Upstart (NASDAQ: UPST) returns to profit as 2025 revenue jumps 64%
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Upstart Holdings reported a sharp turnaround in 2025, with total revenue of $1.0 billion, up 64% year over year, and net income of $53.6 million compared with a $128.6 million loss in 2024. Adjusted EBITDA jumped to $230.5 million from $10.6 million, a 22% margin.
Loan originations reached about $11.0 billion, up 86%, on 1.50 million loans as its AI-driven marketplace maintained a 19.4% conversion rate and 91% automation. For 2026, Upstart targets about $1.4 billion in revenue and 21% adjusted EBITDA margin and plans 35% annual revenue growth through 2028. Co‑founder Paul Gu will become CEO on May 1, 2026.
Positive
- Sharp profitability turnaround: 2025 net income reached $53.6 million versus a $128.6 million loss in 2024, while adjusted EBITDA rose to $230.5 million from $10.6 million, lifting adjusted EBITDA margin to 22%.
- Strong top-line and volume growth: 2025 revenue grew 64% to $1.0 billion and transaction volume increased 86% to about $11.0 billion across 1.50 million loans, with conversion rate improving to 19.4%.
- Constructive multi-year outlook: Guidance calls for approximately $1.4 billion of 2026 revenue with a 21% adjusted EBITDA margin and targets roughly 35% annual revenue growth and a 25% terminal adjusted EBITDA margin through 2028.
Negative
- Margin compression in contribution economics: Contribution margin declined from 60% in 2024 to 56% in 2025, and from 61% to 53% in Q4, indicating higher relative acquisition or servicing costs versus fee revenue.
- Higher leverage and weaker operating cash flow: Borrowings increased from $1.40 billion to $1.83 billion year over year, while net cash from operating activities moved from a $186.3 million inflow in 2024 to a $147.7 million outflow in 2025.
Insights
Upstart delivers strong 2025 recovery, guides to continued growth.
Upstart shifted from contraction to expansion in 2025. Revenue rose to
Marketplace activity scaled quickly: transaction volume hit
Management now emphasizes longer-term visibility, offering 2026 guidance of about
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
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 February 10, 2026, Upstart Holdings, Inc. (“Upstart”) reported financial results for the fiscal quarter and full fiscal year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by Upstart regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Upstart is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | Press Release issued by Upstart Holdings, Inc. dated February 10, 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 10, 2026 | By: | /s/ Sanjay Datta | ||||||
| Sanjay Datta | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 99.1
Upstart Announces Fourth Quarter and Full Year 2025 Results
Announces Leadership Evolution
SAN MATEO, Calif. – February 10, 2026 – Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced financial results for the quarter and full year ended December 31, 2025. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings presentation and link to the webcast are available at ir.upstart.com.
“In 2025, we grew originations 86% and revenues 64% while growing headcount just 18% — a ratio any business would die for. And we re-established Upstart as a strongly profitable business,” said Dave Girouard, Co-founder and CEO of Upstart. “Our auto and home originations each grew 5X in 2025 — and accelerated even further in Q4.”
“Even with this epic growth, we reduced loans on our balance sheet by 20% quarter-over-quarter and expect this trend to continue. With 70% of funding for Auto and Home loans originated in Q4 coming from 11 different partners and an additional 13 signed for the coming year, we’re set up for a breakout in 2026,” Girouard said.
Fourth Quarter 2025 Highlights
•Transaction Volume: 455,788 loans originated, up 86% year-over-year (“YoY”) reflecting a 19.4% Conversion Rate1, up from 18.0% in Q4 2024. Total originations were roughly $3.2 billion, up 52% YoY.
•Total Revenue: $296 million, up 35% YoY. Revenue from fees was $265 million, up 33% YoY.
•Income (Loss) from Operations: $18.9 million, an improvement from ($4.8) million in Q4 2024.
•Net Income (Loss): $18.6 million, an improvement from ($2.8) million in Q4 2024. Diluted net income (loss) per share was $0.17 compared with ($0.03) in Q4 2024.
•Contribution Profit: $141 million, up 15% YoY. Contribution Margin was 53%, versus 61% in Q4 2024.
