Upstart (UPST) repurchases $100M in shares under $400M program

Rhea-AI Filing Summary

Upstart Holdings, Inc. disclosed that it repurchased $100 million of its common stock in open market transactions under an existing share repurchase program. The company bought 3,193,294 shares at an average price of $31.31 per share between February 12, 2026 and February 18, 2026.

These buybacks were executed pursuant to a $400 million share repurchase program authorized by the board of directors, and $122 million remains available for future repurchases under the program.

Insights

Equity Capital Markets Analyst

Upstart executed a sizable buyback tranche, signaling active use of its repurchase authorization.

Upstart Holdings committed $100 million to repurchase 3,193,294 shares at an average of $31.31 over the period from February 12, 2026 to February 18, 2026. These were open market transactions under a board-authorized program.

The program size is $400 million, with $122 million remaining authorized for additional repurchases. The actual effect on share count and per-share metrics will depend on total future repurchases and any new equity issuance disclosed in subsequent filings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

February 19, 2026

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 8.01 Other Events.

On February 19, 2026, Upstart Holdings, Inc. (NASDAQ: UPST), issued a press release announcing that it repurchased $100 million of common stock, a total of 3,193,294 shares at an average price of $31.31 per share, between February 12, 2026 and February 18, 2026 in open market transactions pursuant to a share repurchase program previously authorized by the Upstart Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release issued by Upstart Holdings, Inc. dated February 19, 2026
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: February 19, 2026			By:			/s/ Scott Darling
						Scott Darling
						Chief Legal Officer and Corporate Secretary

Exhibit 99.1

Upstart Repurchases $100 Million of Shares

SAN MATEO, Calif. – February 19, 2026 – Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced that it purchased $100 million of common stock over the last four trading days.

Upstart purchased a total of 3,193,294 shares of common stock at an average price of $31.31 per share between February 12, 2026 and February 18, 2026. These shares were repurchased in open market transactions pursuant to a $400 million share repurchase program previously authorized by the Upstart Board of Directors. After these repurchases, there is $122 million remaining under the program.

About Upstart

Upstart (NASDAQ: UPST) is the leading AI lending marketplace, connecting millions of consumers to more than 100 banks and credit unions that leverage Upstart’s AI models and cloud applications to deliver superior credit products. With Upstart AI, lenders can approve more borrowers at lower rates while delivering the exceptional digital-first experience customers demand. More than 90% of loans are fully automated, with no human intervention by Upstart. Founded in 2012, Upstart’s platform includes personal loans, automotive retail and refinance loans, home equity lines of credit, and small-dollar “relief” loans. Upstart is based in San Mateo, California.

Forward-Looking Statements

This press release contains forward-looking statements, including but not limited to, statements regarding Upstart’s share repurchase program. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate", "estimate", "expect", "project", "plan", "intend", “target”, “aim”, "believe", "may", "will", "should", “becoming”, “could”, "can have", "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of Upstart’s repurchases of common stock, future operating or financial performance or other events. Forward-looking statements give our current expectations and projections relating to our share repurchase program; financial condition; plans; objectives; growth opportunities; assumptions; risks; future performance; business; and results of operations. Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. The forward-looking statements included in this press release relate only to events as of the date hereof. Upstart undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. More information about factors that could affect our results of operations and risks and uncertainties are provided in our public filings with the Securities and Exchange Commission, copies of which may be obtained by visiting our investor relations website at www.upstart.com or the SEC’s website at www.sec.gov. These risks and uncertainties include, but are not limited to, our ability or desire to repurchase shares of Upstart common stock in the future.

Investors    

Chelsea Williams

ir@upstart.com

Press

Chantal Rapport

press@upstart.com

1

FAQ

How much stock did Upstart (UPST) repurchase in February 2026?

Upstart repurchased $100 million of common stock over four trading days. The company bought 3,193,294 shares at an average price of $31.31 per share between February 12 and February 18, 2026 in open market transactions under its authorized share repurchase program.

What is the average price paid in Upstart’s latest share repurchase?

Upstart paid an average of $31.31 per share in its recent buyback. It spent $100 million to repurchase 3,193,294 common shares between February 12 and February 18, 2026, executing these transactions on the open market under its board-approved repurchase program.

How large is Upstart’s overall share repurchase program?

Upstart has a $400 million share repurchase program authorized by its board. The company recently used $100 million of this authorization, and after these open market repurchases, $122 million of capacity remains available for potential future buybacks, subject to its discretion and market conditions.

Over what period did Upstart conduct the $100 million buyback?

Upstart carried out the $100 million repurchase over the last four trading days before February 19, 2026. Specifically, it bought 3,193,294 common shares between February 12 and February 18, 2026 in open market transactions pursuant to its existing repurchase authorization.

What method did Upstart use to repurchase its shares?

Upstart repurchased its shares through open market transactions rather than a tender offer or private deal. Between February 12 and February 18, 2026, it acquired 3,193,294 common shares for $100 million under a previously authorized $400 million share repurchase program.

How much capacity remains under Upstart’s share repurchase authorization?

After the latest $100 million buyback, $122 million remains available under Upstart’s $400 million share repurchase program. This remaining authorization allows the company to continue repurchasing common stock in the future, subject to its judgment, market conditions, and applicable regulations.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 7.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB