Company is also subject to a monthly unused fee ranging from 0.20% 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 72.5% as of December 31, 2022.

The ULT Warehouse Credit Facility contains certain financial covenants. As of December 31, 2021 and 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 consolidated balance sheets:


	ULT Warehouse Credit Facility
	December 31, 2021		December 31, 2022
Outstanding borrowings	$	48,030	$	163,773
Aggregate outstanding principal of loans pledged as collateral	76,865		228,895
Aggregate fair value of loans purchased and held by ULT	142,687		256,024
Restricted cash pledged as collateral	$	76,256	$	8,547

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”). The credit and security agreement for the UAWT Warehouse Credit Facility was amended and restated in its entirety in August 2022 and has been further amended from time to time. Under the revolving credit and security agreement, UAWT may borrow up to $200 million until the earlier of January 2023 and the occurrence of an accelerated amortization event. An accelerated amortization event includes, but is 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 January 2024. 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 2.2% 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 2022.

The UAWT Warehouse Credit Facility contains certain financial covenants. As of December 31, 2021 and 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 consolidated balance sheets as of December 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
	December 31, 2022
Outstanding borrowings	$	172,679
Aggregate outstanding principal of loans pledged as collateral	221,847
Aggregate fair value of loans purchased and held by UAWT	216,539
Restricted cash pledged as collateral	$	843

Convertible Senior Notes

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

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

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

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

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

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

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

(4) upon the occurrence of specified corporate events.

On or after May 15, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes regardless of the

foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, either cash, shares of common stock or a combination of cash and shares of common stock, at its election.

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

The Company accounted for the issuance of the Notes as a single liability at par as the conversion feature does not require bifurcation as a derivative under ASC 815 and the Notes were not issued at a substantial premium. Debt issuance costs related to the Notes totaled $15.7 million and consisted of underwriting fees and third-party offering costs, which are amortized to interest expense using the effective interest method over the contractual term. For the year ended December 31, 2021 and 2022, the Company recorded immaterial coupon interest expense and $1.4 million and $3.0 million of amortization of debt issuance costs, respectively, within expense on warrants and convertible notes, net on the consolidated statements of operations and comprehensive income (loss). 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 December 31, 2022:


	December 31, 2022
2023	$	—
2024	336,452
2025	—
2026	661,250
2027	—
Thereafter	—
Total	$	997,702

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

12 Months Ended

Dec. 31, 2022

Stockholders’ Equity

Stockholders' Equity

Common Stock Reserved for Future Issuance

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


	December 31,	December 31,
	2021	2022
Options issued and outstanding	12,785,176	12,547,010
RSUs outstanding	1,508,615	6,046,796
PRSUs outstanding	—	687,500
Shares available for future issuance under 2020 plan	9,979,700	5,842,057
Shares available for issuance under ESPP	1,869,302	2,543,089
Total	26,142,793	27,666,452

Share Repurchase Program

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

The Company records share repurchases on the settlement date. Repurchased shares are subsequently retired and returned to the status of authorized but unissued. The Company’s policy for share retirements is to allocate the excess between par value and the repurchase price, including costs and fees, to additional paid-in capital. During the year ended December 31, 2022, the Company repurchased, and subsequently retired, 5.9 million shares for $177.9 million at an average cost of $30.24 per share. As of December 31, 2022, $222.1 million remains available for future purchases of our common stock under the share repurchase program.

Equity Incentive Plans

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

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

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

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

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

Stock Options

The following table summarizes stock option activity for the year ended December 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	2,816,559	30.61
Options exercised	(2,464,572)	5.03
Options cancelled and forfeited	(590,153)	35.33
Balances at December 31, 2022	12,547,010	14.65		6.6	77,289
Options exercisable – December 31, 2022	7,935,324	5.66		5.2	70,278
Options vested and expected to vest – December 31, 2022	12,473,914	$	14.57	6.5	$	77,265

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the fair value of the Company’s stock as of December 31, 2022. The aggregate intrinsic value of options exercised for the year ended December 31, 2020, 2021 and 2022 was $50.0 million, $1,391.7 million, and

$157.3 million respectively. The weighted-average grant date fair value of options granted during the year ended December 31, 2020, 2021 and 2022 was $11.04, $62.06, and $15.60 per share, respectively. The total fair value of options vested for the year ended December 31, 2020, 2021 and 2022 was $7.9 million, $23.5 million, and $23.2 million respectively.

As of December 31, 2022, total unrecognized stock-based compensation expense related to unvested stock options was $59.4 million, which is expected to be recognized over a remaining weighted-average period of 2.5 years.

In May 2021, the Company amended an employee stock option agreement which resulted in a modification of the vesting of a certain number of option shares. The Company valued the amended stock options as of the modification date. Based on the Black-Scholes option pricing model, incremental stock-based compensation expense of $4.4 million resulting from the modification was recognized during the year ended December 31, 2021.

Restricted Stock Units

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


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2021	1,508,615	$	140.10
RSUs granted	5,876,225	37.19
RSUs vested	(866,717)	82.32
RSUs cancelled and forfeited	(471,327)	102.87
Unvested at December 31, 2022	6,046,796	$	51.28

As of December 31, 2022, total unrecognized stock-based compensation expense related to outstanding unvested RSUs was $261.9 million, which is expected to be recognized over a remaining weighted-average period of 2.8 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. Refer to “Note 5. Acquisitions” for further information.

The following table summarized Restricted Stock activity for the year ended December 31, 2022:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2021	61,651	$	123.33
Forfeited	(10,279)	123.33
Vested	(41,101)	123.33
Unvested at December 31, 2022	10,271	$	123.33

As of December 31, 2022, total unrecognized stock-based compensation expense related to restricted stock was immaterial.

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 December 31, 2022, total unrecognized stock-based compensation expense related to outstanding

unvested PRSUs was $39.7 million, which is expected to be recognized over a remaining weighted-average period of 4.7 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 year ended December 31, 2022, 162,796 shares of common stock were purchased under the ESPP.

As of December 31, 2022, total unrecognized stock-based compensation expense related to the ESPP was immaterial.

Fair Value of Awards Granted

In determining the fair value of stock-based awards, the Company uses a Black-Scholes option-pricing model for its options granted and ESPP purchase rights 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 for the foreseeable future. Therefore, the Company uses an expected dividend yield of zero.

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

Year Ended December 31,

2020

2021

2022

Expected term (in years)

5.3 – 10.0

5.3 – 6.9

5.1 – 7.0

Expected volatility

53.23% – 72.02%

45.98% – 65.01%

47.58% – 52.96%

Risk-free interest rate

0.33% – 1.50%

0.62% – 1.34%

1.70% – 4.23%

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:

Year Ended December 31,

2021

2022

Expected term (in years)

0.5 – 0.6

0.5

Expected volatility

61.65% – 152.95%

91.98% – 179.35%

Risk-free interest rate

0.05% – 0.09%

0.72% – 3.13%

Dividend yield

—%

Stock-Based Compensation

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


	Year Ended December 31,
		2020		2021		2022
Sales and marketing		$	1,562	$	6,059	$	11,354
Customer operations		898		6,251		9,355
Engineering and product development		4,844		39,191		72,169
General, administrative, and other		4,209		21,685		33,067
Total		$	11,513	$	73,186	$	125,945

Leases

12 Months Ended

Dec. 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 in Columbus, Ohio and Austin, Texas. Certain leases have rent abatement, escalating rent payment provisions, lease renewal options, and tenant allowances. Rent expense is recognized on a straight-line basis over the non-cancelable lease term, except when it is reasonably certain that the renewal option will be exercised. 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 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 consolidated balance sheets.

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


	Operating Leases
2023	$	15,091
2024	17,054
2025	17,544
2026	18,055
2027	17,745
Thereafter	34,816
Total undiscounted lease payments	120,305
Less: Tenant improvement receivables	(3,341)
Less: Present value adjustment	(16,177)
Operating lease liabilities	$	100,787

The Company did not have any material finance leases in any year 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 years presented. Operating lease expense was as follows:


	Year Ended December 31,
		2020		2021		2022
Rent expense		$	5,264	$	7,756	$	15,916
Variable lease payments		1,357		1,650		3,696

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


	Year Ended December 31,
		2020		2021		2022

Cash paid for amounts included in the measurement of lease liabilities		$	4,158	$	4,553	$	11,084

Total right-of-use assets capitalized		5,506		83,463		1,826

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


									December 31,
									2022
Weighted-average remaining lease term (in years)									7.28
Weighted-average discount rate									3.85%

