Financial Data and Key Metrics Changes - In Q1 2025, total revenue reached approximately $213 million, representing a 67% year-on-year growth [26] - Adjusted EBITDA was $43 million, indicating a significant scaling in operating leverage [29] - GAAP net loss was $2 million, which was better than expectations, reflecting strong performance on net interest income [28] Business Line Data and Key Metrics Changes - Platform originations grew 89% year-on-year, with personal loan originations flat sequentially but up 83% year-on-year [5][9] - Home and Auto lending saw sequential growth rates of 5242% and 42% respectively, with auto lending growing almost 5x compared to a year ago [6][13] - HELOC originations grew 52% quarter-on-quarter and more than 6x year-on-year [16] Market Data and Key Metrics Changes - The volume of loan transactions across the platform was approximately 241,000, up 102% from the prior year [27] - Average loan size increased to approximately $8,865 from $8,580 in the prior quarter [27] - The Upstart Macro Index remains elevated but stable, indicating improving consumer financial health [6] Company Strategy and Development Direction - The company aims to return to GAAP net income profitability in the second half of the year, with a focus on expanding both core and newer products [21][33] - Upstart is prioritizing AI advancements, with a goal to enhance its leadership in AI lending and improve risk models [20][24] - The company is diversifying its funding sources, with over 50% of loan funding now in committed partnership agreements [30] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in adapting to changing macroeconomic conditions, noting that credit performance has remained stable despite recent market turbulence [7][31] - The company is cautious about potential risks from reinflation and is planning for a steady macro environment [31] - Guidance for Q2 includes total revenues of approximately $225 million, with expectations for continued strong demand for credit [32] Other Important Information - The company has signed a one-year agreement with Walmart's FinTech, One Pay, to make its products available to Walmart customers [36] - Upstart's HELOC product has expanded its footprint to 37 states plus Washington D.C., covering almost 75% of the U.S. population [16] Q&A Session Summary Question: Can you talk about the Walmart partnership? - Management confirmed a one-year agreement with Walmart's FinTech, emphasizing the alignment of values in delivering consumer value [36][37] Question: Any trends in April and early May? - Management indicated that guidance captures the current trends, providing limited additional color [39] Question: Thoughts on conversion rates for the remainder of the year? - Management expects conversion rates to improve with better models and automation, aiming to reach around 20% [45] Question: Why is the 2025 outlook not higher despite new funding? - Management clarified that funding is not the gating item for growth; rather, it is the economic acquisition of the right borrowers [102] Question: How are funding partners reacting to market volatility? - Management reported no pullbacks from committed capital partners, indicating resilience in funding sources [70] Question: How is Upstart adapting to macroeconomic changes? - Management emphasized the adaptability of their models and a conservative approach to planning, with no assumptions of Fed rate cuts this year [74]

Financial Data and Key Metrics Changes - Total revenue for Q1 2025 was approximately $213 million, representing a 67% year-on-year increase [26] - Adjusted EBITDA reached $43 million, marking a significant improvement in operating leverage [30] - GAAP net loss was $2 million, which was better than expectations, reflecting strong net interest income performance [30] Business Line Data and Key Metrics Changes - Platform originations grew 89% year-on-year, with personal loan originations up 83% year-on-year [5][8] - Home and Auto lending saw sequential growth rates of 5242% and 42% respectively [6][13] - HELOC originations grew 52% quarter-on-quarter and more than 6x year-on-year [16] Market Data and Key Metrics Changes - The volume of loan transactions across the platform was approximately 241,000, up 102% from the prior year [27] - Average loan size increased to approximately $8,865 from $8,580 in the prior quarter [28] - The Upstart Macro Index remains elevated but stable, indicating improving consumer financial health [6] Company Strategy and Development Direction - The company aims to return to GAAP net income profitability in the second half of 2025 [22] - Focus on enhancing AI capabilities and expanding product offerings to maintain competitive advantage [21] - Plans to diversify funding sources and strengthen partnerships, with over 50% of loan funding in committed partnerships [31] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in adapting to changing macroeconomic conditions, despite potential risks from government trade policies [7] - The macroeconomic environment is expected to remain stable, with no explicit expectation of rate cuts [32] - Management remains cautious about fixed costs and hiring, reflecting a conservative approach to business planning [75] Other Important Information - The company has signed a one-year agreement with Walmart's fintech subsidiary, One Pay, to offer products to Walmart customers [36] - The introduction of machine learning techniques, such as embeddings, is expected to enhance credit performance predictions [12] Q&A Session Summary Question: Can you talk about the Walmart partnership? - The company signed a one-year agreement with Walmart's fintech, One Pay, to make products available to Walmart customers, which has already been launched [36][37] Question: Can you provide trends in April and early May? - Management indicated that guidance captures the current quarter's trends, providing limited additional color [39] Question: How should we think about conversion rates for the remainder of the year? - Conversion rates increased from 14% to 19%, with expectations to drive them higher through improved models and automation [44] Question: Why was the 2025 outlook not increased despite new funding? - The company was never short of funding; the gating item is the economic acquisition of the right borrowers [104] Question: How have funding partners reacted to market volatility? - Committed partnerships are performing as designed, with no pullbacks from private credit partners or banks [72] Question: How is the company adapting to macroeconomic changes? - The company relies on adaptive models and conservatism in planning, with no assumptions of Fed rate cuts this year [75]

Financial Data and Key Metrics Changes - Total revenue for Q1 2025 was approximately $213 million, representing a 67% year-on-year increase [27] - Revenue from fees was $185 million, up 34% year-on-year, while net interest income was approximately $28 million, exceeding expectations by $13 million [28] - Adjusted EBITDA reached $43 million, indicating significant operating leverage [30] Business Line Data and Key Metrics Changes - Platform originations grew 89% year-on-year, with personal loan originations flat sequentially but up 83% year-on-year [7][10] - Home and Auto lending saw sequential growth rates of 5242% and 42% respectively, with auto lending growing almost 5x compared to a year ago [8][14] - HELOC originations grew 52% quarter-on-quarter and more than 6x year-on-year [17] Market Data and Key Metrics Changes - The volume of loan transactions across the platform was approximately 241,000, up 102% from the prior year [28] - Average loan size increased to approximately $8,865 from $8,580 in the prior quarter [28] - The Upstart Macro Index remains elevated but stable, indicating improving consumer financial health [9] Company Strategy and Development Direction - The company aims to 10x its leadership in AI, focusing on model improvements and automation to enhance conversion rates [21] - Plans to return to GAAP net income profitability in the second half of the year, with a focus on expanding both core and new products [23] - The strategy includes diversifying into super prime loans while maintaining competitive rates and