•Adjusted EBITDA: $63.7 million, up from $38.8 million in Q4 2024. Adjusted EBITDA Margin was 22%, up from 18% in Q4 2024.
Fiscal Year 2025 Highlights
•Transaction Volume: 1,497,149 loans originated, up 115% YoY reflecting a 19.4% Conversion Rate, up from 15.1% in 2024. Total originations were roughly $11.0 billion, up 86% YoY.
•Total Revenue: $1.0 billion, up 64% YoY. Revenue from fees was $950 million, up 49% YoY.
•Income (Loss) from Operations: $42.6 million, an improvement from ($173) million in 2024.
•Net Income (Loss): $53.6 million, an improvement from ($129) million in 2024. Diluted net income (loss) per share was $0.45 compared with ($1.44) in 2024.
•Contribution Profit: $531 million, up 39% YoY. Contribution Margin was 56%, versus 60% in 2024.
•Adjusted EBITDA: $230 million, up from $10.6 million in 2024. Adjusted EBITDA Margin was 22%, up from 2% in 2024.
Financial Outlook
Beginning in 2026, Upstart intends to provide annual financial guidance and discontinue issuing quarterly guidance, reflecting the company’s long-term focus and evolving disclosure framework. Upstart is also providing financial guidance for the 2025-2028 period.
1 Beginning in the fourth quarter of 2025, we revised the definition and underlying calculation methodology of Conversion Rate. Prior period figures have been recast to conform to the new definition and methodology. For additional information regarding this change, see “Key Operating and Non-GAAP Financial Metrics” in our Annual Report on Form 10-K for the year ended December 31, 2025.
1
For full-year 2026, Upstart expects:
•Total Revenue of approximately $1.4 billion
◦Revenue From Fees of approximately $1.3 billion
•Adjusted EBITDA Margin of approximately 21%
For the 2025-2028 period, Upstart is targeting the following financial results:
•Total Revenue: Compound annual growth rate of approximately 35%
•Terminal Adjusted EBITDA Margin: Approximately 25%.
Publishing Monthly Origination Volumes
As of today, Upstart began to publish its monthly origination volume, which corresponds to Transaction Volume, Dollars as reported in the company’s financial statements, and expects to continue to do so on a monthly basis. For more details, please read the press release or find the latest published numbers at upstart.com/volume.
“The opportunity to radically transform access to credit with AI is unimaginably large and we want to offer the world a courtside seat as this future unfolds,” Girouard said. “With these upgrades to our disclosures and guidance, investors can better understand both the near term dynamics and the long term potential of Upstart.”
Upstart’s Leadership Evolution
In addition, as part of an evolution in its leadership, Upstart today announced that Co-founder Paul Gu will become the company’s CEO on May 1st. For more information regarding this and other leadership changes, please read today’s press release. Upstart’s management team will address the leadership evolution during today’s webcast and conference call.
Conference Call and Webcast Information
•Live Conference Call and Webcast at 1:30 p.m. PT on February 10, 2026. To access the call in the United States and Canada: 800-330-6710, conference code 8139985. To access the call outside of the United States and Canada: +1 312-471-1353, conference code 8139985. A webcast is available at ir.upstart.com.
•Event Replay. A webcast of the event will be archived for one year at ir.upstart.com.
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.
Investors
Sonya Banerjee
ir@upstart.com
Press
Chantal Rapport
press@upstart.com
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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, statements regarding our outlook for the full-year of 2026 and beyond. These statements may include words such as “anticipate”, “becoming”, “believe”, “can have”, “continue”, “could”, “estimate”, “expect”, “intend”, “likely”, “look forward”, “may”, “ongoing,” “plan”, “potential”, “predict”, “project”, “should”, “target”, “will”, “would,” or the negative of these terms or other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events that do not relate strictly to historical or current facts. Forward-looking statements give our current expectations and projections relating to our financial condition; macroeconomic factors; plans; objectives; product development; growth opportunities and the sustainability of our business and market position; assumptions; risks; future performance; business; investments; and results of operations, including revenue (including revenue from fees and net interest income (loss)), contribution margin, net income (loss), Adjusted EBITDA, basic weighted-average share count, and diluted weighted-average share count. Forward-looking statements are based on information available at the time those statements are made or management’s good faith beliefs and assumptions as of that time with respect to future events, including assumptions regarding macroeconomic conditions, credit performance, funding availability, and competitive dynamics, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in, or suggested by, the forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results. Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We undertake 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.