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments The Company has loan purchase obligations under the Company’s loan agreements with certain lending partners. These lending partners retain ownership of the loans facilitated through Upstart’s platform for three days or longer (the “holding period”) after origination, as required under the respective agreements. The Company has committed to purchase the loans at the conclusion of the required holding period. As of December 31, 2021 and 2022, the total loan purchase commitment included outstanding principal balance of $111.3 million and $17.8 million, respectively. Contingencies Accounting for contingencies requires the Company to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. The Company records a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company discloses material contingencies when it believes a loss is not probable but reasonably possible and may voluntarily provide information on additional contingencies. From time to time the Company is subject to, and it is presently involved in, various litigation and legal proceedings arising from the ordinary course of business activities the outcome of which the Company cannot reasonably determine. Other than the class actions described below, the Company does not believe that it is presently a party to any litigation of which the outcome would individually, or taken together, have a material adverse effect on our business, operating results, cash flows, or financial condition. As of December 31, 2021 and 2022, no loss contingency has been recorded in connection with legal proceedings. Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, directors, officers and other parties with respect to certain matters. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material effect on the Company’s consolidated financial statements. Repurchases Under the terms of the loan purchase and loan servicing agreements between the Company and institutional investors, as well as in agreements with investors in securitizations and pass-through certificate transactions, the Company may, in certain circumstances, become obligated to repurchase loans from such institutional investors. Generally, these circumstances include the occurrence of verifiable identity theft, the failure of sold loans to meet the terms of certain loan-level representations and warranties that speak as of the time of origination or sale, the failure to comply with other contractual terms with the institutional investors, or a violation of the applicable federal, state, or local lending laws. The maximum potential amount of future payments associated under this obligation is the outstanding balances of the loans sold to the institutional investors, which at December 31, 2021 and 2022 is $12,905.5 million and $15,551.1 million, respectively. Actual payments made relating to the Company’s repurchase and indemnification obligations were immaterial. The Company has recorded contingent liabilities as of December 31, 2021 and 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 consolidated balance sheets. Legal On May 13, 2022, a purported class action lawsuit was filed in the United States District Court, Northern District of California, captioned Ward v. Upstart Holdings, Inc., et al., Case No. 5:22-cv-02856-BLF (N.D. Cal.) against the Company, the Company’s Chief Executive Officer, and Chief Financial Officer alleging, among other things, that the defendants made false and/or misleading statements or omissions about the Company’s business, operations, and prospects in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, as well as Section 20(a) of the Exchange Act. The Ward lawsuit claimed unspecified damages and legal fees. Between May 19, 2022 and June 22, 2022, two additional related purported class action lawsuits were filed in the United States District Court, Northern District of California, captioned Plymouth County Retirement Association v. Upstart Holdings, Inc., et al., Case No. 3:22-cv-02973-WHO (N.D. Cal.) and Zhang v. Upstart Holdings, Inc., et al., Case No. 3:22-cv-03668-JD (N.D. Cal.). On July 7, 2022, a related purported class action lawsuit was filed in the United States District Court, Southern District of Ohio, captioned Handelsbanken Fonder AB v. Upstart Holdings, Inc., et al., Case No. 2:22-cv-02706-SDM-EPD (S.D. Ohio). The Zhang, Plymouth County, and Handelsbanken Fonder actions named the same defendants and made similar allegations to those in the Ward action. On July 11, 2022, plaintiffs in the Zhang and Plymouth County actions filed notices voluntarily dismissing their lawsuits without prejudice. On July 12, 2022, motions to appoint lead plaintiff and lead counsel were filed in both the Ward action and the Handelsbanken Fonder action. On July 26, 2022, plaintiff in the Ward action filed a notice voluntarily dismissing his lawsuit without prejudice, and on July 27, 2022, plaintiff in the Handelsbanken Fonder action filed a notice voluntarily dismissing its lawsuit without prejudice. On July 26, 2022, an additional lawsuit was filed in United States District Court, Southern District of Ohio, captioned Crain v. Upstart Holdings, Inc. et al., Case No. 2:22-cv-02935-ALM-EPD (S.D. Ohio) against the Company, the Company’s Chief Executive Officer, and Chief Financial Officer. The Crain lawsuit makes allegations similar to those in the Handelsbanken Fonder action and alleges that the defendants made false and/or misleading statements or omissions about the Company’s business, operations, and prospects in violation of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, as well as Section 20(a) of the Exchange Act. The Crain lawsuit claims unspecified damages and legal fees. On August 16, 2022, the court appointed a lead plaintiff and approved lead counsel in the Crain action. On December 5, 2022, the lead plaintiff filed a consolidated amended complaint, which names the same defendants as the previous complaint, along with two Company executives, as well as Third Point LLC and its CEO and Third Point Ventures LLC and its managing partner (also a former Upstart board member). The consolidated amended complaint brings the same claims as the previous complaint but adds a claim under Section 20A of the Exchange Act. Under the current scheduling order, defendants will file a motion to dismiss on or before February 24, 2023. No hearing date has been set for that motion. On July 28, 2022, a derivative lawsuit was filed in United States District Court, Southern District of Ohio, captioned OConnor v. Huber et al., Case No. 2:22-cv-02961-EAS-KAJ (S.D. Ohio). The OConnor action includes allegations similar to those in the Crain complaint, and names as defendants each of the Company’s current board members and its Chief Financial Officer. The Company is named as a nominal defendant. The OConnor action includes claims for violation of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and waste of corporate assets. The OConnor action seeks unspecified monetary damages and an accounting from the individual defendants. The OConnor action also seeks unspecified corporate governance and internal procedure modifications, punitive damages, and legal fees. On October 7, 2022, a second derivative lawsuit was filed in United States District Court, Southern District of Ohio, captioned Chung v. Huber et al., No. 2:22-cv-03620-MHW-CMV (S.D. Ohio). The Chung action includes allegations similar to those in the OConnor complaint, and names as defendants each of the Company’s current board members, a former board member, and its Chief Financial Officer. The Company is named as a nominal defendant. The Chung action includes claims for violation of Section 10(b), 14(a), and 21D of the Exchange Act, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. The Chung action seeks unspecified monetary damages, restitution, and attorney’s fees and costs from the individual defendants. It also seeks corporate governance and internal procedure modifications. On December 12, 2022, in response to a joint motion by the parties, the Court consolidated the OConnor and Chung matters, appointed co-lead counsel, and stayed the consolidated case until resolution of the related Crain securities class action. On February 3, 2023, a third derivative lawsuit was filed, in the United States District Court, District of Delaware, captioned Hsu v. Girouard, et al., 1:23-cv-00132-UNA (D. Del.). The Hsu action includes allegations similar to those in the consolidated derivative matter pending in Ohio, and names as defendants each of the Company’s current board members, a former board member, and its Chief Financial Officer. The Company is named as a nominal defendant. The Hsu action includes claims for violation of Section 14(a) of the Exchange Act as well as breach of fiduciary duties, and seeks unspecified monetary damages, restitution, and attorney’s fees and costs from the individual defendants. It also seeks corporate governance and internal procedure modifications. The Company believes the claims in the above-referenced lawsuits are without merit and intends to defend itself vigorously. Given the uncertainty of litigation described above, the preliminary stage of the cases, and the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income (loss) before income taxes consisted entirely of income (loss) from domestic operations of $6.0 million, $133.7 million and $(109.1) million for the calendar year ended December 31, 2020, 2021 and 2022, respectively. Income tax (benefit) expense included in the statements of operations and comprehensive income (loss) consisted of the following:


	Year Ended December 31,
	2020		2021		2022
Current:
Federal	$	—	$	—	$	—
State	371		229		174
Total current tax expense	371		229		174
Deferred:
Federal	—		(1,435)		41
State	—		(506)		(624)
Total deferred tax expense	—		(1,941)		(583)
Total (benefit) provision for income taxes	$	371	$	(1,712)	$	(409)

Income tax expense differed from the amount computed by applying the Federal statutory income tax rate of 21% to net income (loss) before income taxes for the year ended December 31, 2022 as a result of the following:


	Year Ended December 31,
	2020		2021		2022
Federal tax at statutory rate	$	1,271	$	28,084	$	(22,906)
State income taxes, net of federal tax benefit	369		(248)		(448)
Fair value adjustment on warrants	2,371		—		—
Stock-based compensation	(1,476)		(236,726)		(4,490)
Research and development credit	(1,231)		(19,103)		(6,333)
PPP loan forgiveness (CARES Act)	(1,110)		1,110		—
Change in valuation allowance	273		222,230		26,263
Tax return to tax provision adjustment	(216)		(34)		309
Section 162(m) limitation	—		2,653		6,494
Noncontrolling interests	85		—		—
Other	35		322		702
(Benefit) provision for income taxes	$	371	$	(1,712)	$	(409)

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


	December 31,
	2021		2022
Deferred tax assets:
Net operating loss carryforwards	$	297,851	$	304,879
Operating lease liabilities	29,870		29,052
Research and development credits	29,046		38,796
Capitalized research and experimental expenditures	—		28,732
Convertible debt transactions	15,184		10,734
Stock-based compensation	9,895		13,714
Accruals and reserves	6,908		2,948
Investment in partnerships	1,020		801
Amortization	111		90

Other	573		631
Total deferred tax assets	390,458		430,377
Less: valuation allowance	(351,542)		(387,976)
Deferred tax assets – net of valuation allowance	38,916		42,401
Deferred tax liabilities:
Right of use asset	28,606		24,887
Servicing rights	2,859		9,368
Intangible assets	5,911		4,502
Depreciation	2,123		3,644

Total deferred tax liabilities	39,499		42,401
Net deferred tax liabilities	$	(583)	$	—

Management believes that, based on available evidence, both positive and negative, it is more likely than not that the deferred tax assets will not be utilized, and as such the Company maintains a full valuation allowance at December 31, 2022. The valuation allowance increased by $36.4 million for the year ended December 31, 2022 primarily as a result of current year activities.

As of December 31, 2022, the Company had approximately $1,012.0 million and $1,400.6 million of federal and state (post-apportioned) net operating losses (NOL), that will begin to expire in 2035 and 2034, respectively. The Company also has Federal and California research and development tax credits of $40.1 million and $19.1 million, respectively. The Federal research credits will begin to expire in 2032 and the California research credits have no expiration date. The Internal Revenue Code (“IRC”) limits the amount of NOL carryforwards that a company may use in a given year in the event of certain cumulative changes in ownership over a three-year period as described in Section 382 of the IRC. Utilization of NOL carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. The Company performed an ownership analysis and identified ownership changes in prior years, as defined under IRC Section 382 and 383, however neither resulted in a material limitation that will reduce the total amount of NOL carryforwards and credits that can be utilized.

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


	Year Ended December 31,
	2020		2021		2022
Balance at beginning of year	$	1,031	$	1,820	$	13,904
Additions for tax positions of prior years	—		461		885
Tax positions related to the current year	789		11,623		3,685
Balance at end of year	$	1,820	$	13,904	$	18,474

If recognized, all of the unrecognized tax benefits would not impact the effective tax rate due to the valuation allowance against certain deferred tax assets. As of December 31, 2022, the Company had $18.5 million unrecognized income tax benefits and there was an increase of $4.6 million to the Company’s unrecognized tax benefits during the year. The Company does not anticipate any significant increases or decreases to unrecognized tax benefits during the next twelve months. The Company’s policy is to classify interest and penalties associated with unrecognized tax benefits as income tax expense. The Company had no interest or penalty accruals associated with uncertain tax benefits in its consolidated balance sheet and consolidated statement of operations and comprehensive income (loss) for the tax year ended December 31, 2022.

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

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

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsSince the Company’s inception, it has engaged in various immaterial transactions with its executive officers and directors, holders of more than 10% of its voting securities, and their affiliates. During the year ended December 31, 2021, a related party investor and its affiliates participated in consolidated securitization transactions sponsored and serviced by the Company by receiving cash distributions on previously purchased securitization notes or residual certificates. The Company had no material related party transactions in the year ended December 31, 2021 and 2022.

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

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Basic net income (loss) attributable to Upstart Holdings, Inc. common stockholders per common share is based on the weighted-average common shares outstanding during the relevant year. Diluted net income (loss) attributable to Upstart Holdings, Inc. common stockholders per share is based on the weighted-average common shares outstanding during the relevant year adjusted for the dilutive effect of share-based awards and convertible debt. Basic and diluted net income (loss) attributable to Upstart Holdings, Inc. common stockholders per share are computed independently for each period presented, which involves the use of different weighted-average share count figures relating to quarterly and year-to-date periods. As a result, and after factoring the effect of rounding to the nearest cent per share, the sum of each fiscal quarter-to-date basic and diluted net income (loss) attributable to Upstart Holdings, Inc. common stockholders per share may not equal year-to-date basic and diluted net income (loss) attributable to Upstart Holdings, Inc. common stockholders per share.

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


	Year Ended December 31,
		2020		2021		2022
Numerator:
Net income (loss) attributable to Upstart Holdings, Inc. common stockholders		$	5,983	$	135,443	$	(108,665)
Less: noncumulative dividends to preferred stockholders		(5,983)		—		—

Net income (loss) attributable to common stockholders, basic and diluted		—		135,443		(108,665)



Denominator:
Weighted-average common shares outstanding used to calculate net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic		17,513,670		78,106,359		82,771,268
Weighted-average effect of dilutive securities		—		16,666,282		—
Weighted-average common shares outstanding used to calculate net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted		17,513,670		94,772,641		82,771,268

Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic		$	—	$	1.73	$	(1.31)
Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted		$	—	$	1.43	$	(1.31)

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


	Year Ended December 31,
		2020	2021	2022

Options to purchase common stock		19,600,223	461,157	12,547,010
Unvested RSUs		—	506,302	6,046,796
Unvested PRSUs		—	—	687,500
Purchase rights committed under the ESPP		—	—	101,397

Convertible debt		75,000	2,318,078	2,318,078

Total		19,675,223	3,285,537	21,700,781

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated events that have occurred through the filing date of this Form 10-K. Based on its evaluation, other than any items recorded or disclosed within the consolidated financial statement and related notes, including as discussed below, the Company has determined no subsequent events were required to be recognized or disclosed. Warehouse Amendment On January 31, 2023, Upstart Auto Warehouse Trust, the Company’s consolidated variable interest entity (“UAWT”), entered into the Omnibus Amendment to the Credit Agreement with a third-party lender which extended the last date by which UAWT may make a drawdown from its existing $200 million credit facility (the “UAWT Credit Facility”) until the earlier of June 2024 or an accelerated amortization event. The UAWT Credit Facility matures in June 2025, at which time all outstanding amounts owed must be repaid. The UAWT 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 3.0% to 4.0% and the maximum advance rate under the credit facility on outstanding principal of loans held by UAWT is 80%. All other key terms of the Amended Credit Agreement were otherwise the same as described in Note 8. Borrowings. Reduction in Workforce On January 31, 2023, in response to the challenging macro environment where many lenders and credit investors have significantly reduced or paused loan originations, the Company implemented a plan of reorganization (the “January 2023 Plan”). The January 2023 Plan is designed to reduce operating costs, streamline operations and return the Company to profitability. The January 2023 Plan involves a reduction of Upstart’s current workforce by approximately 20%, or approximately 365 employees. The Company estimates that it will incur approximately $15 million in total charges in connection with the January 2023 Plan. The Company expects these charges to be in the form of future cash expenditures related to severance payments, employee benefits and taxes. In addition to these charges, the Company expects to recognize approximately $3 million of one-time non-cash savings related to the reversal of previously expensed stock-based compensation associated with forfeited stock awards. The Company expects that most of the charges and cash expenditures related to the January 2023 Plan will be incurred or completed in the quarter ending March 31, 2023. The Company intends to exclude any charges related to the January 2023 Plan from its calculation of adjusted EBITDA and adjusted net income. When the January 2023 Plan is fully implemented, the Company expects to realize cash savings of approximately $57 million in operating expenses, primarily related to employee cash compensation and benefits, over the next 12 months. The Company also expects to realize additional non-cash savings of approximately $42 million related to stock-based compensation through 2025. The Company may incur other charges or cash expenditures not currently contemplated as a result of or in connection with the January 2023 Plan.