processes [24][66] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in adapting to changing macroeconomic conditions, noting that credit performance has remained stable despite recent market turbulence [9][27] - The company is cautious about potential risks from reinflation and is planning for a steady macro environment without expecting rate cuts [32][33] - Management remains optimistic about the demand for personal loans, particularly as the tax season ends [56] Other Important Information - The company signed a one-year agreement with Walmart's FinTech subsidiary, One Pay, to offer its products to Walmart customers [37][38] - A universal shelf and a $500 million at-the-market program were established to enhance balance sheet flexibility [31] Q&A Session Summary Question: Can you talk about the Walmart partnership? - The company signed a one-year agreement with Walmart's One Pay to make its products available to Walmart customers, which has already been launched [37][38] Question: Can you provide trends in April and early May? - Management indicated that guidance captures the current quarter's trends, providing limited additional color [40] Question: How should we think about conversion rates for the remainder of the year? - Conversion rates grew from 14% to 19%, with expectations to drive them higher through better models and automation [45] Question: Why was the 2025 outlook not increased despite new funding? - The company was never short of funding; the gating item for growth is the economic acquisition of the right borrowers [102] Question: How have funding partners reacted to market volatility? - Committed partnerships have performed as designed, with no pullbacks from private credit partners or banks [71] Question: How is the company adapting to macroeconomic changes? - The company relies on adaptive models and has built conservatism into its planning, ensuring readiness for macro changes [74]

Q1 2025 Financial Performance - Originations reached $2.1 billion, an increase of 89% year-over-year[9, 13] - Total revenue was $213 million, up 67% year-over-year[9, 19] - The company achieved near breakeven GAAP net loss of ($2 million)[9] - Adjusted EBITDA was $43 million, representing a 20% margin[9, 25] - Contribution profit was $102 million, with a 55% contribution margin, reflecting expansion into super-prime and new products[22] Q1 2025 Loan Metrics - 241,000 loans were transacted with a 19.1% conversion rate[16] - Personal loan originations grew 83% year-over-year to $2.0 billion[39] - Auto originations grew 5X since Q1 2024 to $61 million, a 42% sequential increase[45] - Home originations grew 6X since Q1 2024 to $41 million, a 52% sequential increase[49] - 92% of loans were fully automated, with no human intervention by Upstart[33, 36] Q2 2025 and FY 2025 Outlook - Q2 2025 total revenue is projected at $225 million[26] - Q2 2025 revenue from fees, net is projected at $210 million[26] - Q2 2025 net interest income is projected at $15 million[26] - FY 2025 total revenue is projected at $1.01 billion[26] - FY 2025 revenue from fees, net is projected at $920 million[26] - FY 2025 net interest income is projected at $90 million[26] - The company anticipates positive GAAP net income in the second half of 2025 and for the full year[26] - FY 2025 Adjusted EBITDA Margin is expected to be 19% of total revenue[26]

[Special Note Regarding Forward-Looking Statements](index=4&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) The report contains forward-looking statements subject to substantial risks and uncertainties, cautioning against undue reliance - Forward-looking statements relate to future financial performance, AI model improvements, loan volume, funding strategy, capital allocation, competitive interest rates, brand building, marketing, macroeconomic events, credit performance, banking industry impact, growth management, regulatory compliance, strategic investments, new markets, third-party relationships, fraud protection, loan servicing, competition, intellectual property, corporate funding, employee retention, internal controls, and litigation[10](index=10&type=chunk)[14](index=14&type=chunk) - Readers are cautioned that **actual results may differ materially** from forward-looking statements due to risks, including those detailed in the "Risk Factors" section[12](index=12&type=chunk) [PART I. FINANCIAL INFORMATION](index=7&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents the company's unaudited condensed consolidated financial statements and related notes [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets show a decrease in total assets and liabilities, resulting in an increase in total stockholders' equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | Dec 31, 2024 (in thousands) | Mar 31, 2025 (in thousands) | Change (in thousands) | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | $788,422 | $599,778 | $(188,644) | | Restricted cash | $187,841 | $239,750 | $51,909 | | Loans (at fair value) | $806,304 | $814,677 | $8,373 | | Total assets | $2,366,958 | $2,296,277 | $(70,681) | | Borrowings | $1,402,168 | $1,334,863 | $(67,305) | | Total liabilities | $1,733,740 | $1,619,635 | $(114,105) | | Total stockholders' equity | $633,218 | $676,642 | $43,424 | - Loans at fair value contributed as collateral for consolidated securitization **decreased from $102.9 million to $88.9 million**[23](index=23&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) The company reported a significant increase in total revenue and a substantial reduction in net loss for Q1 2025 year-over-year Condensed Consolidated Statements of Operations Highlights (in thousands) | Metric | Three Months Ended Mar 31, 2024 (in thousands) | Three Months Ended Mar 31, 2025 (in thousands) | Change (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue from fees, net | $138,068 | $185,475 | $47,407 | 34% | | Total interest income, interest expense, and fair value adjustments, net | $(10,274) | $27,896 | $38,170 | 372% | | Total revenue | $127,794 | $213,371 | $85,577 | 67% | | Total operating expenses | $195,262 | $217,867 | $22,605 | 12% | | Loss from operations | $(67,468) | $(4,496) | $62,972 | -93% | | Net loss | $(64,598) | $(2,447) | $62,151 | -96% | | Net loss per share, basic | $(0.74) | $(0.03) | $0.71 | -96% | - Fair value and other adjustments, net, **improved significantly from a loss of $(50,731) thousand in Q1 2024 to a loss of $(5,652) thousand in Q1 2025**[30](index=30&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity increased due to higher additional paid-in capital and a significantly reduced net loss Condensed Consolidated Statements of Stockholders' Equity Highlights (in thousands) | Metric | Dec 31, 2024 (in thousands) | Mar 31, 2025 (in thousands) | Change (in thousands) | | :--- | :--- | :--- | :--- | | Common Stock (Amount) | $9 | $10 | $1 | | Additional Paid-in Capital | $1,044,366 | $1,090,236 | $45,870 | | Accumulated Deficit | $(411,157) | $(413,604) | $(2,447) | | Total Stockholders' Equity | $633,218 | $676,642 | $43,424 | - Issuance of common stock upon exercise of stock options contributed **$8.2 million to additional paid-in capital in Q1 2025**, up from $1.2 million in Q1 2024[33](index=33&type=chunk) - Stock-based compensation expense was **$32.9 million in Q1 2025**, a decrease from $36.3 million in Q1 2024[33](index=33&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The company shifted from net cash provided by operations to net cash used, resulting in a significant decrease in total cash Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Three Months Ended Mar 31, 2024 (in thousands) | Three Months Ended Mar 31, 2025 (in thousands) | Change (in thousands) | | :--- | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $44,337 | $(13,486) | $(57,823) | | Net cash used in investing activities | $(37,547) | $(78,569) | $(41,022) | | Net cash used in financing activities | $(35,426) | $(44,680) | $(9,254) | | Change in cash, cash equivalents and restricted cash | $(28,636) | $(136,735) | $(108,099) | | Cash, cash equivalents and restricted cash at end of period | $439,151 | $839,528 | $400,377 | - Purchases and originations of loans held-for-investment **increased significantly from $46.1 million in Q1 2024 to $149.9 million in Q1 2025**[35](index=35&type=chunk) - Proceeds from warehouse borrowings **decreased from $74.3 million in Q1 2024 to $53.7 million in Q1 2025**, while repayments increased from $110.2 million to $122.3 million[37](index=37&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed disclosures and explanations for the figures presented in the financial statements [1. Description of Business and Significant Accounting Policies](index=13&type=section&id=1.