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 (the “SEC”), including “Risk Factors” in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which may be obtained by visiting our investor relations website at ir.upstart.com or the SEC’s website at www.sec.gov. These risks and uncertainties include, but are not limited to, our ability to manage the adverse effects of macroeconomic conditions and disruptions in the banking sector and credit markets, including inflation and related changes in interest rates and monetary policy; our ability to access sufficient loan funding, including through securitizations, committed capital and other co-investment arrangements, whole loan sales, and warehouse credit facilities; the effectiveness of our credit decisioning models and risk management efforts, including reflecting the impact of macroeconomic conditions on borrowers' credit risk; our ability to retain existing, and attract new, lending partners; our future growth prospects and financial performance; our ability to manage risks associated with the loans on our balance sheet; our ability to improve and expand our platform and products; and our ability to operate successfully in a highly-regulated industry. Moreover, we operate in very competitive and rapidly changing environments, and new risks may emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Additional information will be available in other future reports that we file with the SEC from time to time, which could cause actual results to vary from expectations.
Key Operating Metrics and Non-GAAP Financial Measures
Beginning in the fourth quarter of 2025, we revised certain key operating metrics and non-GAAP financial measures. For additional information regarding these changes, refer to “Key Operating and Non-GAAP Financial Metrics” in our Annual Report on Form 10-K for the year ended December 31, 2025.
We define Transaction Volume, Dollars as the total principal of loan originations (or committed amounts for HELOCs) facilitated on our marketplace during the periods presented. We define Transaction Volume, Number of Loans as the number of loan originations (or commitments issued for HELOCs) facilitated on our marketplace during the periods presented. We believe these metrics are good proxies for our overall scale and reach as a marketplace.
3
We define Conversion Rate as the Transaction Volume, Number of Loans in a period divided by the total number of rate inquiries received that we estimate to be legitimate, which we record when a borrower actively requests a loan offer on our platform. We track this metric to understand the impact of improvements to the efficiency of our borrower funnel on our overall growth.
We define Percentage of Loans Fully Automated as the total number of loans in a given period originated end-to-end with no human involvement required by the Company divided by the Transaction Volume, Number of Loans in the same period. Under this definition, “originated end-to-end” means (i) from initial rate request to final funding for personal loans, including small dollar loans, and (ii) from initial rate request to loan approval for auto loans and HELOCs, due to certain jurisdictions’ local requirements and external dependencies that require human action prior to funding.
To derive Contribution Profit, we subtract the sum of borrower acquisition costs as well as borrower verification and servicing costs from revenue from fees, net. To calculate Contribution Margin we divide Contribution Profit by revenue from fees, net.
We calculate Adjusted EBITDA as net income (loss) adjusted to exclude stock-based compensation expense and certain payroll tax expenses, depreciation and amortization, expense on convertible notes, provision for income taxes, gain on debt extinguishment and reorganization expenses. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue. Adjusted EBITDA and Adjusted EBITDA Margin includes interest expense from corporate debt and warehouse credit facilities which is incurred in the course of earning corresponding interest income.
Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release are included below. Upstart has not reconciled the forward-looking non-GAAP measures to comparable forward-looking GAAP measures because of the potential variability and uncertainty of incurring these costs and expenses in the future. Accordingly, a reconciliation is not available without unreasonable effort.