Description of Business and Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and ConsolidationThe Company has one reportable segment. The Company’s chief operating decision maker, the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, its wholly-owned subsidiaries, and consolidated variable interest entities (“VIEs”). All intercompany accounts and transactions have been eliminated. The Company’s functional and reporting currency is the U.S. dollar.
Basis of Consolidation	Basis of Presentation and ConsolidationThe Company has one reportable segment. The Company’s chief operating decision maker, the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, its wholly-owned subsidiaries, and consolidated variable interest entities (“VIEs”). All intercompany accounts and transactions have been eliminated. The Company’s functional and reporting currency is the U.S. dollar.
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying consolidated financial statements, which Management believes are critical in understanding and evaluating the Company’s reported financial results include: (i) fair value determinations; (ii) stock-based compensation; (iii) consolidation of VIEs; and (iv) the evaluation for impairment of goodwill and acquired intangible assets. The Company bases its estimates on various factors it believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.
Variable Interest Entities	Variable Interest Entities A legal entity is considered a VIE if it has either a total equity investment that is insufficient to finance its operations without additional subordinated financial support or whose equity holders lack the characteristics of a controlling financial interest. The Company’s variable interests arise from contractual, ownership, or other monetary interests in the entity. The Company consolidates a VIE when it is deemed to be the primary beneficiary. The Company determines it is the primary beneficiary if it has the power to direct activities that most significantly impact the VIE’s economic performance and has the obligation to absorb losses or the right to receive benefits of the VIE that could be potentially significant to the VIE. The Company assesses whether or not it is the primary beneficiary of a VIE on an ongoing basis. Consolidated 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. 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 various securitization transactions. In cases where the VIEs are not consolidated and the transfer of the loans from the Company to the securitization trust meets sale accounting criteria, the Company recognizes a gain or loss on sales of loans. The net proceeds of the sale represent the fair value of any assets obtained or liabilities incurred as part of the transaction. The assets are transferred into a trust such that the assets are legally isolated from the creditors of the Company and are not available to satisfy obligations of the Company. These assets can only be used to settle obligations of the underlying securitization trusts.
Cash and Restricted Cash	Cash and Restricted Cash Cash consists of bank deposits held in business checking and interest-bearing deposit accounts. As of December 31, 2021 and 2022, the Company did not have any cash equivalent balances, defined as highly liquid financial instruments purchased with original maturities of three months or less. Restricted cash primarily consists of deposit accounts that are held in our custody but restricted for regulatory or legal purposes. This balance includes amounts that are: (i) received from borrowers for interest and principal applied to loans as part of loan servicing, but not yet distributed to institutional investors; (ii) collateral for financing of loan purchases on the Upstart platform; (iii) purchase price received from institutional investors; (iv) collateral for letters of credit the Company is required to maintain under its operating lease agreements; and (v) pledged collateral under the Company’s warehouse facilities.
Fair Value Measurement	Fair Value Measurement Assets and liabilities recorded at fair value on a recurring basis on the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The price used to measure fair value is not adjusted for transaction costs. The principal market is the market in which the Company would sell or transfer the asset with the greatest volume and level of activity for the asset. In determining the principal market for an asset or liability, it is assumed that the Company has access to the market as of the measurement date. If no market for the asset exists, or if the Company does not have access to the principal market, a hypothetical market is used. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1—Unadjusted quoted market prices in active markets for identical assets or liabilities; Level 2— Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3— Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis include loans, notes receivable and residual certificates, loan servicing assets and liabilities, and trailing fee liabilities. When developing fair value measurements, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. However, for certain instruments, the Company must utilize unobservable inputs in determining fair value due to the lack of observable inputs in the market, which requires greater judgment in measuring fair value. In instances where there is limited or no observable market data, fair value measurements for assets and liabilities are based primarily upon the Company’s own estimates, and the measurements reflect information and assumptions that management believes a market participant would use in pricing the asset or liability.
Financial Instruments not Measured at Fair Value	Financial Instruments not Measured at Fair Value The Company’s financial instruments not measured at fair value consist primarily of cash, restricted cash, and other assets (excluding certain financial instruments, which are measured at fair value, such as loan servicing assets), accounts payable, payable to investors, and other liabilities (excluding certain financial instruments, such as loan servicing liabilities and trailing fee liabilities which are measured at fair value). Payable to investors includes amounts of loan repayments not yet distributed to institutional investors, as well as amounts received from institutional investors but not yet invested directly in whole loans or notes payable. The carrying values of these financial instruments are approximates of their respective fair values due to their short-term nature. Borrowings are presented at par, net of debt issuance costs and amortized over the contractual term using the effective interest method, with accrued interest included as part of accrued expenses and other liabilities on the consolidated balance sheets. The carrying value of borrowings associated with the warehouse credit facilities and risk retention funding loans approximates the fair value due to their relatively short maturities. The estimated fair value of the Notes as of December 31, 2021 and 2022 was approximately $627.5 million and $364.8 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.
Transfer of Financial Assets	Transfer of Financial AssetsUpstart-powered loans originated by lending partners are either retained by the lending partners, purchased by the Company and immediately sold to institutional investors under loan sale agreements, or purchased and held by the Company for a period of time before being sold to third-party investors, or held to maturity by the Company for the primary purpose of product research and development. Loans retained and held on the Company’s consolidated balance sheets are classified as either held-for-investment or held-for-sale, and loans purchased for immediate resale to third-party investors are classified as held-for-sale. Immediate loan resales to institutional investors are accounted for as transfers of financial assets when the Company surrenders control of these loan assets. These sales typically occur shortly after the origination of the loans by the lending partner and the Company’s subsequent acquisition of the loans from the originating lending partner. Loans sold to institutional investors are derecognized from the Company’s consolidated balance sheets at the time of sale in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-11 Topic 860, Transfers and Servicing. The Company records an asset or a liability at fair value for its estimated post-sale servicing obligations. The Company also records liabilities net of fair value for contingent obligations to repurchase loans that do not conform to the representations and warranties made to the loan purchaser at the time of sale. These liabilities are included within other liabilities on the Company’s consolidated balance sheets.
Loan Servicing Assets and Liabilities	Loan Servicing Assets and Liabilities Loan servicing assets and liabilities are recognized at fair value when the Company transfers loans, which qualify as sales under Topic 860 with servicing rights retained or when the Company enters into servicing agreements with lending partners who retain Upstart-powered loans. A loan servicing asset or liability exists depending on whether the revenue from servicing is expected to more than adequately compensate the Company for carrying out its servicing obligations. Loan servicing assets and liabilities are recorded in other assets and other liabilities, respectively, in the consolidated balance sheets, with changes in fair value recorded in servicing revenue, net, which is part of revenue from fees, net in the consolidated statements of operations and comprehensive income (loss).
Property, Equipment, and Software, Net	Property, Equipment, and Software, Net Property, equipment, and software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the assets, which are generally three years for internally developed software, computer and networking equipment, and furniture and fixtures. Leasehold improvements are depreciated over the shorter of the remaining lease term or the estimated useful life.
Internally Developed Software	Internally developed software is capitalized upon completion of the preliminary project stage, when it becomes probable that the project will be completed, and the software will be used as intended. Capitalized costs primarily consist of salaries and payroll related costs for employees directly involved in development efforts. Costs related to the preliminary project stage and activities occurring after the implementation of the software are expensed as incurred. Costs incurred for software upgrades are capitalized if they result in additional functionalities or substantial enhancements.
Impairment of Long-Lived Assets	The Company evaluates its long-lived assets for potential impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When such an event occurs the carrying amount of the asset is reduced to its estimated fair value.
Leases	Leases The Company determines if an arrangement is or contains a lease at inception. Operating leases are recorded on the consolidated balance sheets with right-of-use assets representing the right to use the underlying asset and lease liabilities representing the obligation to make lease payments. Right-of-use assets (“ROU”) and lease liabilities are recognized at lease commencement primarily based on the present value of lease payments over the lease term, and as necessary, at modification. The operating lease ROU assets also include any initial direct costs, lease payments made prior to lease commencement, and lease incentives received. Variable lease payments are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. The Company’s lease terms are the non-cancelable period including any rent-free periods provided by the lessor and may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. Lease costs for lease payments are recognized on a straight-line basis over the lease term. As the rate implicit on the Company’s leases is not readily determinable, the Company uses its secured incremental borrowing rate to determine the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and in a similar economic environment. As of December 31, 2021 and 2022, the Company did not have any material finance leases. The Company has elected not to separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has immaterial leases with a term of 12 months or less.
Revenue Recognition	Revenue RecognitionThe Company’s revenue consists of two components: revenue from fees, net and interest income and fair value adjustments, net. The revenue from fees, net line item on the consolidated statements of operations and comprehensive income (loss) is primarily comprised of platform and referral fees, net, which are recognized based on FASB ASU 2014-09 Topic 606, Revenue from Contracts with Customers.
Operating Expenses	Operating Expenses Sales and marketing Sales and marketing expenses primarily consist of costs incurred across various advertising channels, including expenses for partnerships with third-parties providing borrower referrals, direct mail and digital advertising campaigns, as well as other expenses associated with building overall brand awareness and experiential marketing costs. Sales and marketing expenses also include payroll and other personnel-related costs, including stock-based compensation expense, for related teams. These costs are recognized in the period incurred. Customer operations Customer operations expenses include payroll and other personnel-related expenses, including stock-based compensation expense, for personnel engaged in onboarding, loan servicing, customer support and other related operational teams. These costs also include costs of third-party collection agencies and other systems and tools the Company uses as part of information verification, fraud detection, and payment processing activities. These costs are recognized in the period incurred. Engineering and product development Engineering and product development expenses primarily consist of payroll and other employee-related expenses, including stock-based compensation expenses, for the engineering and product development teams as well as the costs of systems and tools used by these teams. These costs are recognized in the period incurred. General, administrative, and other General, administrative, and other expenses consist primarily of payroll and other employee-related expenses, including stock-based compensation expense for legal and compliance, finance and accounting, human resources and facilities teams, as well as depreciation and amortization of property, equipment and software, professional services fees, facilities and travel expenses. These costs are recognized in the period incurred.
Stock-Based Compensation	Stock-Based Compensation The Company issues stock options, 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.
Business Combinations	Business Combinations The Company accounts for business combinations using the acquisition method of accounting which requires the fair values of assets acquired and liabilities assumed to be recognized in the consolidated financial statements. Assets acquired and liabilities assumed in a business combination are recognized at their estimated fair value as of the acquisition date. The excess purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. The allocation of fair values may be subject to adjustment after the initial allocation for up to a one-year period, with the corresponding offset to goodwill. Acquisition-related costs, such as legal and consulting fees, are recognized separately from the business combination and are expensed as incurred.
Non-marketable Equity Security	Non-marketable Equity Securities The Company’s strategic investments consists of non-marketable equity securities on the consolidated balance sheets which are investments in privately held companies. Non-marketable equity securities do not have a readily determinable fair value and are measured by the Company at cost less impairment, if any, and adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer (the “measurement alternative”). Gains and losses on the investment, realized and unrealized, are recognized in other income (expense), net on our consolidated statements of operations and comprehensive income (loss) and a new carrying value is established for the investment upon such recognition of the gains and losses. There have been no unrealized or realized gains and losses or impairments related to the non-marketable equity securities accounted for under the measurement alternative for the years presented. As of December 31, 2021 and 2022, the carrying value of our non-marketable equity securities was $40.0 million and $41.3 million respectively. The determination of whether an orderly transaction is for an identical or similar investment requires significant management judgment. In its evaluation, the Company considers factors such as differences in the rights and preferences of the investment and the extent to which those differences would affect the fair value of the investment. In the event the Company identifies an observable price change from an orderly transaction for an identical or similar investment of the same issuer, the Company must estimate the fair value of its strategic investments using the most recent data available. The Company’s impairment analysis encompasses an assessment of both qualitative and quantitative factors.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired. Goodwill is reviewed for impairment annually, or more frequently if an event or a change in circumstances indicates that goodwill may be impaired. We first assess qualitative factors to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value. Examples of qualitative factors include, but are not limited to, a significant adverse change in legal factors or in the business climate, a significant decline in our stock price, a significant decline in our projected revenue or cash flows, or the presence of other indicators that would indicate a reduction in the fair value of a reporting unit. If the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative test is performed. We perform a quantitative goodwill impairment test by determining the fair value of the reporting unit and comparing it to the carrying value of the reporting unit. If the fair value of the reporting unit is greater than the reporting unit’s carrying value, then the carrying value of the reporting unit is deemed to be recoverable. If the carrying value of the reporting unit is greater than the reporting unit’s fair value, goodwill is impaired and written down to the reporting unit’s fair value. Acquired intangible assets are recorded at fair value on the date of acquisition and amortized on a straight-line basis over their estimated useful lives. Acquired intangible assets are presented net of accumulated amortization on the consolidated balance sheets. The Company reviews the carrying amounts of intangible assets for impairment whenever an event or change in circumstances indicates that the carrying amount of the assets may not be recoverable. We measure the recoverability of intangible assets by comparing the carrying amount of each asset to the future undiscounted cash flows we expect the asset to generate. Impairment is measured by the amount in which the carrying value of the asset exceeds its fair value. In addition, we periodically evaluate the estimated remaining useful lives of long-lived intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance may be established to reduce the deferred tax asset to the level at which it is “more likely than not” that the tax asset or benefits will be realized. Realization of tax benefits of deductible temporary differences and operating loss carryforwards depends on having sufficient taxable income of an appropriate character within the carry back or carryforward periods. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon review by the taxing authority. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
Other Income (Expense), Net	Other Income (Expense), Net In April 2020, the Company received a forgivable loan under the Paycheck Protection Program (“PPP”), totaling $5.3 million with a stated annual interest rate of 1%. All loan payments are deferred for six months if not forgiven under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The loan and accrued interest are forgivable for borrowers who use the loan proceeds for eligible expenses during a twenty-four week period following the borrower’s receipt of the loan and maintain payroll and employee headcount. The Company has used the full proceeds of the loan for eligible expenses within the required period. The Company determined that forgiveness of the loan under the CARES Act was reasonably assured and recorded the full amount of proceeds as other income in the consolidated statement of operations and comprehensive income (loss) in 2020. In March 2021, the Company voluntarily repaid proceeds received under the Paycheck Protection Program plus accrued interest totaling $5.3 million. The Company recognized the loan principal repayment as an other expense.
Net Income (Loss) Per Share Attributable to Common Stockholders of Upstart Holdings, Inc. Stockholders	Net Income (Loss) Per Share Attributable to Common Stockholders of Upstart Holdings, Inc. Stockholders The Company follows the two-class method when computing net income (loss) per common share when shares are issued that meet the definition of participating securities. The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in the Company’s losses. Accordingly, for the periods where the Company is in a net loss position, the Company does not allocate any net loss attributable to common stockholders to the convertible preferred stock. Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per share is the amount of net income (loss) available to each share of common stock outstanding during the reporting period, adjusted to include the effect of potentially dilutive common shares. Potentially dilutive common shares include incremental shares issued for convertible preferred stock, stock options, unvested RSUs, purchase rights committed under the ESPP, convertible debt, warrants to purchase convertible preferred stock and warrants to purchase common stock. The calculation of diluted net income (loss) per share excludes all anti-dilutive common shares. For periods in which the Company reports net losses, basic and diluted net loss per share attributable to Upstart Holdings, Inc.’s common stockholders are the same because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
Recently adopted and issued accounting pronouncements	Recently Adopted Accounting Pronouncements The Company did not adopt any new accounting standard during the year ended December 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 and ASU 2022-06 in December 2022. ASU 2020-04, ASU 2021-01 and ASU 2022-06 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, ASU 2021-01, and ASU 2022-06 is effective for a limited period of time through December 31, 2024 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 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 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 does not expect the adoption of this guidance will have a material impact on the Company’s condensed consolidated financial statements or related disclosures.
Off-Balance Sheet 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. 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 transactions. Contributions of loans to these securitizations are recognized as transfers under ASC 860, Transfers and Servicing

Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of revenue by type of service

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


	Year Ended December 31,
		2020		2021		2022
Revenue from fees, net:
Platform and referral fees, net		$	200,257	$	726,161	$	732,237
Servicing and other fees, net		28,343		75,114		175,035
Total revenue from fees, net		$	228,600	$	801,275	$	907,272

Customers accounting for greater than 10% of accounts receivable

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


	Year Ended December 31,
		2020	2021	2022
Customer A		63%	56%	45%
Customer B		18%	27%	28%

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


	December 31,	December 31,
	2021	2022
Customer C	25%	23%
Customer D	33%	*

* Less than 10%

Gain (loss) on loan servicing rights

The Company recognized a net gain related to loan servicing rights upon loan sales for the years presented as follows:


	Year Ended December 31,
		2020		2021		2022
Net gain related to loan servicing rights		$	1,530	$	6,916	$	28,739

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 years presented as follows:


	Year Ended December 31,
		2020		2021		2022
Collection agency fees		$	2,777	$	4,473	$	10,519
Borrower fees		$	2,093	$	7,289	$	25,208

Components of interest income and fair value adjustments, net

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


	Year Ended December 31,
		2020		2021		2022

Interest income		26,408		$	20,634	$	105,580
Interest expense		(8,026)		(3,274)		(10,843)
Fair value and other adjustments
Unrealized gain (loss), charge-offs, and other adjustments, net		(11,459)		1,894		(101,422)
Realized gain (loss) on sale of loans, net(1)		(2,107)		28,060		(58,143)
Total fair value and other adjustments		(13,566)		29,954		(159,565)

Total interest income and fair value adjustments, net		$	4,816	$	47,314	$	(64,828)

_________

Variable Interest Entities (Tables)

12 Months Ended

Dec. 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
December 31, 2022



Total consolidated VIEs	$	984,481	$	337,830	$	646,651

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
December 31, 2022
Securitizations and other	$	364,013	$	265,040	$	98,973	$	13,311

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)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

The following tables presents assets and liabilities measured at fair value:


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Loans	$	—	$	—	$	252,477	$	252,477
Notes receivable and residual certificates	—		—		8,288		8,288
Loan servicing assets	—		—		18,388		18,388
Total assets	$	—	$	—	$	279,153	$	279,153
Liabilities
Loan servicing liabilities	$	—	$	—	$	8,780	$	8,780
Trailing fee liabilities	—		—		4,315		4,315
Total liabilities	$	—	$	—	$	13,095	$	13,095


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
Loans	$	—	$	—	$	1,010,421	$	1,010,421
Notes receivable and residual certificates	—		—		6,181		6,181
Loan servicing assets	—		—		36,467		36,467
Total assets	$	—	$	—	$	1,053,069	$	1,053,069
Liabilities
Loan servicing liabilities	$	—	$	—	$	3,968	$	3,968
Trailing fee liabilities	—		—		4,852		4,852
Total liabilities	$	—	$	—	$	8,820	$	8,820

Significant unobservable inputs


	December 31, 2021						December 31, 2022
	Minimum		Maximum		Weighted-Average (2)		Minimum		Maximum		Weighted-Average (2)
Discount rate	3.42	%	16.49	%	7.29	%	6.36	%	22.28	%	11.87	%
Credit risk rate (1)	0.08	%	55.79	%	17.98	%	0.01	%	93.09	%	16.93	%
Prepayment rate (1)	8.70	%	88.12	%	40.35	%	0.08	%	93.43	%	40.49	%

(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						December 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	%	8.42	%	22.27	%	12.79	%
Credit risk rate (1)	0.04	%	50.69	%	18.47	%	0.59	%	50.69	%	18.43	%
Prepayment rate (1)	15.60	%	36.08	%	27.82	%	10.90	%	88.73	%	42.66	%

_________

(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,
	2021		2022
Fair value of loans	$	252,477	$	1,010,421
Discount rates
100 basis point increase	(3,392)		(11,979)
200 basis point increase	(6,709)		(23,720)
Expected credit loss rates on underlying loans
10% adverse change	(3,959)		(11,927)
20% adverse change	(7,927)		(23,852)
Expected prepayment rates
10% adverse change	(239)		(2,284)
20% adverse change	(512)		(4,530)

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

Purchases of loans(1)	219,128		159,398		378,526
Sale of loans(1)	(123,370)		(40,602)		(163,972)
Purchase of loans for immediate resale(1)	8,713,476		—		8,713,476
Immediate resale of loans(1)	(8,713,476)		—		(8,713,476)
Repayments received(1)	(10,578)		(22,612)		(33,190)
Changes in fair value recorded in earnings	(3,284)		(5,770)		(9,054)
Changes in accrued interest and other charges	557		1,150		1,707

Fair value at December 31, 2021	$	142,685	$	109,792	$	252,477
Reclassification of loans(1)	103,677		(103,677)		—
Purchases of loans(1)	1,807,787		149,344		1,957,131
Sale of loans(1)	(914,369)		—		(914,369)
Purchase of loans for immediate resale(1)	5,992,148		—		5,992,148
Immediate resale of loans(1)	(5,992,148)		—		(5,992,148)
Repayments received(1)	(180,135)		(15,194)		(195,329)
Changes in fair value recorded in earnings	(85,567)		(14,215)		(99,782)
Changes in accrued interest and other charges	8,732		1,561		10,293
Fair value at December 31, 2022	$	882,810	$	127,611	$	1,010,421

_________

(1) Represents the unpaid principal balance.


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

Repayments and settlements	(11,458)
Changes in fair value recorded in earnings	672

Fair value at December 31, 2021	$	8,288
Residual certificates retained under unconsolidated securitization transaction	4,680
Repayments and settlements	(6,736)
Changes in fair value recorded in earnings	(51)
Fair value at December 31, 2022	$	6,181

Aggregate fair value and principal outstanding of all loans and loans 90 days or more past due

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


	Loans				Loans > 90 Days Past Due
	December 31,		December 31,		December 31,		December 31,
	2021		2022		2021		2022
Outstanding principal balance	$	277,228	$	1,047,714	$	1,979	$	9,006
Net fair value and accrued interest adjustments	(24,751)		(37,293)		(1,692)		(7,006)
Fair value(1)	$	252,477	$	1,010,421	$	287	$	2,000

_________

(1) Includes $50.1 million and $397.7 million of auto loans as of December 31, 2021 and 2022, respectively, of which an immaterial amount is 90 days or more past due for each year presented.