%20Description%20of%20Business%20and%20Significant%20Accounting%20Policies) Upstart applies AI models to consumer credit underwriting via a cloud-based lending marketplace in the U.S - Upstart uses AI models and cloud applications for consumer credit underwriting, connecting consumers with lending partners through its proprietary marketplace[39](index=39&type=chunk) - The company reclassified a portion of "payable to investors" from operating to financing activities in the condensed consolidated statement of cash flows, related to fiduciary cash held for institutional investors[42](index=42&type=chunk)[44](index=44&type=chunk) - The company adopted ASU 2023-08 on crypto assets, which had no impact, and is evaluating ASU 2023-09 (income tax disclosures), ASU 2024-03/2025-01 (expense disaggregation), and ASU 2024-04 (convertible debt) for future impact[48](index=48&type=chunk)[49](index=49&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) [2. Revenue](index=16&type=section&id=2.%20Revenue) Total revenue from fees increased by 34% year-over-year, driven by higher transaction volume Revenue from Fees, Net (in thousands) | Revenue Component | Three Months Ended Mar 31, 2024 (in thousands) | Three Months Ended Mar 31, 2025 (in thousands) | Change (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Platform and referral fees, net | $103,859 | $150,975 | $47,116 | 45% | | Servicing and other fees, net | $34,209 | $34,500 | $291 | 1% | | Total revenue from fees, net | $138,068 | $185,475 | $47,407 | 34% | Interest Income, Interest Expense, and Fair Value Adjustments, Net (in thousands) | Interest & Fair Value Component | Three Months Ended Mar 31, 2024 (in thousands) | Three Months Ended Mar 31, 2025 (in thousands) | Change (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Interest income | $51,171 | $40,568 | $(10,603) | -21% | | Interest expense | $(10,714) | $(7,020) | $3,694 | 34% | | Fair value and other adjustments, net | $(50,731) | $(5,652) | $45,079 | 89% | | Total interest income, interest expense, and fair value adjustments, net | $(10,274) | $27,896 | $38,170 | 372% | - The decrease in unfavorable fair value adjustments was primarily due to a **$31.7 million decrease in fair value loss on beneficial interests**, an $8.3 million decrease in unrealized loss and loan charge-offs, and a $5.1 million decrease in realized loss on loan sales[333](index=333&type=chunk) [3. Variable Interest Entities](index=22&type=section&id=3.%20Variable%20Interest%20Entities) The company consolidates VIEs where it is the primary beneficiary, with total consolidated VIE assets decreasing Consolidated VIEs Financial Summary (in thousands) | Consolidated VIEs (in thousands) | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Total assets | $812,109 | $789,988 | | Total liabilities | $287,574 | $205,496 | | Total net assets | $524,535 | $584,492 | - The company completed a private securitization securities offering (UPST 2023-2) on July 6, 2023, retaining eligible vertical interests and consolidating associated entities as the primary beneficiary[82](index=82&type=chunk)[85](index=85&type=chunk) - Unconsolidated VIEs associated with securitizations had total assets of **$449.8 million** and maximum exposure to losses of **$23.2 million** as of March 31, 2025[93](index=93&type=chunk)[98](index=98&type=chunk) [4. Beneficial Interests](index=25&type=section&id=4.%20Beneficial%20Interests) Beneficial interest assets increased in fair value, while liabilities decreased, and maximum exposure to losses grew Beneficial Interests Fair Value (in thousands) | Beneficial Interest (in thousands) | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Total beneficial interest assets | $176,848 | $216,578 | | Beneficial interest liabilities | $10,089 | $4,032 | - Fair value adjustments and realized gains (losses) on beneficial interests, net, **shifted from a loss of $(14,034) thousand in Q1 2024 to a gain of $17,665 thousand in Q1 2025**[102](index=102&type=chunk) Maximum Exposure to Losses from Beneficial Interests (in thousands) | Maximum Exposure to Losses (in thousands) | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Cash and cash equivalents | $85,105 | $90,726 | | Restricted cash | $84,065 | $111,458 | | Beneficial interests | $204,814 | $228,291 | | Other assets - Line of credit receivable | $54,780 | $79,636 | | Loans | $30,579 | $43,455 | | Total | $459,343 | $553,566 | [5. Fair Value Measurement](index=30&type=section&id=5.%20Fair%20Value%20Measurement) The company measures various assets and liabilities at fair value, primarily classified as Level 3 [Fair Value Measured Items](index=30&type=section&id=Fair%20Value%20Measured%20Items) Assets and Liabilities Measured at Fair Value (in thousands) | Fair Value Measured Items (in thousands) | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Assets: | | | | Loans | $806,304 | $814,677 | | Beneficial interest assets | $176,848 | $216,578 | | Line of credit receivable | $56,269 | $81,780 | | Loan servicing assets | $27,439 | $28,886 | | Notes receivable and residual certificates | $22,055 | $19,471 | | Total assets | $1,090,779 | $1,162,521 | | Liabilities: | | | | Payable to securitization note holders | $87,321 | $75,904 | | Trailing fee liabilities | $4,614 | $4,574 | | Beneficial interest liabilities | $10,089 | $4,032 | | Loan servicing liabilities | $1,180 | $1,487 | | Total liabilities | $103,204 | $85,997 | - All listed financial instruments measured at fair value are **classified as Level 3**, indicating significant unobservable inputs[106](index=106&type=chunk)[107](index=107&type=chunk) [Loans](index=30&type=section&id=Loans) The fair value of total loans increased slightly, with a notable shift from held-for-sale to held-for-investment loans Fair Value of Loans by Classification (in thousands) | Loan Type (in thousands) | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Loans held-for-sale | $405,812 | $347,749 | | Loans held-for-investment | $297,543 | $378,012 | | Loans held in consolidated securitization | $102,949 | $88,916 | | Total | $806,304 | $814,677 | - Loans held-for-sale **decreased by $58.1 million**, while loans held-for-investment **increased by $80.5 million**[110](index=110&type=chunk) - The fair value of loans is sensitive to changes in discount and credit loss rates, with a **10% adverse change in credit loss rates leading to a $7.8 million decrease in fair value** as of March 31, 2025[121](index=121&type=chunk) [Line of Credit Receivable](index=35&type=section&id=Line%20of%20Credit%20Receivable) The fair value of the line of credit receivable increased primarily due to new issuances Line of Credit Receivable Fair Value (in thousands) | Line of Credit Receivable (in thousands) | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Fair value | $56,269 | $81,780 | - **Issuances of $24.9 million** contributed to the increase in fair value during Q1 2025[135](index=135&type=chunk) [Assets and Liabilities related to Securitization Transactions](index=36&type=section&id=Assets%20and%20Liabilities%20related%20to%20Securitization%20Transactions) Notes receivable and payables to securitization note holders both decreased in fair value, reflecting repayments Securitization Assets and Liabilities Fair Value (in thousands) | Securitization Items (in thousands) | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Notes receivable and residual certificates | $22,055 | $19,471 | | Payable to securitization note holders | $87,321 | $75,904 | - Repayments and settlements for notes receivable and residual certificates were **$2.7 million in Q1 2025**[143](index=143&type=chunk) - Repayments and settlements for payable to securitization note holders were **$11.4 million in Q1 2025**[143](index=143&type=chunk) [Loan