Upstart Holdings, Inc. Common stock Amends Material Event Report

Amendment to Current Report (Form 8-K/A) dated August 5, 2025: Upstart Holdings, Inc. corrected an error in its diluted Adjusted Net Income (Loss) Per Share for the three- and six-month periods ended June 30, 2025.

Rhea-AI Filing Summary

Amendment to Current Report (Form 8-K/A) dated August 5, 2025: Upstart Holdings, Inc. corrected an error in its diluted Adjusted Net Income (Loss) Per Share for the three- and six-month periods ended June 30, 2025.

The corrected diluted adjusted EPS is $0.40 for the three months and $0.70 for the six months ended June 30, 2025. The amendment states these corrections do not affect net income (loss) per share, basic or diluted weighted-average share counts, the Companys financial outlook for the quarter ending September 30, 2025, or other published results.

Insights

Financial Analyst

TL;DR: Correction raises diluted adjusted EPS for Q2 and six months; GAAP EPS and guidance unchanged, limited investor impact.

The amendment corrects diluted Adjusted Net Income (Loss) Per Share to $0.40 (three months) and $0.70 (six months) versus previously reported $0.36 and $0.62. The filing explicitly states no change to net income per share, share counts, or forward guidance for Q3 2025, indicating the correction is isolated to an adjusted, non-GAAP metric. For valuation models relying on adjusted EPS, forecasts should be updated to reflect the corrected per-share figures; however, GAAP-based metrics and stated outlook remain unchanged, implying minimal fundamental impact.

Corporate Governance Expert

TL;DR: Administrative correction to prior press release; disclosure practice is appropriate but highlights need for accuracy.

The Company filed a Form 8-K/A to amend its previously furnished press release and attached a corrected Exhibit 99.1. The amendment limits the correction to diluted Adjusted Net Income (Loss) Per Share and affirms no other changes. Filing the amendment and restated press release is consistent with disclosure obligations. The item does not disclose new operational or financial developments beyond the corrected non-GAAP figures.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

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Accepted by SEC EDGAR 08/06/2025 - 06:30 AM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

August 5, 2025

Date of Report (Date of earliest event reported)

Upstart Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-39797			46-4332431
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

2950 S. Delaware Street, Suite 410

San Mateo, CA 94403

(Address of principal executive offices, including zip code)

(833) 212-2461

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

UPST

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                         ☐

Item 2.02 Results of Operations and Financial Condition.

On August 5, 2025, Upstart Holdings, Inc. (the “Company”) furnished a Current Report on Form 8-K that included a press release reporting its financial results for the fiscal quarter ended June 30, 2025 (the “Original Form 8-K”). This Current Report on Form 8-K/A amends the Original Form 8-K solely for the purpose of correcting an error with respect to the Company’s diluted Adjusted Net Income (Loss) Per Share for the three and six months ended June 30, 2025. The Company previously reported diluted Adjusted Net Income (Loss) Per Share of $0.36 and $0.62 as of the three and six months ended June 30, 2025, respectively. The corrected diluted Adjusted Net Income (Loss) Per Share is $0.40 and $0.70 as of the three and six months ended June 30, 2025, respectively.

The correction does not impact any other published results for the quarter ended June 30, 2025, including the Company's net income (loss) per share. This correction also has no impact on the Company's basic weighted-average share count or diluted weighted-average share count included in the Company’s financial outlook for the fiscal quarter ending September 30, 2025.

A copy of the corrected press release is attached as Exhibit 99.1 to this Current Report on Form 8-K/A and is incorporated herein by reference. The information in this Current Report on Form 8-K/A and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Other than correction of the error discussed in this Current Report on Form 8-K/A, no other changes have been made to the Original Form 8-K or the press release furnished therewith.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release issued by Upstart Holdings, Inc. dated August 5, 2025 (Corrected)
104						Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Upstart Holdings, Inc.
Dated: August 6, 2025			By:			/s/ Sanjay Datta
						Sanjay Datta
						Chief Financial Officer