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						December 31, 2022
	Minimum		Maximum		Weighted-Average (2)		Minimum		Maximum		Weighted-Average (2)
Discount rate	13.00	%	20.00	%	17.69	%	13.00	%	20.00	%	17.20	%
Credit risk rate (1)	0.03	%	52.78	%	18.36	%	0.03	%	91.76	%	16.22	%
Market-servicing rate (3)(4)(5)	0.62	%	3.73	%	0.62	%	0.62	%	3.72	%	0.62	%
Prepayment rate (1)	5.99	%	91.43	%	36.39	%	0.53	%	91.99	%	41.19	%

_________

(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,		December 31,
	2021		2022
Fair value of loan servicing assets	$	18,388	$	36,467
Expected market-servicing rates
10% market-servicing rates increase	(5,539)		(9,989)
20% market-servicing rates increase	(11,002)		(19,950)


	December 31,		December 31,
	2021		2022
Fair value of loan servicing liabilities	$	8,780	$	3,968
Expected market-servicing rates
10% market-servicing rates increase	5,357		2,303
20% market-servicing rates increase	10,788		4,640

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	21,240		14,324
Changes in fair value recorded in earnings	(9,683)		(13,798)
Fair value at December 31, 2021	$	18,388	$	8,780
Sale of loans	31,041		2,302
Changes in fair value recorded in earnings	(12,962)		(7,114)
Fair value at December 31, 2022	$	36,467	$	3,968

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	21,240		14,324
Changes in fair value recorded in earnings	(9,683)		(13,798)
Fair value at December 31, 2021	$	18,388	$	8,780
Sale of loans	31,041		2,302
Changes in fair value recorded in earnings	(12,962)		(7,114)
Fair value at December 31, 2022	$	36,467	$	3,968

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	4,275
Repayments and settlements	(1,240)
Changes in fair value recorded in earnings	4


Fair value at December 31, 2021	$	4,315
Issuances	3,898
Repayments and settlements	(3,001)
Changes in fair value recorded in earnings	(360)

Fair value at December 31, 2022	$	4,852

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Summary of total consideration

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


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

_________

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

Purchase price allocation

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


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

Intangible assets acquired

The following table summarizes the fair values of the acquisition-related intangible assets acquired as of the acquisition date:


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

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Acquired intangible assets

Acquired intangible assets subject to amortization are as follows:


	December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted-Average Remaining Useful Life (Years)
Developed technology	$	9,400	$	2,349	$	7,051	2.3

Customer relationships	13,700		856		12,844		11.3
	$	23,100	$	3,205	$	19,895


	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted-Average Remaining Useful Life (Years)
Developed technology	$	9,400	$	5,483	$	3,917	1.3

Customer relationships	13,700		1,998		11,702		10.3
	$	23,100	$	7,481	$	15,619

Expected future amortization expense

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


Fiscal Years:
2023	$	4,275
2024	1,925
2025	1,142
2026	1,142
2027	1,142
Thereafter	5,993
Total	$	15,619

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2022

Other Assets [Abstract]

Schedule of other assets

Other assets consisted of the following:


	December 31,		December 31,
	2021		2022
Servicing fees and other receivables	$	55,518	$	46,652
Loan servicing assets (at fair value)	18,388		36,467
Prepaid expenses	30,012		16,740
Other assets	8,809		22,678
Deposits	8,377		10,002
Notes receivable and residual certificates (at fair value)	8,288		6,181
Total other assets	$	129,392	$	138,720

Schedule of property, equipment, and software

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


	December 31,		December 31,
	2021		2022
Internally developed software	$	17,735	$	37,783
Leasehold improvements	7,450		13,074
Computer and networking equipment	3,796		6,049
Furniture and fixtures	3,199		4,421
Total property, equipment, and software	32,180		61,327
Accumulated depreciation and amortization	(7,921)		(17,159)
Total property, equipment, and software, net	$	24,259	$	44,168

Schedule of aggregate principal outstanding of all loans

Accrued expenses and other liabilities consisted of the following:


	December 31,		December 31,
	2021		2022
Accrued expenses	$	48,207	$	23,506
Accrued payroll	37,293		21,825


Loan servicing liabilities (at fair value)	8,780		3,968
Trailing fee liability (at fair value)	4,315		4,852


Other liabilities	4,823		12,795
Total accrued expenses and other liabilities	$	103,418	$	66,946

Borrowings (Tables)

12 Months Ended

Dec. 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 consolidated balance sheets:


	Borrowings
	December 31,		December 31,
	2021		2022
Warehouse credit facilities	$	48,030	$	336,452
Risk retention funding loan	507		—
Convertible senior notes	661,250		661,250
Total payments due	709,787		997,702
Unamortized debt discount	(14,355)		(11,308)
Total borrowings	$	695,432	$	986,394

Schedule of assets pledge as collateral


	ULT Warehouse Credit Facility
	December 31, 2021		December 31, 2022
Outstanding borrowings	$	48,030	$	163,773
Aggregate outstanding principal of loans pledged as collateral	76,865		228,895
Aggregate fair value of loans purchased and held by ULT	142,687		256,024
Restricted cash pledged as collateral	$	76,256	$	8,547


	UAWT Warehouse Credit Facility
	December 31, 2022
Outstanding borrowings	$	172,679
Aggregate outstanding principal of loans pledged as collateral	221,847
Aggregate fair value of loans purchased and held by UAWT	216,539
Restricted cash pledged as collateral	$	843

Schedule of maturities of all borrowings

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


	December 31, 2022
2023	$	—
2024	336,452
2025	—
2026	661,250
2027	—
Thereafter	—
Total	$	997,702

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of shares and warrants reserved for issuance


	December 31,	December 31,
	2021	2022
Options issued and outstanding	12,785,176	12,547,010
RSUs outstanding	1,508,615	6,046,796
PRSUs outstanding	—	687,500
Shares available for future issuance under 2020 plan	9,979,700	5,842,057
Shares available for issuance under ESPP	1,869,302	2,543,089
Total	26,142,793	27,666,452

Summarized stock option activity

The following table summarizes stock option activity for the year ended December 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	2,816,559	30.61
Options exercised	(2,464,572)	5.03
Options cancelled and forfeited	(590,153)	35.33
Balances at December 31, 2022	12,547,010	14.65		6.6	77,289
Options exercisable – December 31, 2022	7,935,324	5.66		5.2	70,278
Options vested and expected to vest – December 31, 2022	12,473,914	$	14.57	6.5	$	77,265

Summaries of restricted stock units and restricted stock

The following table summarizes RSU activity for the year ended December 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	5,876,225	37.19
RSUs vested	(866,717)	82.32
RSUs cancelled and forfeited	(471,327)	102.87
Unvested at December 31, 2022	6,046,796	$	51.28

The following table summarized Restricted Stock activity for the year ended December 31, 2022:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2021	61,651	$	123.33
Forfeited	(10,279)	123.33
Vested	(41,101)	123.33
Unvested at December 31, 2022	10,271	$	123.33

Stock options fair value assumptions

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

Year Ended December 31,

2020

2021

2022

Expected term (in years)

5.3 – 10.0

5.3 – 6.9

5.1 – 7.0

Expected volatility

53.23% – 72.02%

45.98% – 65.01%

47.58% – 52.96%

Risk-free interest rate

0.33% – 1.50%

0.62% – 1.34%

1.70% – 4.23%

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:

Year Ended December 31,

2021

2022

Expected term (in years)

0.5 – 0.6

0.5

Expected volatility

61.65% – 152.95%

91.98% – 179.35%

Risk-free interest rate

0.05% – 0.09%

0.72% – 3.13%

Dividend yield

—%

Stock-based compensation expense

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


	Year Ended December 31,
		2020		2021		2022
Sales and marketing		$	1,562	$	6,059	$	11,354
Customer operations		898		6,251		9,355
Engineering and product development		4,844		39,191		72,169
General, administrative, and other		4,209		21,685		33,067
Total		$	11,513	$	73,186	$	125,945

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Future minimum lease payments

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


	Operating Leases
2023	$	15,091
2024	17,054
2025	17,544
2026	18,055
2027	17,745
Thereafter	34,816
Total undiscounted lease payments	120,305
Less: Tenant improvement receivables	(3,341)
Less: Present value adjustment	(16,177)
Operating lease liabilities	$	100,787

Operating lease expense and supplemental cash and non-cash information

Operating lease expense was as follows:


	Year Ended December 31,
		2020		2021		2022
Rent expense		$	5,264	$	7,756	$	15,916
Variable lease payments		1,357		1,650		3,696

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


	Year Ended December 31,
		2020		2021		2022

Cash paid for amounts included in the measurement of lease liabilities		$	4,158	$	4,553	$	11,084

Total right-of-use assets capitalized		5,506		83,463		1,826

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


									December 31,
									2022
Weighted-average remaining lease term (in years)									7.28
Weighted-average discount rate									3.85%

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Summary of income tax expense (benefit)

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


	Year Ended December 31,
	2020		2021		2022
Current:
Federal	$	—	$	—	$	—
State	371		229		174
Total current tax expense	371		229		174
Deferred:
Federal	—		(1,435)		41
State	—		(506)		(624)
Total deferred tax expense	—		(1,941)		(583)
Total (benefit) provision for income taxes	$	371	$	(1,712)	$	(409)

Schedule of effective tax rates


	Year Ended December 31,
	2020		2021		2022
Federal tax at statutory rate	$	1,271	$	28,084	$	(22,906)
State income taxes, net of federal tax benefit	369		(248)		(448)
Fair value adjustment on warrants	2,371		—		—
Stock-based compensation	(1,476)		(236,726)		(4,490)
Research and development credit	(1,231)		(19,103)		(6,333)
PPP loan forgiveness (CARES Act)	(1,110)		1,110		—
Change in valuation allowance	273		222,230		26,263
Tax return to tax provision adjustment	(216)		(34)		309
Section 162(m) limitation	—		2,653		6,494
Noncontrolling interests	85		—		—
Other	35		322		702
(Benefit) provision for income taxes	$	371	$	(1,712)	$	(409)

Deferred tax assets and liabilities

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


	December 31,
	2021		2022
Deferred tax assets:
Net operating loss carryforwards	$	297,851	$	304,879
Operating lease liabilities	29,870		29,052
Research and development credits	29,046		38,796
Capitalized research and experimental expenditures	—		28,732
Convertible debt transactions	15,184		10,734
Stock-based compensation	9,895		13,714
Accruals and reserves	6,908		2,948
Investment in partnerships	1,020		801
Amortization	111		90

Other	573		631
Total deferred tax assets	390,458		430,377
Less: valuation allowance	(351,542)		(387,976)
Deferred tax assets – net of valuation allowance	38,916		42,401
Deferred tax liabilities:
Right of use asset	28,606		24,887
Servicing rights	2,859		9,368
Intangible assets	5,911		4,502
Depreciation	2,123		3,644

Total deferred tax liabilities	39,499		42,401
Net deferred tax liabilities	$	(583)	$	—

Unrecognized tax benefits roll forward

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


	Year Ended December 31,
	2020		2021		2022
Balance at beginning of year	$	1,031	$	1,820	$	13,904
Additions for tax positions of prior years	—		461		885
Tax positions related to the current year	789		11,623		3,685
Balance at end of year	$	1,820	$	13,904	$	18,474

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

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of net income per share attributable to common stockholders


	Year Ended December 31,
		2020		2021		2022
Numerator:
Net income (loss) attributable to Upstart Holdings, Inc. common stockholders		$	5,983	$	135,443	$	(108,665)
Less: noncumulative dividends to preferred stockholders		(5,983)		—		—

Net income (loss) attributable to common stockholders, basic and diluted		—		135,443		(108,665)



Denominator:
Weighted-average common shares outstanding used to calculate net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic		17,513,670		78,106,359		82,771,268
Weighted-average effect of dilutive securities		—		16,666,282		—
Weighted-average common shares outstanding used to calculate net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted		17,513,670		94,772,641		82,771,268

Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic		$	—	$	1.73	$	(1.31)
Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted		$	—	$	1.43	$	(1.31)

Schedule of antidilutive securities excluded from computation of earnings per share


	Year Ended December 31,
		2020	2021	2022

Options to purchase common stock		19,600,223	461,157	12,547,010
Unvested RSUs		—	506,302	6,046,796
Unvested PRSUs		—	—	687,500
Purchase rights committed under the ESPP		—	—	101,397

Convertible debt		75,000	2,318,078	2,318,078

Total		19,675,223	3,285,537	21,700,781

Description of Business and Significant Accounting Policies (Details)				1 Months Ended		12 Months Ended
	Apr. 13, 2021 USD ($) $ / shares shares	Dec. 16, 2020 USD ($) $ / shares shares	Nov. 30, 2020 shares	Mar. 31, 2021 USD ($)	Apr. 30, 2020 USD ($)	Dec. 31, 2022 USD ($) segment component	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Short-term Debt [Line Items]
Number of reportable segments \| segment						1
Offering price per share (in dollars per share) \| $ / shares	$ 120.00
Net proceeds from sale of stock	$ 263,900,000
Underwriting discount	11,000,000
Offering expense	$ 1,000,000
Impairments of long-lived assets						$ 0	$ 0
Number of revenue components \| component						2
Non-marketable equity securities						$ 41,250,000	40,000,000
Period of payment deferral					6 months
Repayments of debt						400,898,000	71,316,000	$ 148,113,000
Paycheck Protection Program Loan, CARES Act
Short-term Debt [Line Items]
Aggregate principal amount					$ 5,300,000
Stated interest rate					1.00%
Repayments of debt				$ 5,300,000
Convertible senior notes
Short-term Debt [Line Items]
Convertible notes payable						649,900,000	646,900,000
Convertible senior notes \| Fair Value, Inputs, Level 2
Short-term Debt [Line Items]
Fair value of convertible senior notes						$ 364,800,000	$ 627,500,000
Computer and networking equipment
Short-term Debt [Line Items]
Estimated useful lives						3 years
Furniture and fixtures
Short-term Debt [Line Items]
Estimated useful lives						3 years
Internally developed software
Short-term Debt [Line Items]
Estimated useful lives						3 years
Series B
Short-term Debt [Line Items]
Shares of preferred stock purchased (in shares) \| shares			600,208
Common Stock
Short-term Debt [Line Items]
Preferred stock converted to common stock (in shares) \| shares		600,208
Convertible preferred stock converted to common stock (in shares) \| shares		47,349,577
IPO
Short-term Debt [Line Items]
Shares sold in offering \| shares		9,000,000
Offering price per share (in dollars per share) \| $ / shares		$ 20.00
Net proceeds from sale of stock		$ 167,400,000
Underwriting discount		12,600,000
Deferred offering costs		$ 7,900,000
Public Stock Offering
Short-term Debt [Line Items]
Shares sold in offering \| shares	2,300,000
Over-Allotment Option
Short-term Debt [Line Items]
Shares sold in offering \| shares	300,000

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 907,272	$ 801,275	$ 228,600
Platform and referral fees, net
Disaggregation of Revenue [Line Items]
Revenue from fees, net	732,237	726,161	200,257
Servicing and other fees, net
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 175,035	$ 75,114	$ 28,343

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	12 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Trailing fee liabilities	$ 4,852	$ 4,315
Servicing fees and other receivables	$ 46,652	55,518
Loans on non-accrual status	120 days
Accrued interest income	$ 12,800	$ 2,600
Financing Receivable, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration]	Loans (at fair value)	Loans (at fair value)
Customer A \| Customer Concentration Risk \| Revenue Benchmark
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	45.00%	56.00%	63.00%
Customer B \| Customer Concentration Risk \| Revenue Benchmark
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	28.00%	27.00%	18.00%
Customer C \| Customer Concentration Risk \| Accounts Receivable
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	23.00%	25.00%
Customer D \| Customer Concentration Risk \| Accounts Receivable
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)		33.00%
Platform and referral fees, net
Disaggregation of Revenue [Line Items]
Loan premium and loan trailing fees recognized	$ 27,700	$ 23,600	$ 8,300
Servicing fees and other receivables	$ 31,100	$ 44,800
Capitalized cost amortization term	3 years

Revenue - Loan Servicing Rights (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Net gain related to loan servicing rights	$ 28,739	$ 6,916	$ 1,530

Revenue - Fees Collected (Details) - USD ($) $ in Thousands	12 Months Ended
Revenue - Fees Collected (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 907,272	$ 801,275	$ 228,600
Collection agency fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	10,519	4,473	2,777
Borrower fees
Disaggregation of Revenue [Line Items]
Revenue from fees, net	$ 25,208	$ 7,289	$ 2,093

Revenue from Contract with Customer [Abstract]

Revenue - Interest Income and Fair Value Adjustments (Details) - USD ($)

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Interest income

$ 105,580,000

$ 20,634,000

$ 26,408,000

Interest expense

(10,843,000)

(3,274,000)

(8,026,000)

Unrealized gain (loss), charge-offs, and other adjustments, net

(101,422,000)

1,894,000

(11,459,000)

Realized gain (loss) on sale of loans, net

(58,143,000)

28,060,000

(2,107,000)

Total fair value and other adjustments

^[1]

(159,565,000)

29,954,000

(13,566,000)

Total interest income and fair value adjustments, net

(64,828,000)

47,314,000

4,816,000

Income from capital market program, net

$ 0

$ 28,100,000

$ (2,100,000)

[1]	Includes $1,014 from related parties expense and $4,238 of related parties fair value adjustments for the year ended December 31, 2020. There were no related party balances for the years ended year ended December 31, 2021 and 2022.

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

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Variable Interest Entity [Line Items]

Assets

^[1]

$ 1,936,054

$ 1,820,455

Liabilities

^[1]

1,263,619

1,013,377

Net Assets

672,435

807,078

$ 300,252

$ (61,688)

Variable Interest Entity, Primary Beneficiary

Variable Interest Entity [Line Items]

Assets

984,481

342,025

Liabilities

337,830

49,314

Net Assets

646,651

292,711

Variable Interest Entity, Not Primary Beneficiary | Securitizations and other

Variable Interest Entity [Line Items]

Assets

364,013

217,321

Liabilities

265,040

160,248

Net Assets

98,973

57,073

Maximum Exposure to Losses

$ 13,311

$ 15,503

[1]


	December 31,		December 31,
	2021		2022
Assets
Cash	$	7,700	$	838
Restricted cash	79,561		13,147
Loans (at fair value)	245,972		958,822

Other assets (includes $7,571 and $2,244 at fair value as of December 31, 2021 and December 31, 2022, respectively)	8,792		11,674
Total assets	$	342,025	$	984,481

Liabilities


Borrowings	$	48,536	$	336,452

Accrued expenses and other liabilities	778		1,378
Total liabilities	49,314		337,830
Total net assets	$	292,711	$	646,651

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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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 ($)	Dec. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Risk retention requirement declines	$ 0
Loans (at fair value)	1,010,421,000	$ 252,477,000
Notes receivable and residual certificates	6,181,000	8,288,000
Restricted cash	110,056,000	204,633,000
Fair Value, Inputs, Level 3
Variable Interest Entity [Line Items]
Notes receivable and residual certificates	6,181,000	8,288,000
Variable Interest Entity, Not Primary Beneficiary
Variable Interest Entity [Line Items]
Restricted cash	$ 7,100,000	7,200,000
Variable Interest Entity, Not Primary Beneficiary \| Notes receivable and residual certificates (at fair value)
Variable Interest Entity [Line Items]
Loans (at fair value)		$ 8,300,000

Fair Value Measurement - Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets
Loans	$ 1,010,421	$ 252,477
Notes receivable and residual certificates	6,181	8,288
Loan servicing assets	36,467	18,388
Total assets	1,053,069	279,153
Liabilities
Loan servicing liabilities	3,968	8,780
Trailing fee liabilities	4,852	4,315
Total liabilities	8,820	13,095
Fair Value, Inputs, Level 1
Assets
Loans	0	0
Notes receivable and residual certificates	0	0
Loan servicing assets	0	0
Total assets	0	0
Liabilities
Loan servicing liabilities	0	0
Trailing fee liabilities	0	0
Total liabilities	0	0
Fair Value, Inputs, Level 2
Assets
Loans	0	0
Notes receivable and residual certificates	0	0
Loan servicing assets	0	0
Total assets	0	0
Liabilities
Loan servicing liabilities	0	0
Trailing fee liabilities	0	0
Total liabilities	0	0
Fair Value, Inputs, Level 3
Assets
Loans	1,010,421	252,477
Notes receivable and residual certificates	6,181	8,288
Loan servicing assets	36,467	18,388
Total assets	1,053,069	279,153
Liabilities
Loan servicing liabilities	3,968	8,780
Trailing fee liabilities	4,852	4,315
Total liabilities	$ 8,820	$ 13,095

Fair Value Measurement - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Notes receivable and residual certificates	$ 6,181	$ 8,288
Average effect of fair value of hypothetical 20% adverse change in expected credit loss rates	(27.00%)
Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loans held-for-sale	$ 882,800	142,700
Loans held-for-investment	127,600	109,800
Notes receivable and residual certificates	$ 6,181	$ 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	(1.10%)	(0.69%)
Average effect on fair value of a 200 basis point increase in discount rates	(2.18%)	(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	6.36%
Fair Value, Inputs, Level 3 \| Minimum \| Discount rate \| Notes Receivable \| Valuation Technique, Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	8.42%	4.96%
Fair Value, Inputs, Level 3 \| Minimum \| Discount rate \| Loans (at fair value) \| Valuation Technique, Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	6.36%	3.42%
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 \| Minimum \| Credit risk rate \| Notes Receivable \| Valuation Technique, Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	0.59%	0.04%
Fair Value, Inputs, Level 3 \| Minimum \| Credit risk rate \| Loans (at fair value) \| Valuation Technique, Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	0.01%	0.08%
Fair Value, Inputs, Level 3 \| Maximum \| Discount rate \| Valuation Technique, Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Trailing fees liability, measurement input	22.28%
Fair Value, Inputs, Level 3 \| Maximum \| Discount rate \| Notes Receivable \| Valuation Technique, Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	22.27%	15.72%
Fair Value, Inputs, Level 3 \| Maximum \| Discount rate \| Loans (at fair value) \| Valuation Technique, Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	22.28%	16.49%
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	93.09%
Fair Value, Inputs, Level 3 \| Maximum \| Credit risk rate \| Notes Receivable \| Valuation Technique, Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	50.69%	50.69%
Fair Value, Inputs, Level 3 \| Maximum \| Credit risk rate \| Loans (at fair value) \| Valuation Technique, Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Loan receivable, measurement input	93.09%	55.79%

Fair Value Measurement - Sensitivity of Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of loans	$ 1,010,421	$ 252,477
Loans (at fair value)
Discount rates
100 basis point increase	(11,979)	(3,392)
200 basis point increase	(23,720)	(6,709)
Expected credit loss rates on underlying loans
10% adverse change	(11,927)	(3,959)
20% adverse change	(23,852)	(7,927)
Expected prepayment rates
10% adverse change	(2,284)	(239)
20% adverse change	(4,530)	(512)
Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of loans	1,010,421	252,477
Fair Value, Inputs, Level 3 \| Loans (at fair value)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of loans	$ 1,010,421	$ 252,477