Servicing Assets and Liabilities](index=39&type=section&id=Loan%20Servicing%20Assets%20and%20Liabilities) Loan servicing assets and liabilities both increased and are sensitive to market-servicing rates Loan Servicing Assets and Liabilities Fair Value (in thousands) | Loan Servicing (in thousands) | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Assets | $27,439 | $28,886 | | Liabilities | $1,180 | $1,487 | - A **10% increase in market-servicing rates** would decrease the fair value of loan servicing assets by **$7.1 million** as of March 31, 2025[155](index=155&type=chunk) [Beneficial Interests](index=41&type=section&id=Beneficial%20Interests) Beneficial interest assets increased while liabilities decreased, with high sensitivity to credit risk rate spreads Beneficial Interests Fair Value (in thousands) | Beneficial Interests (in thousands) | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Assets | $176,848 | $216,578 | | Liabilities | $10,089 | $4,032 | - A **10% adverse change in expected credit risk rate spreads** would decrease beneficial interest assets by **$53.9 million** and increase liabilities by **$11.4 million** as of March 31, 2025[167](index=167&type=chunk) [Trailing Fee Liabilities](index=46&type=section&id=Trailing%20Fee%20Liabilities) Trailing fee liabilities remained stable with immaterial sensitivity to changes in key assumptions Trailing Fee Liabilities Fair Value (in thousands) | Trailing Fee Liabilities (in thousands) | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Fair value | $4,614 | $4,574 | - The fair value sensitivity of trailing fee liabilities to adverse changes in key assumptions **does not result in a material impact**[173](index=173&type=chunk) [6. Goodwill and Intangible Assets](index=48&type=section&id=6.%20Goodwill%20and%20Intangible%20Assets) Goodwill remained unchanged, while net intangible assets decreased slightly due to amortization Intangible Assets, Net (in thousands) | Intangible Assets (in thousands) | Dec 31, 2024 (Net Carrying Value) | Mar 31, 2025 (Net Carrying Value) | | :--- | :--- | :--- | | Developed technology | $0 | $0 | | Customer relationships | $9,419 | $9,133 | | Total intangible assets | $9,419 | $9,133 | - **Goodwill remained constant at $67.1 million** for both periods[178](index=178&type=chunk) - Amortization expense for intangible assets was immaterial for both periods[179](index=179&type=chunk) [7. Balance Sheet Components](index=50&type=section&id=7.%20Balance%20Sheet%20Components) This section details changes in other assets, property, and accrued expenses and other liabilities Other Assets (in thousands) | Other Assets (in thousands) | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Line of credit receivable (at fair value) | $56,269 | $81,780 | | Receivables | $48,233 | $43,008 | | Loan servicing assets (at fair value) | $27,439 | $28,886 | | Prepaid expenses | $28,830 | $28,129 | | Notes receivable and residual certificates (at fair value) | $22,055 | $19,471 | | Other assets | $17,457 | $17,083 | | Intangible assets, net | $9,431 | $9,145 | | Deposits | $5,185 | $5,587 | | Interest rate caps (at fair value) | $1,864 | $1,129 | | Total other assets | $216,763 | $234,218 | Property, Equipment, and Software, Net (in thousands) | Property, Equipment, and Software, Net (in thousands) | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Internally developed software | $68,481 | $77,784 | | Total property, equipment, and software, net | $39,013 | $42,407 | Accrued Expenses and Other Liabilities (in thousands) | Accrued Expenses and Other Liabilities (in thousands) | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Accrued expenses | $37,781 | $38,321 | | Accounts payable | $12,381 | $13,344 | | Accrued payroll | $64,514 | $12,846 | | Trailing fee liability (at fair value) | $4,614 | $4,574 | | Other liabilities | $3,241 | $4,076 | | Beneficial interest liabilities (at fair value) | $10,089 | $4,032 | | Loan servicing liabilities (at fair value) | $1,180 | $1,487 | | Total accrued expenses and other liabilities | $133,800 | $78,680 | [8. Borrowings](index=52&type=section&id=8.%20Borrowings) Total borrowings decreased due to repayments of warehouse credit facilities Total Borrowings (in thousands) | Borrowings (in thousands) | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Warehouse credit facilities | $195,605 | $126,975 | | Convertible senior notes | $1,230,379 | $1,230,379 | | Total borrowings | $1,402,168 | $1,334,863 | - Warehouse credit facilities **decreased by $68.6 million**, while convertible senior notes remained constant[187](index=187&type=chunk) - The company was **in compliance with all applicable covenants** for its warehouse credit facilities as of March 31, 2025[195](index=195&type=chunk) - The company issued **$431.3 million in 2.00% convertible senior notes due 2029** and **$500.0 million in 1.00% convertible senior notes due 2030**, and repurchased $334.2 million of 2026 Notes[196](index=196&type=chunk) [9. Stockholders' Equity](index=58&type=section&id=9.%20Stockholders'%20Equity) Common stock reserved for future issuance increased, while no stock was repurchased in Q1 2025 Common Stock Reserved for Future Issuance | Common Stock Reserved for Future Issuance | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Options issued and outstanding | 10,709,898 | 10,122,309 | | Restricted stock units outstanding | 3,703,631 | 3,826,545 | | Shares available for future issuance under 2020 plan | 7,669,374 | 11,353,410 | | Shares available for issuance under employee stock purchase plan | 3,425,952 | 4,209,172 | | Total | 25,508,855 | 29,511,436 | - **No common stock repurchases were made in Q1 2025**, with **$222.1 million remaining available** under the share repurchase program[210](index=210&type=chunk) - An "at the market" offering program for up to **$500 million of common stock** was initiated on February 14, 2025, with no shares issued as of March 31, 2025[211](index=211&type=chunk)[212](index=212&type=chunk) - Total unrecognized stock-based compensation expense related to unvested stock options was **$50.8 million**, expected over 2.5 years, and for RSUs was **$143.7 million**, expected over 1.4 years[215](index=215&type=chunk)[216](index=216&type=chunk) [10. Leases](index=64&type=section&id=10.%20Leases) Operating lease liabilities totaled $47.1 million with a weighted-average remaining lease term of 3.36 years Operating Lease Liabilities (in thousands) | Lease Liabilities (in thousands) | Mar 31, 2025 | | :--- | :--- | | Total undiscounted lease payments | $52,012 | | Operating lease liabilities | $47,074 | Operating Lease Expense (in thousands) | Lease Expense (in thousands) | Three Months Ended Mar 31, 2024 | Three Months Ended Mar 31, 2025 | | :--- | :--- | :--- | | Rent expense | $3,542 | $3,571 | | Variable lease payments | $917 | $960 | - The weighted-average remaining lease term was **3.36 years**, and the weighted-average discount rate was **5.25%** as of March 31, 2025[229](index=229&type=chunk) [11. Commitments and Contingencies](index=67&type=section&id=11.%20Commitments%20and%20Contingencies) The company has various funding commitments and is involved in several ongoing legal proceedings Commitments (in thousands) | Commitments (in thousands) | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Total loan purchase commitment | $72,800 | $89,300 | | Unfunded line of credit commitments | $7,600 | $7,800 | | Commitments to fund future HELOC advances | $7,600 | $11,200 | - Maximum potential amount of future payments for loan repurchase and indemnification obligations was **$11.5 billion** as of March 31, 2025[239](index=239&type=chunk) - The **SEC closed its investigation** into the company's disclosures, including the use of AI models and loans, on March 10, 2025, and will not pursue enforcement action[253](index=253&type=chunk) - The company is a defendant in **multiple securities class action and derivative lawsuits**, with the class action certified on March 27, 2025[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk)[246](index=246&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk)[250](index=250&type=chunk)[251](index=251&type=chunk)[252](index=252&type=chunk) [12. Income Taxes](index=71&type=section&id=12.