Upstart Holdings, Inc. (UPST) SEC Filings & Earnings Calls

Regulatory approval risk for Upstart Bank charter; revolver termination tied to bank capitalization timeline.

“timing and opening of Upstart Bank remains subject to required regulatory approvals” · word for word

Covenant constraints: minimum liquidity $100M, eligible assets + liquidity $300M, secured gross leverage max 2.50x.

“covenants that require the Company and its subsidiaries ... to maintain (i) minimum liquidity of not less than $100.0 million, (ii) ... not less than $300.0 million ... (iii) a maximum consolidated secured gross leverage ratio of not more than 2.50 to 1.00” · word for word

Loan vintage underperformance

“the quarterly vintages of all personal loans excluding small dollar loans that originated in the second quarter of 2023 through the first quarter of 2024 and the fourth quarter of 2024 are forecasted to underperform relative to their target returns set at the time of loan origination.” · word for word

Macroeconomic sensitivity

“UMI remained elevated, measured at approximately 1.50, meaning that current macroeconomic conditions contributed an incremental risk of approximately 50% to the repayment performance of an Upstart-powered unsecured personal loan.”

Concentration in lending partners

“Customer A accounted for 36% of total revenue in Q2 2026.”

Secured segment still loss-making despite improvement

“Secured Combined Contribution Margin was negative 35%”

Model underperformance risk

“As of June 30, 2026, the quarterly vintages of all personal loans excluding small dollar loans that originated in the second quarter of 2023 through the first quarter of 2024 and the fourth quarter of 2025 are forecasted to underperform relative to their target returns set at the time of loan origination.” · word for word

Funding concentration risk

“A limited number of lending partners account for a significant portion of loan originations and revenue on our marketplace, and our business depends on our ability to retain existing lending partners and attract new ones.” · word for word

Macroeconomic sensitivity

“Our business has been and will continue to be adversely affected by economic conditions and other factors that we cannot control.” · word for word

Regulatory risk from bank charter

“The application may be delayed, denied, approved, or subject to conditions. Even if we obtain the requisite regulatory approvals to form a national bank, we may not realize the anticipated benefits of operating a bank.” · word for word

Balance sheet risk from loan holdings

“We have held more Upstart-powered loans on our balance sheet in recent years and may continue to do so in the future. ... For loans held on our balance sheet and any future loans to be held on our balance sheet, we bear the credit risk in the event of borrower default.” · word for word

Macroeconomic sensitivity

“Adverse macroeconomic conditions and resulting uncertainty and volatility have had, and may have in the future, a material adverse effect on our business and results of operations.” · word for word

AI model underperformance

“as of March 31, 2026, the quarterly vintages of all personal loans excluding small dollar loans that originated in the first quarter of 2023 through the first quarter of 2024 are forecasted to underperform relative to their target returns” · word for word

Funding concentration

“A limited number of lending partners account for a significant portion of loan originations and revenue on our marketplace” · word for word

Profitability uncertainty

“We have incurred net losses in the past, and we may not be able to sustain or achieve profitability in the future.” · word for word

Regulatory and legal exposure

“We are a defendant in a number of securities class actions and other related lawsuits.” · word for word

Net loss widening; margin compression from growth investments.

“Net loss $6.6M vs $2.4M; contribution margin down 5pp; Adj. EBITDA margin down 7pp.”

Dependence on AI models and funding availability; regulatory risks from bank charter application.

“Applied for national bank charter; AI model performance critical.”

Regulatory approval risk; bank charter process is lengthy and uncertain.

“Application to OCC and FDIC for national bank charter.”

Increased regulatory compliance costs if approved.

“Becoming a bank holding company subjects Upstart to additional regulation.”

Leadership transition risk: CEO change may cause short-term uncertainty, but co-founder appointment mitigates strategic disruption.

“CEO transition announced with co-founder Paul Gu taking over; outgoing CEO remains as Executive Chairman.”

Credit risk: AI lending model performance in changing economic conditions; reliance on funding partners for auto/home loans.

“70% of funding for Auto and Home loans originated in Q4 coming from 11 different partners.” · word for word

Regulatory risk: AI-based lending may face increased regulatory scrutiny.

“Company operates in regulated financial services; AI models subject to fair lending laws.”

Committed capital exposure growth

“As of September 30, 2025, our maximum exposure to losses under these committed capital and other co-investment arrangements was approximately $797.3 million. This amount has grown from $357.9 million as of September 30, 2024.” · word for word

Loan vintage underperformance

“As of September 30, 2025, the quarterly vintages of core personal loans that originated in the third quarter of 2023 through the first quarter of 2024 were forecasted to underperform relative to their target returns set at the time of loan origination.” · word for word

Balance sheet loan exposure

“As of September 30, 2025, we held $1,165.9 million of loans on our balance sheet, excluding loans held in consolidated securitization.” · word for word

Revenue concentration

“In the nine months ended September 30, 2025, 79% of our total revenue was generated from platform, referral and servicing fees that we receive from our lending partners.” · word for word

Macroeconomic conditions could impact credit performance and demand

“Forward-looking statements mention risks from macroeconomic conditions and disruptions.”