4
UPSTART HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Data)
| December 31, | December 31, | ||||||||||
| 2024 | 2025 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 788,422 | $ | 652,388 | |||||||
| Restricted cash | 187,841 | 404,624 | |||||||||
Loans (at fair value)(1) | 806,304 | 984,552 | |||||||||
| Property, equipment, and software, net | 39,013 | 44,174 | |||||||||
| Operating lease right of use assets | 43,455 | 16,410 | |||||||||
| Beneficial interest assets (at fair value) | 176,848 | 396,216 | |||||||||
| Line of credit receivable (at fair value) | 56,269 | 112,742 | |||||||||
| Non-marketable equity securities | 41,250 | 41,250 | |||||||||
| Goodwill | 67,062 | 67,062 | |||||||||
Other assets (includes $51,358 and $138,582 at fair value as of December 31, 2024 and December 31, 2025, respectively) | 160,494 | 255,387 | |||||||||
| Total assets | $ | 2,366,958 | $ | 2,974,805 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Liabilities: | |||||||||||
| Payable to investors | $ | 60,173 | $ | 107,659 | |||||||
| Borrowings | 1,402,168 | 1,829,145 | |||||||||
| Payable to securitization note holders (at fair value) | 87,321 | 46,542 | |||||||||
Accrued expenses and other liabilities (includes $15,883 and $15,219 at fair value as of December 31, 2024 and December 31, 2025, respectively) | 133,800 | 171,495 | |||||||||
| Operating lease liabilities | 50,278 | 21,149 | |||||||||
| Total liabilities | 1,733,740 | 2,175,990 | |||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $0.0001 par value; 700,000,000 shares authorized; 93,469,721 and 98,033,361 shares issued and outstanding as of December 31, 2024 and December 31, 2025, respectively | 9 | 10 | |||||||||
| Additional paid-in capital | 1,044,366 | 1,156,361 | |||||||||
| Accumulated deficit | (411,157) | (357,556) | |||||||||
| Total stockholders’ equity | 633,218 | 798,815 | |||||||||
| Total liabilities and stockholders’ equity | $ | 2,366,958 | $ | 2,974,805 | |||||||
__________
(1)Includes $102.9 million and $53.8 million of loans, at fair value, contributed as collateral for the consolidated securitization as of December 31, 2024 and 2025, respectively.
5
UPSTART HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS and COMPREHENSIVE INCOME (LOSS)
(In Thousands, Except Share and Per Share Data)
(Unaudited)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||
Revenue from fees, net(1) | $ | 199,276 | $ | 265,220 | $ | 635,466 | $ | 950,011 | ||||||||||||||||||
Interest income, interest expense, and fair value adjustments, net: | ||||||||||||||||||||||||||
Interest income(2) | 41,461 | 60,836 | 186,360 | 204,230 | ||||||||||||||||||||||
Interest expense(2) | (7,431) | (8,078) | (40,433) | (31,664) | ||||||||||||||||||||||
Fair value and other adjustments(2)(3) | (14,342) | (21,888) | (144,865) | (78,720) | ||||||||||||||||||||||
Total interest income, interest expense, and fair value adjustments, net | 19,688 | 30,870 | 1,062 | 93,846 | ||||||||||||||||||||||
| Total revenue | 218,964 | 296,090 | 636,528 | 1,043,857 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Sales and marketing | 55,463 | 90,588 | 166,800 | 301,507 | ||||||||||||||||||||||
| Customer operations | 40,602 | 51,840 | 157,996 | 188,377 | ||||||||||||||||||||||
| Engineering and product development | 67,222 | 66,913 | 253,653 | 257,602 | ||||||||||||||||||||||
| General, administrative, and other | 60,427 | 67,830 | 230,935 | 253,740 | ||||||||||||||||||||||
| Total operating expenses | 223,714 | 277,171 | 809,384 | 1,001,226 | ||||||||||||||||||||||
Income (loss) from operations | (4,750) | 18,919 | (172,856) | 42,631 | ||||||||||||||||||||||
| Other income, net | 6,136 | 5,299 | 18,793 | 24,324 | ||||||||||||||||||||||
| Expense on convertible notes | (4,030) | (5,056) | (7,694) | (19,872) | ||||||||||||||||||||||
Gain on debt extinguishment | — | — | 33,361 | 7,246 | ||||||||||||||||||||||