%20Income%20Taxes) The company's effective tax rate was (1.20)% for Q1 2025 due to state tax liabilities and a full valuation allowance Income Tax Metrics | Income Tax Metric | Three Months Ended Mar 31, 2024 | Three Months Ended Mar 31, 2025 | | :--- | :--- | :--- | | Provision for income taxes | $14 | $29 | | Effective tax rate | (0.02)% | (1.20)% | - The effective tax rate differs from the U.S. statutory tax rate primarily due to a **full valuation allowance on deferred tax assets**[256](index=256&type=chunk) [13. Net Loss Per Share](index=72&type=section&id=13.%20Net%20Loss%20Per%20Share) Net loss per share improved significantly to $(0.03) in Q1 2025 from $(0.74) in Q1 2024 Net Loss Per Share Data | Net Loss Per Share Metric | Three Months Ended Mar 31, 2024 | Three Months Ended Mar 31, 2025 | | :--- | :--- | :--- | | Net loss | $(64,598) | $(2,447) | | Weighted-average common shares outstanding, basic | 87,030,695 | 94,274,538 | | Net loss per share, basic | $(0.74) | $(0.03) | | Net loss per share, diluted | $(0.74) | $(0.03) | - Potentially dilutive securities, including stock options, RSUs, ESPP purchase rights, and convertible debt, were **excluded from diluted EPS calculation due to the net loss**[260](index=260&type=chunk) [14. Segment Information](index=73&type=section&id=14.%20Segment%20Information) The company operates in three segments, with Personal Lending being the only reportable segment - The company has three operating segments: Personal Lending (unsecured personal loans and small dollar loans), Auto Lending (auto refinance and auto retail loans), and Other (HELOCs and other)[261](index=261&type=chunk) - **Only Personal Lending meets the definition of a reportable segment**[261](index=261&type=chunk) Personal Lending Segment Performance (in thousands) | Personal Lending Metrics (in thousands) | Three Months Ended Mar 31, 2024 | Three Months Ended Mar 31, 2025 | Change (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue from fees, net | $135,414 | $182,580 | $47,166 | 34.8% | | Borrower acquisition costs | $(23,194) | $(45,141) | $(21,947) | 94.6% | | Borrower verification and servicing costs | $(26,950) | $(29,474) | $(2,524) | 9.4% | | Contribution Profit | $85,270 | $107,965 | $22,695 | 26.6% | [15. Subsequent Events](index=75&type=section&id=15.%20Subsequent%20Events) No subsequent events requiring recognition or disclosure were identified after the reporting period - No material subsequent events were identified that required additional recognition or disclosure[271](index=271&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=76&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results, highlighting AI's role, funding strategy, and improved operating metrics - Upstart uses AI models and cloud applications to underwrite consumer credit, connecting consumers with lending partners through its marketplace[276](index=276&type=chunk) - In Q1 2025, **60% of loan principal was purchased by institutional investors**, 29% retained by lending partners, and 11% held on Upstart's balance sheet[279](index=279&type=chunk) - Core personal loans originated in Q2 2024 or later are **forecasted to deliver returns in line with target yields**, a reversion from underperformance in earlier vintages[287](index=287&type=chunk) - The Upstart Macro Index (UMI) was approximately **1.49** as of March 31, 2025, indicating an incremental risk of approximately **49%** to repayment performance compared to baseline[293](index=293&type=chunk) Key Operating & Non-GAAP Financial Metrics | Key Operating & Non-GAAP Financial Metrics | Three Months Ended Mar 31, 2024 | Three Months Ended Mar 31, 2025 | Change (%) | | :--- | :--- | :--- | :--- | | Transaction Volume, Dollars (in thousands) | $1,130,799 | $2,133,608 | 89% | | Transaction Volume, Number of Loans | 119,380 | 240,706 | 102% | | Conversion Rate | 14.0% | 19.1% | 5.1 pp | | Percentage of Loans Fully Automated | 90% | 92% | 2 pp | | Contribution Profit (in thousands) | $81,142 | $102,372 | 26% | | Contribution Margin | 59% | 55% | -4 pp | | Adjusted EBITDA (in thousands) | $(20,339) | $42,577 | N/A | | Adjusted EBITDA Margin | (16)% | 20% | 36 pp | | Adjusted Net Income (Loss) (in thousands) | $(27,165) | $31,189 | N/A | | Adjusted Net Income (Loss) Per Share, Basic | $(0.31) | $0.33 | N/A | | Adjusted Net Income (Loss) Per Share, Diluted | $(0.31) | $0.30 | N/A | - **Transaction Volume, Dollars increased 89%** and **Number of Loans increased 102% YoY**, driven by model improvements and product initiatives[299](index=299&type=chunk) - **Conversion Rate increased to 19.1% from 14.0% YoY**, primarily due to underwriting model improvements and optimization in acquisition channels[300](index=300&type=chunk) - **Percentage of Loans Fully Automated increased to 92%** from 90% YoY[301](index=301&type=chunk) - **Total revenue increased by 67% to $213.4 million**, and **net loss decreased by 96% to $(2.4) million** in Q1 2025 compared to Q1 2024[329](index=329&type=chunk) - Sales and marketing expenses **increased by 68% to $59.0 million**, primarily due to a $23.7 million increase in advertising and borrower acquisition costs[336](index=336&type=chunk) - Engineering and product development expenses **decreased by 8% to $57.8 million**, mainly due to an $8.0 million decrease in payroll and personnel-related expenses from capitalized software development costs[338](index=338&type=chunk) - Net cash used in operating activities was **$13.5 million in Q1 2025**, a decrease from $44.3 million provided in Q1 2024[370](index=370&type=chunk) - Net cash used in investing activities increased to **$78.6 million**, primarily due to **$149.9 million in purchases and originations of loans held-for-investment**[373](index=373&type=chunk) - As of March 31, 2025, the company held **$814.7 million in loans on its balance sheet**, with $538.2 million for R&D purposes and $187.6 million in core personal loans[375](index=375&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=93&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks including discount rate, credit, counterparty, and interest rate risk - The company is exposed to market discount rate risk on **$725.8 million of loans** as of March 31, 2025; a **100 basis point increase in discount rate would decrease fair value by $8.8 million**[384](index=384&type=chunk) - Loans held in consolidated securitization (**$88.9 million** as of March 31, 2025) are not materially sensitive to discount rate changes[385](index=385&type=chunk) - Beneficial interest assets (**$216.6 million** as of March 31, 2025) are sensitive to discount rate changes; a **100 basis point increase would decrease fair value by $3.7 million**[387](index=387&type=chunk) - The company is exposed to credit risk on **$725.8 million of loans** as of March 31, 2025; a **10% increase in credit risk would decrease fair value by $7.8 million**[390](index=390&type=chunk) - Beneficial interest assets and liabilities are highly sensitive to credit risk rate spreads; a **10% adverse change would decrease assets by $53.9 million and increase liabilities by $11.4 million** as of March 31, 2025[392](index=392&type=chunk) - The company held **$839.5 million in cash, cash equivalents, and restricted cash** as of March 31, 2025, with $162.3 million held by an institutional investor, mitigated by corporate guarantees[394](index=394&type=chunk)[395](index=395&type=chunk) - The company is exposed to interest rate risk on **$127.0 million under warehouse credit facilities**, which bear floating interest rates[397](index=397&type=chunk) [Item 4. Controls and Procedures](index=96&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2025 - Disclosure controls and procedures were evaluated and **deemed effective** as of March 31, 2025[400](index=400&type=chunk) - **No material changes** in internal control over financial reporting occurred during Q1 2025[401](index=401&type=chunk) - Management acknowledges inherent limitations in control systems, which can only provide **reasonable assurance** against errors and fraud[402](index=402&type=chunk) [PART II. OTHER INFORMATION](index=97&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=97&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 11 for a description of material pending legal proceedings - Material pending legal proceedings are detailed in "Note 11. Commitments and Contingencies" and "Risk Factors"[403](index=403&type=chunk) [Item 1A. Risk Factors](index=98&type=section&id=Item%201A.