Fair Value Measurement - Loans Rollforward (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 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	0
Purchases of loans	1,957,131	378,526
Sale of loans	(914,369)	(163,972)
Purchase of loans for immediate resale	5,992,148	8,713,476
Immediate resale of loans	(5,992,148)	(8,713,476)
Repayments received	(195,329)	(33,190)
Changes in fair value recorded in earnings	(99,782)	(9,054)
Changes in accrued interest and other charges	10,293	1,707
Fair value, ending balance	1,010,421	252,477
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	103,677
Purchases of loans	1,807,787	219,128
Sale of loans	(914,369)	(123,370)
Purchase of loans for immediate resale	5,992,148	8,713,476
Immediate resale of loans	(5,992,148)	(8,713,476)
Repayments received	(180,135)	(10,578)
Changes in fair value recorded in earnings	(85,567)	(3,284)
Changes in accrued interest and other charges	8,732	557
Fair value, ending balance	882,810	142,685
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	(103,677)
Purchases of loans	149,344	159,398
Sale of loans	0	(40,602)
Purchase of loans for immediate resale	0	0
Immediate resale of loans	0	0
Repayments received	(15,194)	(22,612)
Changes in fair value recorded in earnings	(14,215)	(5,770)
Changes in accrued interest and other charges	1,561	1,150
Fair value, ending balance	$ 127,611	$ 109,792

Fair Value Measurement - Loans at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Financing Receivable, Past Due [Line Items]
Fair value	$ 1,010,421	$ 252,477
Loans (at fair value)
Financing Receivable, Past Due [Line Items]
Outstanding principal balance	1,047,714	277,228
Net fair value and accrued interest adjustments	(37,293)	(24,751)
Fair value	1,010,421	252,477
Loans (at fair value) \| Auto Loans
Financing Receivable, Past Due [Line Items]
Fair value	397,700	50,100
Loans > 90 Days Past Due \| Loans (at fair value)
Financing Receivable, Past Due [Line Items]
Outstanding principal balance	9,006	1,979
Net fair value and accrued interest adjustments	(7,006)	(1,692)
Fair value	$ 2,000	$ 287

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

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher SEC
-Name Regulation S-K (SK)
-Number 229
-Section 1405
-Paragraph (a)
-Subparagraph (1)

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Fair Value Measurement - Note Receivable Rollforward (Details) - Notes receivable and residual certificates (at fair value) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 8,288	$ 19,074
Residual certificates retained under unconsolidated securitization transaction	4,680
Repayments and settlements	(6,736)	(11,458)
Changes in fair value recorded in earnings	(51)	672
Fair value, ending balance	$ 6,181	$ 8,288

Fair Value Measurement - Fair Value Assumptions (Details) - Fair Value, Inputs, Level 3 - Valuation Technique, Discounted Cash Flow	12 Months Ended
	Dec. 31, 2022	Dec. 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	0.53%	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	91.76%	52.78%
Market-servicing rate	3.72%	3.73%
Prepayment rate	91.99%	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	17.20%	17.69%
Credit risk rate	16.22%	18.36%
Market-servicing rate	0.62%	0.62%
Prepayment rate	41.19%	36.39%

Fair Value Measurement - Loan Servicing Sensitivity (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 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]
Fair value of loan servicing assets	$ 36,467	$ 18,388
Fair value of loan servicing liabilities	3,968	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]
Fair value of loan servicing assets	36,467	18,388
Fair value of loan servicing liabilities	3,968	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]
Fair value of loan servicing liabilities	3,968	8,780	$ 8,254
10% market-servicing rates increase	2,303	5,357
20% market-servicing rates increase	4,640	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]
Fair value of loan servicing assets	36,467	18,388	$ 6,831
10% market-servicing rates increase	(9,989)	(5,539)
20% market-servicing rates increase	$ (19,950)	$ (11,002)

Fair Value Measurement - Loan Servicing Rollforward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	$ 18,388
Fair value, ending balance	36,467	$ 18,388
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	8,780
Fair value, ending balance	3,968	8,780
Fair Value, Inputs, Level 3
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	18,388
Fair value, ending balance	36,467	18,388
Servicing Liability at Fair Value, Amount [Roll Forward]
Fair value, beginning balance	8,780
Fair value, ending balance	3,968	8,780
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	2,302	14,324
Changes in fair value recorded in earnings	(7,114)	(13,798)
Fair value, ending balance	3,968	8,780
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	31,041	21,240
Changes in fair value recorded in earnings	(12,962)	(9,683)
Fair value, ending balance	$ 36,467	$ 18,388

Fair Value Measurement - Trailing Fee Rollforward (Details) - Fair Value, Inputs, Level 3 - Trailing Fee Liabilities - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 4,315	$ 1,276
Issuances	3,898	4,275
Repayments and settlements	(3,001)	(1,240)
Changes in fair value recorded in earnings	(360)	4
Fair value, ending balance	$ 4,852	$ 4,315

Acquisitions - Consideration Transferred (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Apr. 08, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Fair value of Upstart common stock issued to Prodigy stockholders		$ 0	$ 80,256	$ 0
Prodigy Software, Inc.
Business Acquisition [Line Items]
Fair value of Upstart common stock issued to Prodigy stockholders	$ 70,121
Cash paid to common and preferred stockholders, warrant holders, and vested option holders	17,151
Fair value of assumed Prodigy options attributable to pre-combination service period	889
Transactions costs paid by Upstart on behalf of Prodigy	883
Total purchase consideration	$ 89,044
Shares of common stock transferred (in shares)	568,539
Value of common stock transferred (in dollars per share)	$ 123.33
Shares held in escrow (in shares)	87,339
Cash payments held in escrow	$ 1,900

Acquisitions - Narrative (Details) - USD ($)			12 Months Ended
Acquisitions - Narrative (Details) - USD ($)	Apr. 13, 2021	Apr. 08, 2021	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Acquisition costs recognized			$ 0	$ 1,200,000
Prodigy Software, Inc.
Business Acquisition [Line Items]
Consideration transferred		$ 89,044,000
Expected tax deductible portion of goodwill		$ 0
Useful life (years)		8 years 3 months 18 days
Prodigy Software, Inc. \| Restricted Stock
Business Acquisition [Line Items]
Restricted stock issued (in shares)		82,201
Value of restricted stock issued		$ 10,100,000
Repurchase option (in percent)	12.50%
Repurchase period		3 months
Share-based compensation expense period of recognition		2 years

Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Apr. 08, 2021
Business Acquisition [Line Items]
Goodwill	$ 67,062	$ 67,062
Prodigy Software, Inc.
Business Acquisition [Line Items]
Goodwill			$ 66,866
Acquisition-related intangible assets			23,200
Cash			1,479
Deferred tax liability, net			(2,328)
Other assets acquired and liabilities assumed, net			(173)
Total purchase consideration			$ 89,044

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

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

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 67,062	$ 67,062
Amortization Expense	$ 4,300	$ 3,300

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 23,100	$ 23,100
Accumulated Amortization	7,481	3,205
Net Carrying Amount	15,619	19,895
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	9,400	9,400
Accumulated Amortization	5,483	2,349
Net Carrying Amount	$ 3,917	$ 7,051
Developed technology \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Useful Life (Years)	1 year 3 months 18 days	2 years 3 months 18 days
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 13,700	$ 13,700
Accumulated Amortization	1,998	856
Net Carrying Amount	$ 11,702	$ 12,844
Customer relationships \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Useful Life (Years)	10 years 3 months 18 days	11 years 3 months 18 days

Goodwill and Intangible Assets - Future Expected Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 4,275
2024	1,925
2025	1,142
2026	1,142
2027	1,142
Thereafter	5,993
Net Carrying Amount	$ 15,619	$ 19,895

Balance Sheet Components - Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other Assets [Abstract]
Servicing fees and other receivables	$ 46,652	$ 55,518
Loan servicing assets (at fair value)	36,467	18,388
Prepaid expenses	16,740	30,012
Other assets	22,678	8,809
Deposits	10,002	8,377
Notes receivable and residual certificates (at fair value)	6,181	8,288
Total other assets	$ 138,720	$ 129,392

Balance Sheet Components - Property Plant and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	$ 61,327	$ 32,180
Accumulated depreciation and amortization	(17,159)	(7,921)
Total property, equipment, and software, net	44,168	24,259
Depreciation	13,500	4,200	$ 2,300
Capitalized internally developed software balances, net of accumulated amortization	27,400	13,500
Internally developed software
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	37,783	17,735
Computer and networking equipment
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	6,049	3,796
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	4,421	3,199
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property, equipment, and software	$ 13,074	$ 7,450

Balance Sheet Components - Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other Assets [Abstract]
Accrued expenses	$ 23,506	$ 48,207
Accrued payroll	21,825	37,293
Loan servicing liabilities (at fair value)	3,968	8,780
Trailing fee liability (at fair value)	4,852	4,315
Other liabilities	12,795	4,823
Total accrued expenses and other liabilities	$ 66,946	$ 103,418

Borrowings - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule of Borrowings [Line Items]
Total payments due	$ 997,702	$ 709,787
Unamortized debt discount	(11,308)	(14,355)
Total borrowings	986,394	695,432
Warehouse credit facilities \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Total payments due	336,452	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, shares in Millions		1 Months Ended		12 Months Ended
	Aug. 20, 2021 USD ($) day $ / shares shares	Aug. 31, 2022 USD ($)	May 31, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Schedule of Borrowings [Line Items]
Outstanding borrowings				$ 997,702,000	$ 709,787,000
Purchase of capped calls				$ 0	$ 58,523,000	$ 0
ULT Warehouse Credit Facility \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Maximum borrowing capacity			$ 175,000,000
Redemption price (in percent)			100.00%
Maximum advance rate (in percent)				72.50%	85.00%
ULT Warehouse Credit Facility \| Revolving Credit Facility \| Variable Interest Entity, Primary Beneficiary
Schedule of Borrowings [Line Items]
Outstanding borrowings				$ 163,773,000	$ 48,030,000
ULT Warehouse Credit Facility \| Minimum \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Monthly unused fee (in percent)			0.20%
ULT Warehouse Credit Facility \| Maximum \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Monthly unused fee (in percent)			1.00%
ULT Warehouse Credit Facility - Committed \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Maximum borrowing capacity			$ 100,000,000
ULT Warehouse Credit Facility - Uncommitted \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Maximum borrowing capacity			$ 75,000,000
UAWT Warehouse Credit Facility \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Monthly unused fee (in percent)		0.50%
Maximum advance rate (in percent)				82.50%	82.50%
UAWT Warehouse Credit Facility \| Revolving Credit Facility \| Primary Beneficiary
Schedule of Borrowings [Line Items]
Maximum borrowing capacity		$ 200,000,000
UAWT Warehouse Credit Facility \| Revolving Credit Facility \| Variable Interest Entity, Primary Beneficiary
Schedule of Borrowings [Line Items]
Outstanding borrowings				$ 172,679,000	$ 0
2026 ("Notes")
Schedule of Borrowings [Line Items]
Outstanding borrowings				661,250,000	661,250,000
Purchase of capped calls	$ 58,500,000
Initial conversion price (in dollars per share) \| $ / shares	$ 285.26
Initial cap price (in dollars per share) \| $ / shares	$ 400.36
Capped call cover (in shares) \| shares	2.3
2026 ("Notes") \| Convertible Debt
Schedule of Borrowings [Line Items]
Aggregate principal amount	$ 661,300,000
Stated interest rate	0.25%
Additional aggregate principal	$ 86,300,000
Net proceeds from sale of the notes	$ 645,500,000
Initial conversion rate (in shares)	0.003506
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 \| day	30
Conversion price maximum threshold	130.00%
2026 ("Notes") \| Convertible Debt \| Conversion Period Two
Schedule of Borrowings [Line Items]
Trading days \| day	5
Consecutive trading days \| day	5
Percentage of the last reported sale price	98.00%
2026 ("Notes") \| Convertible Debt \| Conversion Period Three
Schedule of Borrowings [Line Items]
Redemption price (in percent)	100.00%
Trading days \| day	20
Consecutive trading days \| day	30
Conversion price maximum threshold	130.00%
Gross debt issuance cost	$ 15,700,000
Amortization of debt issuance costs				$ 3,000,000	$ 1,400,000
Effective interest rate				0.70%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| ULT Warehouse Credit Facility \| Minimum \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Basis spread on variable rate			1.90%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| ULT Warehouse Credit Facility \| Maximum \| Revolving Credit Facility
Schedule of Borrowings [Line Items]
Basis spread on variable rate			3.28%
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		2.20%
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		3.50%

