Welcome to our dedicated page for Upstart Holdings SEC filings (Ticker: UPST), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to SEC filings for Upstart Holdings, Inc. (NASDAQ: UPST), an AI lending marketplace that connects consumers with banks and credit unions for personal, auto, and home equity credit products. Through these filings, investors can review how Upstart reports its financial performance, capital structure, and key operating metrics.
Upstart’s annual reports on Form 10-K and quarterly reports on Form 10-Q describe its business model, revenue from platform and referral fees and servicing and other fees, interest income and fair value adjustments on loans, and definitions of metrics such as transaction volume, conversion rate, contribution profit, Adjusted EBITDA, and Adjusted Net Income. These documents also discuss risks related to funding, macroeconomic conditions, and operating in a highly regulated industry.
Current reports on Form 8-K highlight material events, including quarterly earnings releases, corrections to non-GAAP per-share figures, and the entry into material definitive agreements. For example, an 8-K describes Upstart’s issuance of 0% Convertible Senior Notes due 2032, detailing the terms of the notes, conversion features, redemption provisions, events of default, and the company’s use of proceeds, including capped call transactions and repurchases of earlier convertible notes.
Investors interested in capital structure and potential dilution can use these filings to analyze Upstart’s outstanding convertible notes and related hedging arrangements. Filings also reference securitizations and other loan funding mechanisms that support the company’s AI lending marketplace.
Stock Titan’s platform supplements these documents with AI-powered summaries that explain complex sections of 10-Ks, 10-Qs, and 8-Ks, highlight important changes from prior periods, and surface information on funding arrangements and key metrics. Real-time updates from EDGAR, along with structured access to Forms 3, 4, and 5 for insider transactions when available, help users follow how Upstart’s disclosures evolve over time.
Upstart Holdings insider sale notice: This Form 144 shows an intended sale of 139 common shares via Charles Schwab with an aggregate market value of $8,800 and an approximate sale date of 08/20/2025. The shares were acquired 08/15/2025 under the company ESPP and paid for in cash. The filer, identified in prior transactions as Scott Darling, sold multiple lots of Upstart shares in the prior three months totaling 33,115 shares for $2,056,726 gross proceeds. The filing includes the seller's representation that no undisclosed material adverse information is known.
Dave Girouard, CEO and director of Upstart Holdings, Inc. (UPST), reported transactions on 08/15/2025 executed pursuant to a Rule 10b5-1 trading plan adopted August 29, 2024. He exercised an employee stock option to acquire 41,667 shares at an exercise price of $0.83 per share and immediately sold those shares in multiple transactions. The Form 4 reports sales of 38,777 shares at a weighted-average price of $63.2267 and 2,890 shares at a weighted-average price of $63.9072. Following these transactions Girouard beneficially owns 52,614 shares directly and holds additional shares indirectly through trusts and entities as disclosed on the form.
Form 144 filed for Upstart Holdings, Inc. (UPST) reports a proposed sale of 41,667 common shares to be sold through Charles Schwab & Co., with an aggregate market value of $2,636,434.00. The filing lists 96,217,742 shares outstanding and an approximate sale date of 08/15/2025. The table indicates the shares were acquired via an employee stock option exercise and a cashless exercise through the broker on 08/15/2025. The filer also disclosed three prior sales by the same person totaling 125,001 shares on 06/11/2025, 06/20/2025 and 07/15/2025 with gross proceeds of $2,504,524.00, $2,501,984.00, and $3,127,831.00 respectively.
Upstart Holdings, Inc. filed an 8-K disclosing form documents for a new security: a 0% Convertible Senior Note due 2032 and related capped call confirmations, an indenture dated August 14, 2025, and two press releases dated August 11, 2025. The note documentation states conversion mechanics, including that holders may convert on or after November 15, 2031 without satisfying earlier conditions, and that upon conversion the company will settle in cash, shares of Common Stock, or a combination at the company’s election.
The filing also notes redemption and repurchase mechanics: if called for redemption or upon a fundamental change, holders may receive 100% of principal plus any accrued and unpaid special interest; no sinking fund is provided. The documents and exhibits are included or incorporated by reference in the 8-K.
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.
Upstart Holdings (UPST) posted a sharp turnaround in Q2-25. Total revenue doubled YoY to $257.3 million, driven by an 85% jump in platform & referral fees to $240.8 million and a swing in fair-value/interest items to a $16.5 million gain from a $2.9 million loss.
Profitability returned. Net income reached $5.6 million (diluted EPS $0.05) versus a $54.5 million loss (-$0.62) in Q2-24. For the first six months, revenue rose 84% to $470.7 million and net income turned positive at $3.2 million (EPS $0.03) from a $119.1 million loss.
Loan growth and funding mix. Loans held at fair value expanded 26% since 12/31/24 to $1.02 billion, while restricted cash tied to funding vehicles increased 63% to $305.5 million. Borrowings ticked up only 2% to $1.43 billion, indicating leverage largely stable.
Cash usage remains a watch-item. Cash & equivalents fell to $395.9 million from $788.4 million, and YTD operating cash flow swung to a $133.6 million outflow. Operating expenses climbed 38% YoY to $252.7 million, mainly higher marketing and R&D spend.
Balance-sheet strength improved. Shareholders’ equity rose 14% to $722.0 million, aided by positive earnings and $86 million of additional paid-in capital. Shares outstanding grew 2.8% to 96.1 million.
Key customer concentration persists: three customers each supplied >10% of revenue, with Customer A contributing 35% in Q2-25.
Management cites AI-model accuracy, diversified funding, and macro tailwinds as forward-looking drivers but warns of regulatory and credit-cycle risks.
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