%20Risk%20Factors) Investing in the company's common stock involves a high degree of risk related to economic conditions, funding, and regulations - Business is adversely affected by uncontrollable economic conditions (interest rates, inflation, recession, banking disruptions)[410](index=410&type=chunk) - Inability to maintain **diverse and resilient loan funding** from institutional investors or manage committed capital risks could harm growth[414](index=414&type=chunk)[415](index=415&type=chunk) - **AI models' ineffectiveness or errors**, especially in predicting economic impacts, could lead to higher losses and reduced demand[418](index=418&type=chunk)[420](index=420&type=chunk) - Reliance on a few top lending partners (**83% of Q1 2025 transaction volume from top three**) poses concentration risk[453](index=453&type=chunk) - Reputation and brand are critical; **negative publicity, regulatory scrutiny (e.g., AI bias, "true lender" challenges)**, or misconduct could adversely affect the business[454](index=454&type=chunk)[455](index=455&type=chunk)[461](index=461&type=chunk)[462](index=462&type=chunk)[463](index=463&type=chunk) - The business is subject to a wide range of evolving federal, state, and local laws and regulations, with **non-compliance potentially leading to fines, penalties, and operational restrictions**[466](index=466&type=chunk)[467](index=467&type=chunk)[468](index=468&type=chunk)[469](index=469&type=chunk)[471](index=471&type=chunk)[472](index=472&type=chunk) - **Substantially all revenue is from unsecured personal loans**, making the company susceptible to fluctuations in that market[480](index=480&type=chunk) - **Security breaches, improper data access**, or other security incidents could harm reputation, operations, and expose the company to liability[505](index=505&type=chunk)[506](index=506&type=chunk)[507](index=507&type=chunk)[509](index=509&type=chunk)[510](index=510&type=chunk) - The company relies on third-party vendors and loan aggregators; their inadequate performance or termination of relationships could increase costs and adversely affect the business[568](index=568&type=chunk)[570](index=570&type=chunk) - The company's **convertible senior notes and warehouse credit facilities** expose it to indebtedness risks, including repayment obligations and covenant compliance[649](index=649&type=chunk)[650](index=650&type=chunk)[652](index=652&type=chunk)[659](index=659&type=chunk)[660](index=660&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=160&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or repurchases of common stock occurred during Q1 2025 - **No repurchases of common stock** were made during Q1 2025[694](index=694&type=chunk) [Item 3. Defaults Upon Senior Securities](index=160&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the company for the reporting period - Not applicable[695](index=695&type=chunk) [Item 4. Mine Safety Disclosures](index=160&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company for the reporting period - Not applicable[696](index=696&type=chunk) [Item 5. Other Information](index=161&type=section&id=Item%205.%20Other%20Information) The Chief Technology Officer adopted a Rule 10b5-1 trading arrangement during the quarter - **Paul Gu, CTO, adopted a Rule 10b5-1 trading arrangement** on February 26, 2025, to sell up to 656,500 shares by May 31, 2026[698](index=698&type=chunk) - No other officers or directors modified or terminated trading arrangements during Q1 2025[699](index=699&type=chunk) [Item 6. Exhibits](index=162&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q - The Sales Agreement dated February 14, 2025, between the company and BTIG, LLC is listed as Exhibit 10.1[702](index=702&type=chunk) - Certifications of the Principal Executive Officer and Principal Financial Officer (Exhibits 31.1, 31.2, 32.1) and Inline XBRL documents are filed[702](index=702&type=chunk) - Exhibit 32.1 certifications are not deemed filed with the SEC and are not incorporated by reference into other filings[703](index=703&type=chunk) [Signatures](index=163&type=section&id=Signatures) The report is signed by the Chief Executive Officer and Chief Financial Officer on May 6, 2025 - The report was signed by **Dave Girouard (CEO)** and **Sanjay Datta (CFO)** on May 6, 2025[707](index=707&type=chunk)

Executive Summary & Business Overview [First Quarter 2025 Highlights](index=1&type=section&id=First%20Quarter%202025%20Highlights) Upstart achieved significant financial and operational growth in Q1 2025, with substantial year-over-year increases in transaction volume and total revenue, alongside a notable narrowing of operating and net losses, and a positive adjusted EBITDA | Metric | Q1 2024 | Q1 2025 | Change (YoY) | | :-------------------------------- | :-------- | :-------- | :---------- | | Transaction Volume (Loans) | 119,380 | 240,706 | +102% | | Transaction Volume (USD Million) | $113 Million | $210 Million | +89% | | Conversion Rate | 14.0% | 19.1% | +5.1% | | Total Revenue | $127.8 Million | $213 Million | +67% | | Fee Revenue | $138.1 Million | $185 Million | +34% | | GAAP Operating Loss | ($67.5) Million | ($4.5) Million | Significantly Improved | | GAAP Net Loss | ($64.6) Million | ($2.4) Million | Significantly Improved | | Contribution Profit | $81.1 Million | $102 Million | +26% | | Contribution Margin | 59% | 55% | -4% | | Adjusted EBITDA | ($20.3) Million | $42.6 Million | Turned Positive | | Adjusted EBITDA Margin | (16)% | 20% | +36% | [Financial Outlook](index=1&type=section&id=Financial%20Outlook) Upstart provides financial expectations for Q2 and full-year 2025, anticipating continued revenue growth and a projected GAAP net profit in the second half of the year 2025 Second Quarter Financial Outlook | Metric | Expected Amount | | :-------------------------------- | :------------- | | Total Revenue | Approximately $225 Million | | Fee Revenue | Approximately $210 Million | | Net Interest Income (Loss) | Approximately $15 Million | | Contribution Margin | Approximately 55% | | GAAP Net Income (Loss) | Approximately ($10) Million | | Adjusted Net Income (Loss) | Approximately $25 Million | | Adjusted EBITDA | Approximately $37 Million | | Basic Weighted Average Shares | Approximately 96 Million Shares | | Diluted Weighted Average Shares | Approximately 104 Million Shares | 2025 Full Year Financial Outlook | Metric | Expected Amount | | :-------------------------------- | :------------- | | Total Revenue | Approximately $1.01 Billion | | Fee Revenue | Approximately $920 Million | | Net Interest Income (Loss) | Approximately $90 Million | | GAAP Net Income | Positive in H2, Positive for Full Year | | Adjusted EBITDA Margin | Approximately 19% | [About Upstart](index=2&type=section&id=About%20Upstart) Upstart is a leading AI lending marketplace connecting consumers with banks and credit unions through its AI models and cloud applications to provide superior credit products - Upstart is a leading AI lending marketplace, connecting consumers with over 100 banks and credit unions, leveraging AI models and cloud applications to offer superior credit products[7](index=7&type=chunk) - Upstart AI enables lenders to approve more borrowers at lower interest rates and provide a superior digital-first customer experience[7](index=7&type=chunk) - Over **90% of loans are fully automated** without Upstart human intervention; platform products include personal loans, auto retail and refinancing loans, home equity lines of credit, and small "relief" loans[7](index=7&type=chunk) [Upcoming Events](index=1&type=section&id=Upcoming%20Events) Upstart will host an earnings call and webcast on May 6, 2025, and plans an "Upstart AI Day" investor event in New York City on May 14, 2025, to discuss its technology, business model, and strategy - Upstart will host its Q1 2025 earnings call and webcast on May 6, 2025, at 1:30 PM PT[2](index=2&type=chunk)[5](index=5&type=chunk) - The company will host an "Upstart AI Day" investor event in New York City on May 