Borrowings - Assets Pledged as Collateral (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule of Borrowings [Line Items]
Outstanding borrowings	$ 997,702,000	$ 709,787,000
Aggregate fair value of loans purchased and held by UAWT	1,010,421,000	252,477,000
Restricted cash	110,056,000	204,633,000
Variable Interest Entity, Primary Beneficiary
Schedule of Borrowings [Line Items]
Restricted cash	13,147,000	79,561,000
ULT Warehouse Credit Facility \| Revolving Credit Facility \| Variable Interest Entity, Primary Beneficiary
Schedule of Borrowings [Line Items]
Outstanding borrowings	163,773,000	48,030,000
ULT Warehouse Credit Facility \| Revolving Credit Facility \| Variable Interest Entity, Primary Beneficiary \| Asset Pledged as Collateral
Schedule of Borrowings [Line Items]
Aggregate outstanding principal of loans pledged as collateral	228,895,000	76,865,000
Aggregate fair value of loans purchased and held by UAWT	256,024,000	142,687,000
Restricted cash	8,547,000	76,256,000
UAWT Warehouse Credit Facility \| Revolving Credit Facility \| Variable Interest Entity, Primary Beneficiary
Schedule of Borrowings [Line Items]
Outstanding borrowings	172,679,000	$ 0
Aggregate outstanding principal of loans pledged as collateral	221,847,000
Aggregate fair value of loans purchased and held by UAWT	216,539,000
Restricted cash	$ 843,000

Borrowings - Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2023	$ 0
2024	336,452
2025	0
2026	661,250
2027	0
Thereafter	0
Total	$ 997,702	$ 709,787

Stockholders’ Equity - Reserved Shares of Common Stock for Issuance (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Shares reserved of common stock for issuance	27,666,452	26,142,793
Shares available for future issuance under 2020 plan \| Common stock
Class of Stock [Line Items]
Shares reserved of common stock for issuance	5,842,057	9,979,700
Options issued and outstanding
Class of Stock [Line Items]
Shares reserved of common stock for issuance	12,547,010	12,785,176
RSUs outstanding
Class of Stock [Line Items]
Shares reserved of common stock for issuance	6,046,796	1,508,615
PRSUs outstanding
Class of Stock [Line Items]
Shares reserved of common stock for issuance	687,500	0
Shares available for issuance under ESPP
Class of Stock [Line Items]
Shares reserved of common stock for issuance	2,543,089	1,869,302

Stockholders’ Equity - Narrative (Details)			12 Months Ended
Stockholders’ Equity - Narrative (Details)	Feb. 18, 2022 day shares	Apr. 08, 2021 shares	Dec. 31, 2022 USD ($) vesting_tranche $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2012	Feb. 28, 2022 USD ($)
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 and retired during period (in shares) \| shares			5,900,000
Stock repurchased and retired during period, value (in dollars per share)			$ 177,900,000
Stock repurchased and retired during period, average cost per share (in dollars per share) \| $ / shares			$ 30.24
Stock repurchase program, remaining authorized repurchase amount (in dollars per share)			$ 222,100,000
Aggregate intrinsic value of options exercised			157,300,000	$ 1,391,700,000	$ 50,000,000
Fair value of options vested during period			23,200,000	23,500,000	7,900,000
Unrecognized stock-based compensation expense related to unvested stock options			59,400,000
Stock-based compensation expense			$ 125,945,000	$ 73,186,000	$ 11,513,000
Number of vesting tranches \| vesting_tranche			9
Dividend yield			0.00%
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchased and retired during period (in shares) \| shares			10,279
Issuance of common stock under employee stock purchase plan (in shares) \| shares			162,796	243,725
Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value (in dollars per share) \| $ / shares			$ 15.60	$ 62.06	$ 11.04
Common stock \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual increase, percent of outstanding shares (percent)			5.00%
Common stock \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual increase (in shares) \| shares			15,000,000
2012 Equity Incentive Plan \| Common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares) \| shares			15,000,000
Options issued and outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield			0.00%	0.00%	0.00%
Options issued and outstanding \| Black-Scholes Option Pricing Model
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense				$ 4,400,000
Options issued and outstanding \| Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of recognition			2 years 6 months
RSUs outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of recognition			2 years 9 months 18 days
Unrecognized stock-based compensation expense			$ 261,900,000
Unvested (in dollars per share) \| $ / shares			$ 51.28	$ 140.10
RSUs outstanding \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			1 year
RSUs outstanding \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			4 years
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		2 years
Unvested (in dollars per share) \| $ / shares			$ 123.33	$ 123.33
Restricted Stock \| Prodigy Software, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock issued (in shares) \| shares		82,201
PRSUs outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	7 years
Period of recognition			4 years 8 months 12 days
Unrecognized stock-based compensation expense			$ 39,700,000
Awards granted (in shares) \| shares	687,500
Consecutive trading days \| day	60
Unvested (in dollars per share) \| $ / shares			$ 68.76
Dividend yield			0.00%
PRSUs outstanding \| Tranche one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	5 years
Vesting percentage	40.00%
PRSUs outstanding \| Tranche two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	6 years
Vesting percentage	80.00%
Shares available for issuance under ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase period			6 months
ESPP purchase price of common stock, percent of market price			85.00%
Dividend yield			0.00%	0.00%
Incentive Stock Options and Non-Statutory Stock Options \| 2012 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price less than percent of estimated fair value (percent)						100.00%
Minimum required service period						3 years
Incentive Stock Options and Non-Statutory Stock Options \| 2012 Equity Incentive Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period						4 years
Incentive Stock Options and Non-Statutory Stock Options \| 2012 Equity Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period						10 years
Incentive Stock Option \| 2012 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholder ownership (percent)						10.00%
Incentive Stock Option \| 2012 Equity Incentive Plan \| Greater Than 10% Stockholders
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price less than percent of estimated fair value (percent)						110.00%

Stockholders’ Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Options
Beginning balance (in shares)	12,785,176
Options granted (in shares)	2,816,559
Options exercised (in shares)	(2,464,572)
Options cancelled and forfeited (in shares)	(590,153)
Ending balance (in shares)	12,547,010	12,785,176
Options exercisable (in shares)	7,935,324
Options vested and expected to vest (in shares)	12,473,914
Weighted-Average Exercise Price Per Share
Options outstanding (in dollars per share)	$ 10.23
Options granted (in dollars per share)	30.61
Options exercised (in dollars per share)	5.03
Options cancelled and forfeited (in dollars per share)	35.33
Options outstanding (in dollars per share)	14.65	$ 10.23
Options exercisable, Weighted average exercise price per share (in dollars per share)	5.66
Options vested and expected to vest, Weighted Average Exercise Price Per Share (in dollars per share)	$ 14.57
Weighted-Average Remaining Contractual Life (years)
Options outstanding	6 years 7 months 6 days	6 years 9 months 18 days
Options exercisable	5 years 2 months 12 days
Options vested and expected to vest	6 years 6 months
Aggregate Intrinsic Value
Balances aggregate intrinsic value	$ 77,289	$ 1,803,812
Options exercisable – December 31, 2022	70,278
Options vested and expected to vest – December 31, 2022	$ 77,265

Stockholders’ Equity - RSU Activity (Details) - RSUs outstanding	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares	1,508,615
RSUs granted (in shares) \| shares	5,876,225
RSUs vested (in shares) \| shares	(866,717)
RSUs cancelled and forfeited (in shares) \| shares	(471,327)
Ending balance (in shares) \| shares	6,046,796
Weighted-Average Grant Date Fair Value Per Share
Beginning balance (in dollars per share) \| $ / shares	$ 140.10
RSUs granted (in dollars per share) \| $ / shares	37.19
RSUs vested (in dollars per share) \| $ / shares	82.32
RSUs cancelled and forfeited (in dollars per share) \| $ / shares	102.87
Ending balance (in dollars per share) \| $ / shares	$ 51.28

Stockholders’ Equity - Restricted Stock Activity (Details) - Restricted Stock	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares	61,651
Forfeited (in shares) \| shares	(10,279)
RSUs vested (in shares) \| shares	(41,101)
Ending balance (in shares) \| shares	10,271
Weighted-Average Grant Date Fair Value Per Share
Beginning balance (in dollars per share) \| $ / shares	$ 123.33
Forfeited (in dollars per share) \| $ / shares	123.33
Vested (in dollars per share) \| $ / shares	123.33
Ending balance (in dollars per share) \| $ / shares	$ 123.33

Stockholders’ Equity - Weighted-Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%
Options issued and outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum	47.58%	45.98%	53.23%
Expected volatility, maximum	52.96%	65.01%	72.02%
Risk free rate, minimum	1.70%	0.62%	0.33%
Risk free rate, maximum	4.23%	1.34%	1.50%
Dividend yield	0.00%	0.00%	0.00%
Options issued and outstanding \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 1 month 6 days	5 years 3 months 18 days	5 years 3 months 18 days
Options issued and outstanding \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	7 years	6 years 10 months 24 days	10 years
PRSUs outstanding
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%
Shares available for issuance under ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 months
Expected volatility, minimum	91.98%	61.65%
Expected volatility, maximum	179.35%	152.95%
Risk free rate, minimum	0.72%	0.05%
Risk free rate, maximum	3.13%	0.09%
Dividend yield	0.00%	0.00%
Shares available for issuance under ESPP \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		6 months
Shares available for issuance under ESPP \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		7 months 6 days

Stockholders’ Equity - Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 125,945	$ 73,186	$ 11,513
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	11,354	6,059	1,562
Customer operations
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	9,355	6,251	898
Engineering and product development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	72,169	39,191	4,844
General, administrative, and other
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 33,067	$ 21,685	$ 4,209

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

Leases - Lease Liability Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
2023	$ 15,091
2024	17,054
2025	17,544
2026	18,055
2027	17,745
Thereafter	34,816
Total undiscounted lease payments	120,305
Less: Tenant improvement receivables	(3,341)
Less: Present value adjustment	(16,177)
Operating lease liabilities	$ 100,787	$ 100,366

Leases - Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Lease Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Rent expense	$ 15,916	$ 7,756	$ 5,264
Variable lease payments	3,696	1,650	1,357
Cash paid for amounts included in the measurement of lease liabilities	11,084	4,553	4,158
Total right-of-use assets capitalized	$ 1,826	$ 83,463	$ 5,506
Weighted-average remaining lease term (in years)	7 years 3 months 10 days
Weighted-average discount rate	3.85%

Commitments and Contingencies (Details) - Obligation to Repurchase Loans - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Loss Contingencies [Line Items]
Loan purchase obligation	$ 17.8	$ 111.3
Maximum estimate of potential loss	$ 15,551.1	$ 12,905.5

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating Loss Carryforwards [Line Items]
Income (loss) before income taxes from domestic operations	$ (109,100)	$ 133,700	$ 6,000
Increase in valuation allowance	36,400
Unrecognized tax benefits	18,474	$ 13,904	$ 1,820	$ 1,031
Increase in unrecognized tax benefits	4,600
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	1,012,000
Federal \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carry forward	40,100
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	1,400,600
State \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carry forward	$ 19,100

Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
Federal	$ 0	$ 0	$ 0
State	174	229	371
Total current tax expense	174	229	371
Deferred:
Federal	41	(1,435)	0
State	(624)	(506)	0
Total deferred tax expense	(583)	(1,941)	0
(Benefit) provision for income taxes	$ (409)	$ (1,712)	$ 371

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