| Net income (loss) before income taxes | (2,644) | 19,162 | (128,396) | 54,329 | ||||||||||||||||||||||
| Provision for income taxes | 111 | 526 | 185 | 728 | ||||||||||||||||||||||
| Net income (loss) | $ | (2,755) | $ | 18,636 | $ | (128,581) | $ | 53,601 | ||||||||||||||||||
| Net income (loss) per share, basic | $ | (0.03) | $ | 0.19 | $ | (1.44) | $ | 0.56 | ||||||||||||||||||
| Net income (loss) per share, diluted | $ | (0.03) | $ | 0.17 | $ | (1.44) | $ | 0.45 | ||||||||||||||||||
| Weighted-average number of shares outstanding used in computing net income (loss) per share, basic | 92,174,306 | 97,594,902 | 89,450,038 | 96,030,558 | ||||||||||||||||||||||
| Weighted-average number of shares outstanding used in computing net income (loss) per share, diluted | 92,174,306 | 112,223,816 | 89,450,038 | 107,492,735 | ||||||||||||||||||||||
__________
(1)The following table presents revenue from fees disaggregated by type of service for the periods presented as follows:
6
UPSTART HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS and COMPREHENSIVE INCOME (LOSS)
(In Thousands, Except Share and Per Share Data)
(Unaudited)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||||||
| Revenue from fees, net: | ||||||||||||||||||||||||||
| Platform and referral fees, net | $ | 165,758 | $ | 222,277 | $ | 502,411 | $ | 792,979 | ||||||||||||||||||
| Servicing and other fees, net | 33,518 | 42,943 | 133,055 | 157,032 | ||||||||||||||||||||||
| Total revenue from fees, net | $ | 199,276 | $ | 265,220 | $ | 635,466 | $ | 950,011 | ||||||||||||||||||
(2)The following table presents interest income, interest expense and unrealized loss on loans, loan charge-offs, and other fair value adjustments, net related to the consolidated securitization as follows:
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||||||
| Interest income, interest expense, and fair value adjustments, net related to consolidated securitization: | ||||||||||||||||||||||||||
| Interest income | $ | 5,882 | $ | 3,140 | $ | 28,968 | $ | 16,593 | ||||||||||||||||||
| Interest expense | (2,052) | (1,307) | (9,598) | (6,313) | ||||||||||||||||||||||
| Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net | (3,753) | (2,126) | (29,396) | (11,114) | ||||||||||||||||||||||
| Total interest income, interest expense, and fair value adjustments, net | $ | 77 | $ | (293) | $ | (10,026) | $ | (834) | ||||||||||||||||||
(3)The following table presents components of fair value adjustments, net for the periods presented as follows:
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||||||
| Fair value and other adjustments, net: | ||||||||||||||||||||||||||
| Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net | $ | (18,374) | $ | (27,339) | $ | (111,175) | $ | (83,088) | ||||||||||||||||||
| Realized loss on sale of loans, net | (1,418) | (13,762) | (15,983) | (12,237) | ||||||||||||||||||||||
| Fair value adjustments and realized gains (losses) on beneficial interests, net | 5,450 | 19,213 | (17,707) | 16,605 | ||||||||||||||||||||||
| Total fair value and other adjustments, net | $ | (14,342) | $ | (21,888) | $ | (144,865) | $ | (78,720) | ||||||||||||||||||
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UPSTART HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
| Year Ended December 31, | ||||||||||||||
| 2024 | 2025 | |||||||||||||
| Cash flows from operating activities | ||||||||||||||
| Net income (loss) | $ | (128,581) | $ | 53,601 | ||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||||
| Change in fair value of loans | 125,002 | (113,672) | ||||||||||||
| Change in fair value of servicing assets | 16,490 | 18,646 | ||||||||||||
| Change in fair value of servicing liabilities | (1,246) | (942) | ||||||||||||
| Change in fair value of beneficial interest assets | 5,151 | (33,184) | ||||||||||||
| Change in fair value of beneficial interest liabilities | 12,568 | 16,579 | ||||||||||||