14, 2025, at 9:00 AM ET, where the leadership team will discuss the company's technology, business model, and strategy[6](index=6&type=chunk) [Forward-Looking Statements & Risk Factors](index=2&type=section&id=Forward-Looking%20Statements%20%26%20Risk%20Factors) This press release contains forward-looking statements regarding the Q2 and full-year 2025 outlook, based on current expectations and assumptions, subject to various risks and uncertainties that could cause actual results to differ materially - Forward-looking statements involve expectations and projections regarding future operating or financial performance, including revenue, contribution profit, net income, and adjusted EBITDA[8](index=8&type=chunk) - These statements are based on current information and management's good faith beliefs and assumptions about future events, but are subject to risks and uncertainties that could cause actual performance or results to differ materially from expectations[8](index=8&type=chunk) - Key risks include macroeconomic conditions, disruptions in banking and credit markets, ability to access loan funding, effectiveness of credit decision models, ability to retain and attract lending partners, balance sheet loan risk management, and ability to operate successfully in a highly regulated industry[9](index=9&type=chunk)[10](index=10&type=chunk) Key Operating Metrics and Non-GAAP Financial Measures [Definitions of Key Metrics](index=3&type=section&id=Definitions%20of%20Key%20Metrics) This section defines Upstart's key operating metrics used to measure market scale, efficiency, and automation, including transaction volume (USD and loan count), conversion rate, and percentage of fully automated loans - Transaction volume (USD) is defined as the total principal amount of loans (or committed amount for HELOCs) originated on the marketplace[11](index=11&type=chunk) - Transaction volume (loan count) is defined as the number of loans (or committed number for HELOCs) originated on the marketplace[11](index=11&type=chunk) - Conversion rate is defined as the loan count transaction volume for the period divided by the estimated number of legitimate rate inquiries[12](index=12&type=chunk) - Fully automated loan percentage is defined as the number of loans in a given period that required no human intervention from the company, from initial rate request to final disbursement (or loan agreement signing), as a percentage of total loans[13](index=13&type=chunk) [Non-GAAP Financial Measures Definitions](index=3&type=section&id=Non-GAAP%20Financial%20Measures%20Definitions) This section provides definitions for Upstart's non-GAAP financial metrics, including contribution profit, contribution margin, adjusted EBITDA, adjusted EBITDA margin, and adjusted net income (loss), designed to offer a clearer view of core business performance - Contribution profit is derived by subtracting borrower acquisition costs and borrower verification and servicing costs from fee revenue[14](index=14&type=chunk) - Adjusted EBITDA is net income (loss) adjusted to exclude stock-based compensation expense, certain payroll tax expenses, depreciation and amortization, convertible note expenses, provision for income taxes, gain on debt extinguishment, and restructuring charges[15](index=15&type=chunk) - Adjusted net income (loss) is net income (loss) excluding stock-based compensation expense, certain payroll tax expenses, and certain items unrelated to core business and ongoing operations (such as gain on debt extinguishment and restructuring charges)[16](index=16&type=chunk) Financial Statements [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, Upstart's total assets slightly decreased, primarily due to lower cash and cash equivalents, while loans (at fair value) and beneficial interests assets increased; total liabilities and stockholders' equity both decreased Condensed Consolidated Balance Sheets Summary (As of March 31) | Metric | Dec 31, 2024 ($ Thousand) | Mar 31, 2025 ($ Thousand) | Change | | :-------------------------------- | :----------------------- | :----------------------- | :----- | | Cash and Cash Equivalents | 788,422 | 599,778 | -23.9% | | Restricted Cash | 187,841 | 239,750 | +27.6% | | Loans (at Fair Value) | 806,304 | 814,677 | +1.0% | | Beneficial Interests Assets (at Fair Value) | 176,848 | 216,578 | +22.5% | | Total Assets | 2,366,958 | 2,296,277 | -3.0% | | Borrowings | 1,402,168 | 1,334,863 | -4.8% | | Payable to Holders of Securitization Notes | 87,321 | 75,904 | -13.1% | | Total Liabilities | 1,733,740 | 1,619,635 | -6.6% | | Total Stockholders' Equity | 633,218 | 676,642 | +6.9% | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) In Q1 2025, Upstart's total revenue significantly increased by 67% year-over-year, driven by higher fee revenue and substantial improvements in net interest income, interest expense, and fair value adjustments, leading to a significant narrowing of both operating and net losses Condensed Consolidated Statements of Operations and Comprehensive Loss Summary (As of March 31) | Metric ($ Thousand) | Q1 2024 | Q1 2025 | Change (YoY) | | :-------------------------------- | :--------- | :--------- | :---------- | | Fee Revenue, Net | 138,068 | 185,475 | +34.3% | | Net Interest Income, Interest Expense, and Fair Value Adjustments | (10,274) | 27,896 | Significantly Improved | | Total Revenue | 127,794 | 213,371 | +67.0% | | Sales and Marketing Expense | 35,150 | 58,970 | +67.8% | | Customer Operations Expense | 39,408 | 40,501 | +2.8% | | Engineering and Product Development Expense | 63,091 | 57,838 | -8.3% | | General, Administrative, and Other Expense | 57,613 | 60,558 | +5.1% | | Total Operating Expenses | 195,262 | 217,867 | +11.6% | | Operating Loss | (67,468) | (4,496) | Significantly Narrowed | | Net Loss | (64,598) | (2,447) | Significantly Narrowed | | Basic Net Loss Per Share | (0.74) | (0.03) | Significantly Narrowed | [Revenue from Fees Disaggregation](index=5&type=section&id=Revenue%20from%20Fees%20Disaggregation) In Q1 2025, net platform and referral fees were the primary component of Upstart's fee revenue, increasing significantly by 45.4% year-over-year, while net servicing and other fees remained relatively stable Revenue from Fees Disaggregation (As of March 31) | Fee Type ($ Thousand) | Q1 2024 | Q1 2025 | Change (YoY) | | :-------------------------------- | :--------- | :--------- | :---------- | | Platform and Referral Fees, Net | 103,859 | 150,975 | +45.4% | | Servicing and Other Fees, Net | 34,209 | 34,500 | +0.8% | | Total Fee Revenue, Net | 138,068 | 185,475 | +34.3% | [Fair Value Adjustments Components](index=7&type=section&id=Fair%20Value%20Adjustments%20Components) In Q1 2025, Upstart's net fair value adjustments significantly improved, shifting from a substantial loss in the prior year to a minor loss, primarily due to fair value adjustments and realized gains/losses on beneficial interests turning positive Fair Value Adjustments Components (As of March 31) | Adjustment Type ($ Thousand) | Q1 2024 | Q1 2025 | Change | | :-------------------------------- | :--------- | :--------- | :---------- | | Unrealized Loss on Loans, Loan Write-offs, and Other Fair Value Adjustments, Net | (29,593) | (21,326) | Improved | | Realized Loss on Loan Sales, Net | (7,104) | (1,991) | Improved | | Fair Value Adjustments and Realized Gains/Losses on Beneficial Interests, Net | (14,034) | 17,665 | Turned Positive | | Total Fair Value and Other Adjustments, Net | (50,731) | (5,652) | Significantly Improved | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) In Q1 2025, Upstart's cash flow from operating activities turned from positive to negative, mainly due to changes in net loan purchase and sale activities and a decrease in accrued expenses and other liabilities; cash outflow from investing activities increased, while cash outflow from financing activities slightly increased Condensed Consolidated Statements of Cash Flows Summary (As of March 31) | Cash Flow Type ($ Thousand) | Q1 2024 | Q1 2025 | Change | | :-------------------------------- | :--------- | :--------- | :---------- | | Net Cash from Operating Activities | 44,337 | (13,486) | Turned from Positive to Negative | | Net Cash from Investing Activities | (37,547) | (78,569) | Outflow Increased | | Net Cash from Financing Activities | (35,426) | (44,680) | Outflow Increased | | Change in Cash, Cash Equivalents, and Restricted Cash | (28,636) | (136,735) | Decrease Widened | | Cash, Cash Equivalents, and Restricted Cash at End of Period | 439,151 | 839,528 | Increased | - Net cash flow from operating activities turned from a **$44.337 million inflow in Q1 2024** to a **$13.486 million outflow in Q1 2025**[27](index=27&type=chunk) - Cash outflow from investing activities increased from **$37.547 million in Q1 2024** to **$78.569 million in Q1 2025**, primarily due to increased loan purchases and capitalized software costs[27](index=27&type=chunk) - Cash outflow from financing activities increased from **$35.426 million in Q1 2024** to **$44.680 million in Q1 2025**, mainly influenced by increased warehouse borrowing repayments[29](index=29&type=chunk) Reconciliation of GAAP to Non-GAAP Financial Measures [Key Operating and Non-GAAP Financial Metrics Summary](index=11&type=section&id=Key%20Operating%20and%20Non-GAAP%20Financial%20Metrics%20Summary) In Q1 2025, Upstart's key operating and non-GAAP financial metrics showed strong growth and significant improvement, notably a doubling of transaction volume, and both adjusted EBITDA and adjusted net income turning positive Key Operating and Non-GAAP Financial Metrics (As of March 31) | Metric | Q1 2024 | Q1 2025 | Change (YoY) | | :-------------------------------- | :--------- | :--------- | :---------- | | Transaction Volume (USD) | $1,130,799 | $2,133,608 | +88.7% | | Transaction Volume (Loans) | 119,380 | 240,706 | +101.6% | | Conversion Rate | 14.0% | 19.1% | +5.1% | | Fully Automated Loan Percentage | 90% | 92% | +2% | | Contribution Profit ($ Thousand) | $81,142 | $102,372 | +26.2% | | Contribution Margin | 59% | 55% | -4% | | Adjusted EBITDA ($ Thousand) | ($20,339) | $42,577 | Turned Positive | | Adjusted EBITDA Margin | (16)% | 20% | +36% | | Adjusted Net Income (Loss) ($ Thousand) | ($27,165) | $31,189 | Turned Positive | | Adjusted Net Income Per Share (Basic) | ($0.31) | $0.33 | Turned Positive | [Contribution Profit Reconciliation](index=12&type=section&id=Contribution%20Profit%20Reconciliation) In Q1 2025, Upstart's contribution profit increased by 26.2% year-over-year to $102.4 million, despite a slight decrease in contribution margin, primarily driven by growth in fee revenue alongside increased borrower acquisition and verification/servicing costs Contribution Profit Reconciliation (As of March 31) | Metric ($ Thousand) | Q1 2024 | Q1 2025 | Change (YoY) | | :-------------------------------- | :--------- | :--------- | :---------- | | Fee Revenue, Net | 138,068 | 185,475 | +34.3% | | Operating Loss | (67,468) | (4,496) | Significantly Improved | | Operating Margin | (49)% | (2)% | +47% | | Sales and Marketing, excluding Borrower Acquisition Costs | 10,331 | 10,408 | +0.7% | | Customer Operations, excluding Borrower Verification and Servicing Costs | 7,301 | 5,960 | -18.3% | | Net Interest Income, Interest Expense, and Fair Value Adjustments | 10,274 | (27,896) | Significant Change | | Contribution Profit | 81,142 | 102,372 | +26.2% | | Contribution Margin | 59% | 55% | -4% | - Borrower acquisition costs increased from **$24.8 million in Q1 2024** to **$48.6 million in Q1 2025**[34](index=34&type=chunk) - Borrower verification and servicing costs increased from **$32.1 million in Q1 2024** to **$34.5 million in Q1 2025**[35](index=35&type=chunk) [Adjusted EBITDA Reconciliation](index=13&type=section&id=Adjusted%20EBITDA%20Reconciliation) Upstart achieved an adjusted EBITDA of $42.6 million in Q1 2025, a significant improvement from the negative value in the prior year, with an adjusted EBITDA margin of 20%, primarily due to a substantial narrowing of net loss and adjustments for stock-based compensation, depreciation, amortization, and convertible note expenses Adjusted EBITDA Reconciliation (As of March 31) | Metric ($ Thousand) | Q1 2024 | Q1 2025 | Change (YoY) | | :-------------------------------- | :--------- | :--------- | :---------- | | Total Revenue | 127,794 | 213,371 | +67.0% | | Net Loss | (64,598) | (2,447) | Significantly Narrowed | | Net Loss Margin | (51)% | (1)% | +50% | | Stock-Based Compensation and Certain Payroll Tax Expenses | 37,433 | 33,636 | -10.1% | | Depreciation and Amortization | 5,632 | 6,400 | +13.6% | | Convertible Note Expenses | 1,180 | 4,959 | +319.9% | | Provision for Income Taxes | 14 | 29 | +107.1% | | Adjusted EBITDA | (20,339) | 42,577 | Turned Positive | | Adjusted EBITDA Margin | (16)% | 20% | +36% | [Adjusted Net Income (Loss) Reconciliation](index=14&type=section&id=Adjusted%20Net%20Income%20%28Loss%29%20Reconciliation) In Q1 2025, Upstart's adjusted net income turned profitable at $31.2 million from a loss in the prior year, with basic adjusted net income per share at $0.33, primarily achieved by excluding stock-based compensation and certain payroll tax expenses Adjusted Net Income (Loss) Reconciliation (As of March 31) | Metric | Q1 2024 | Q1 2025 | Change (YoY) | | :-------------------------------- | :--------- | :--------- | :---------- | | Net Loss ($ Thousand) | ($64,598) | ($2,447) | Significantly Narrowed | | Stock-Based Compensation and Certain Payroll Tax Expenses ($ Thousand) | 37,433 | 33,636 | -10.1% | | Adjusted Net Income (Loss) ($ Thousand) | ($27,165) | $31,189 | Turned Positive | | Basic Net Loss Per Share | ($0.74) | ($0.03) | Significantly Narrowed | | Diluted Net Loss Per Share | ($0.74) | ($0.03) | Significantly Narrowed | | Adjusted Net Income Per Share (Basic) | ($0.31) | $0.33 | Turned Positive | | Adjusted Net Income Per Share (Diluted) | ($0.31) | $0.30 | Turned Positive | | Basic Weighted Average Common Shares | 87,030,695 | 94,274,538 | +8.3% | | Diluted Weighted Average Common Shares | 87,030,695 | 103,569,446 | +19.0% |

Core Insights - Upstart Holdings, Inc. (NASDAQ: UPST) is identified as an undervalued fintech company with significant potential for growth in the current year [1] - The company's advancements in AI models and increased automation investments are contributing to improved loan performance and reduced delinquency rates, enhancing its profitability [1] Company Analysis - Upstart's AI-driven approach is leading to better loan performance, which is crucial in a macroeconomic environment characterized by uncertainty [1] - The focus on automation is expected to further streamline operations and improve financial outcomes for the company [1] Market Context - The fintech sector is experiencing challenges due to macroeconomic uncertainties, yet Upstart is positioned to capitalize on these conditions through its innovative technologies [1]

Wall Street analysts forecast that Upstart Holdings, Inc. (UPST) will report quarterly earnings of $0.19 per share in its upcoming release, pointing to a year-over-year increase of 161.3%. It is anticipated that revenues will amount to $200.74 million, exhibiting an increase of 57.1% compared to the year-ago quarter.The consensus EPS estimate for the quarter has remained unchanged over the last 30 days. This reflects how the analysts covering the stock have collectively reevaluated their initial estimates d ...

Upstart Holdings (UPST) is slated to report first-quarter 2025 results on May 6, after market close.The company expects revenues of approximately $200 million for the quarter. The Zacks Consensus Estimate is currently pegged at $200.7 million, suggesting an improvement of 57.1% year over year.The consensus mark for earnings is pegged at 19 cents per share, indicating a robust turnaround from the year-ago quarter’s loss of 31 cents per share. The consensus mark for the bottom line has remained unchanged over ...

Core Insights - Upstart Holdings, Inc. (NASDAQ: UPST) has faced significant market backlash due to its failure to meet growth expectations, which has impacted its reputation among growth investors [1] Company Overview - Upstart was previously regarded as a promising growth company due to its innovative approach in the financial technology sector [1] Market Reaction - The market is known for its harsh treatment of companies that do not fulfill their growth promises, as evidenced by the situation with Upstart [1]