| Change in fair value of other financial instruments | 4,130 | (6,921) | ||||||||||||
| Stock-based compensation | 133,400 | 131,950 | ||||||||||||
| Gain on loan servicing rights, net | (15,449) | (28,003) | ||||||||||||
| Gain on debt extinguishment | (33,361) | (7,246) | ||||||||||||
| Depreciation and amortization | 20,549 | 24,835 | ||||||||||||
| Loan premium amortization | (17,021) | (49,149) | ||||||||||||
| Non-cash interest expense and other | 3,217 | 8,607 | ||||||||||||
| Net changes in operating assets and liabilities: | ||||||||||||||
| Purchases of loans held-for-sale | (4,309,268) | (9,072,905) | ||||||||||||
| Proceeds from sale of loans held-for-sale | 4,101,937 | 8,679,462 | ||||||||||||
| Principal payments received for loans held-for-sale | 192,889 | 187,660 | ||||||||||||
| Principal payments received for loans held by consolidated securitization | 47,997 | 37,885 | ||||||||||||
| Settlements of beneficial interest liabilities, net | (6,700) | (21,598) | ||||||||||||
| Proceeds from beneficial interest assets (derivatives) | — | 4,602 | ||||||||||||
| Settlements of beneficial interest assets (derivatives) | — | (4,575) | ||||||||||||
| Other assets | (8,690) | (10,831) | ||||||||||||
| Operating lease liability and right-of-use asset | (807) | (2,084) | ||||||||||||
| Accrued expenses and other liabilities | 44,124 | 39,558 | ||||||||||||
| Net cash provided by (used in) operating activities | 186,331 | (147,725) | ||||||||||||
| Cash flows from investing activities | ||||||||||||||
| Purchases and originations of loans held-for-investment | $ | (323,096) | $ | (1,033,027) | ||||||||||
| Proceeds from sale of loans held-for-investment | — | 395,731 | ||||||||||||
| Principal payments received for loans held-for-investment | 145,266 | 320,364 | ||||||||||||
| Principal payments received for notes receivable and repayments of residual certificates | 5,917 | 23,051 | ||||||||||||
| Acquisition and settlements of beneficial interest assets (hybrid instruments) | (67,753) | (3,438) | ||||||||||||
| Proceeds from beneficial interest assets (hybrid instruments) | 11,930 | 142,902 | ||||||||||||
| Issuance of line of credit receivable | — | (7,862) | ||||||||||||
| Repayments of line of credit receivable | — | 3,515 | ||||||||||||
| Purchases of property and equipment | (837) | (347) | ||||||||||||
| Capitalized software costs | (9,153) | (18,060) | ||||||||||||
| Net cash used in investing activities | (237,726) | (177,171) | ||||||||||||
8
UPSTART HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
| Year Ended December 31, | ||||||||||||||
| 2024 | 2025 | |||||||||||||
| Cash flows from financing activities | ||||||||||||||
| Proceeds from borrowings | $ | 387,281 | $ | 294,218 | ||||||||||
| Proceeds from convertible notes issuance, net of debt issuance costs paid to lender | 913,440 | 678,270 | ||||||||||||
| Payment of debt issuance costs to third parties | (3,945) | (3,150) | ||||||||||||
| Repayments of borrowings | (357,352) | (317,097) | ||||||||||||
| Payments for repurchases of convertible notes | (325,344) | (224,154) | ||||||||||||
| Purchase of capped calls | (40,883) | (55,200) | ||||||||||||
| Settlement of capped calls | 580 | 564 | ||||||||||||
| Principal payments made on securitization notes | (55,368) | (40,592) | ||||||||||||
Payable to investors | 12,385 | 47,486 | ||||||||||||
| Net proceeds related to stock-based award activities | 29,077 | 25,300 | ||||||||||||
| Net cash provided by financing activities | 559,871 | 405,645 | ||||||||||||
| Change in cash, cash equivalents and restricted cash | 508,476 | 80,749 | ||||||||||||
| Cash, cash equivalents and restricted cash | ||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of year | 467,787 | 976,263 | ||||||||||||
| Cash, cash equivalents and restricted cash at end of year | $ | 976,263 | $ | 1,057,012 | ||||||||||
9
UPSTART HOLDINGS, INC.
KEY OPERATING AND NON-GAAP FINANCIAL METRICS
(In Thousands, Except Per Share Data and Ratios, or as Noted)
(Unaudited)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||||||
Transaction Volume, Dollars | $ | 2,107,473 | $ | 3,195,693 | $ | 5,930,029 | $ | 11,003,995 | ||||||||||||||||||
Transaction Volume, Number of Loans(1) | 245,663 | 455,788 | 697,092 | 1,497,149 | ||||||||||||||||||||||
Conversion Rate(2) | 18.0% | 19.4% | 15.1% | 19.4% | ||||||||||||||||||||||
Percentage of Loans Fully Automated(3) | 91% | 91% | 91% | 91% | ||||||||||||||||||||||
| Contribution Profit | $ | 121,898 | $ | 140,773 | $ | 381,533 | $ | 531,094 | ||||||||||||||||||
Contribution Margin | 61% | 53% | 60% | 56% | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 38,775 | $ | 63,694 | $ | 10,594 | $ | 230,486 | ||||||||||||||||||
| Adjusted EBITDA Margin | 18% | 22% | 2% | 22% | ||||||||||||||||||||||
__________
(1)Transaction Volume, Number of Loans is shown in ones for the periods presented.
(2)Beginning in the fourth quarter of 2025, we revised the definition and underlying calculation methodology of Conversion Rate. Prior period figures have been recast to conform to the new definition and methodology. For additional information regarding this change, see “Key Operating and Non-GAAP Financial Metrics” in our Annual Report on Form 10-K for the year ended December 31, 2025.
(3)Beginning in the fourth quarter of 2025, we revised the definition and underlying calculation methodology of Percentage of Loans Fully Automated. Prior periods have not been adjusted, as the impact was immaterial. For additional information regarding this change, see “Key Operating and Non-GAAP Financial Metrics” in our Annual Report on Form 10-K for the year ended December 31, 2025.
10
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||||||
| Revenue from fees, net | $ | 199,276 | $ | 265,220 | $ | 635,466 | $ | 950,011 | ||||||||||||||||||
Income (loss) from operations | (4,750) | 18,919 | (172,856) | 42,631 | ||||||||||||||||||||||
| Operating Margin | (2) | % | 7 | % | (27) | % | 4 | % | ||||||||||||||||||
Sales and marketing, net of borrower acquisition costs(1) | $ | 11,231 | $ | 11,110 | $ | 41,783 | $ | 45,270 | ||||||||||||||||||
Customer operations, net of borrower verification and servicing costs(2) | 7,456 | 6,871 | 29,080 | 25,697 | ||||||||||||||||||||||
| Engineering and product development | 67,222 | 66,913 | 253,653 | 257,602 | ||||||||||||||||||||||
| General, administrative, and other | 60,427 | 67,830 | 230,935 | 253,740 | ||||||||||||||||||||||
| Interest income, interest expense, and fair value adjustments, net | (19,688) | (30,870) | (1,062) | (93,846) | ||||||||||||||||||||||
| Contribution Profit | $ | 121,898 | $ | 140,773 | $ | 381,533 | $ | 531,094 | ||||||||||||||||||
| Contribution Margin | 61 | % | 53 | % | 60 | % | 56 | % | ||||||||||||||||||
__________
(1)Borrower acquisition costs were $44.2 million and $79.5 million for the three months ended December 31, 2024 and 2025, respectively, and were $125.0 million and $256.2 million for the years ended December 31, 2024 and 2025, respectively. Borrower acquisition costs consist of our sales and marketing expenses adjusted to exclude costs not directly attributable to attracting a new borrower, such as payroll-related expenses for our business development and marketing teams, as well as other operational, brand awareness and marketing activities. These costs do not include reorganization expenses.
(2)Borrower verification and servicing costs were $33.1 million and $45.0 million for the three months ended December 31, 2024 and 2025, respectively, and were $128.9 million and $162.7 million for the years ended December 31, 2024 and 2025, respectively. Borrower verification and servicing costs consist of payroll and other personnel-related expenses for personnel engaged in loan onboarding, verification and servicing, as well as servicing system costs. It excludes payroll and personnel-related expenses and stock-based compensation for certain members of our customer operations team whose work is not directly attributable to onboarding and servicing loans. These costs do not include reorganization expenses.
11
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||||||
| Total revenue | $ | 218,964 | $ | 296,090 | $ | 636,528 | $ | 1,043,857 | ||||||||||||||||||
| Net income (loss) | (2,755) | 18,636 | (128,581) | 53,601 | ||||||||||||||||||||||
| Net Income (Loss) Margin | (1) | % | 6 | % | (20) | % | 5 | % | ||||||||||||||||||
| Adjusted to exclude the following: | ||||||||||||||||||||||||||
Stock-based compensation and certain payroll tax expenses(1) | $ | 32,087 | $ | 33,015 | $ | 139,726 | $ | 138,696 | ||||||||||||||||||
| Depreciation and amortization | 4,699 | 6,461 | 20,549 | 24,835 | ||||||||||||||||||||||
| Reorganization expenses | 603 | — | 4,382 | — | ||||||||||||||||||||||
| Expense on convertible notes | 4,030 | 5,056 | 7,694 | 19,872 | ||||||||||||||||||||||
| Gain on debt extinguishment | — | — | (33,361) | (7,246) | ||||||||||||||||||||||
| Provision for income taxes | 111 | 526 | 185 | 728 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 38,775 | $ | 63,694 | $ | 10,594 | $ | 230,486 | ||||||||||||||||||
| Adjusted EBITDA Margin | 18 | % | 22 | % | 2 | % | 22 | % | ||||||||||||||||||
__________
(1)Payroll tax expenses include the employer payroll tax-related expense on employee stock transactions, as the amount is dependent on our stock price and other factors that are beyond our control and do not correlate to the operation of our business.
12
FAQ
How did Upstart (UPST) perform financially in full-year 2025?
Upstart generated $1.0 billion in 2025 revenue, up 64% year over year, and posted $53.6 million in net income versus a $128.6 million loss in 2024. Adjusted EBITDA increased to $230.5 million with a 22% margin, reflecting significantly improved profitability.
What were Upstart’s key operating metrics for loans in 2025?
In 2025, Upstart facilitated about $11.0 billion in transaction volume across 1,497,149 loans, up 86% and 115% year over year, respectively. Conversion rate improved to 19.4% from 15.1%, and 91% of loans were fully automated end-to-end on the company’s AI lending platform.
How did Upstart perform in the fourth quarter of 2025?
Q4 2025 total revenue was $296.1 million, up 35% year over year, with fee revenue of $265.2 million. Net income reached $18.6 million compared with a $2.8 million loss in Q4 2024, and adjusted EBITDA rose to $63.7 million, a 22% margin.
What guidance did Upstart provide for 2026 and beyond?
For full-year 2026, Upstart expects approximately $1.4 billion in total revenue, including $1.3 billion from fees, and about a 21% adjusted EBITDA margin. For 2025–2028, it targets roughly 35% compound annual revenue growth and a 25% terminal adjusted EBITDA margin.
What leadership changes did Upstart announce in this 8-K?
Upstart announced that co‑founder Paul Gu will become CEO on May 1, 2026, as part of a broader leadership evolution. The current CEO, Dave Girouard, highlighted strong 2025 growth and profitability, and management plans to discuss these changes during the earnings webcast.
How is Upstart changing its financial disclosure and guidance practices?
Beginning in 2026, Upstart plans to provide only annual financial guidance, discontinuing quarterly guidance to emphasize its long-term focus. It also began publishing monthly origination volume figures, aligning reported transaction dollars with publicly available volume data for greater transparency.
What does Upstart’s automation level indicate about its AI lending platform?
Upstart reported that 91% of loans in both Q4 2025 and full-year 2025 were fully automated, meaning no human involvement was required for most originations. This high automation rate underscores the scalability of its AI models and cloud applications for consumer credit decisions.
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Upstart Holdings, Inc.
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[10-K] Upstart Holdings, Inc. Files Annual Report
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[8-K] Upstart Holdings, Inc. Reports Material Event