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Upstart Holdings, Inc. UPST Form 8-K filing Earnings

Filed
Aug 4, 2026, 4:05 PM EDT
Accession
0001647639-26-000062

Exhibit 99.1

Upstart Announces Second Quarter 2026 Results

BURLINGAME, Calif. – August 4, 2026 – Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced financial results for the quarter ended June 30, 2026. 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.

“We came into this quarter with a clear plan, and we executed against it — re-accelerating growth in core personal loans, moving our secured products rapidly toward profitability, and funding that growth without adding equity capital. The results speak for themselves: originations up 50% year-over-year and we returned to GAAP profitability, with an all-time-high Contribution Profit,” said Paul Gu, Co-founder and CEO. “We've built a technology advantage that keeps compounding, and we've barely scratched the surface of the opportunity in front of us.”

Second Quarter 2026 Highlights

  • Originations: $4.2 billion, up 50% year-over-year (“YoY”). 558,014 loans originated, up 50% YoY.
  • Total Revenue: $365 million, up 42% YoY. Revenue from fees was $348 million, up 45% YoY.
  • Income from Operations: $14.6 million, compared to $4.5 million in Q2 2025.
  • Net Income: $16.5 million, up 195% YoY from $5.6 million in Q2 2025. Diluted net income per share was $0.16 compared with $0.05 in Q2 2025.
  • Contribution Profit: All-time high of $193 million, up 37% YoY. Contribution Margin was 55%, versus 58% in Q2 2025.
  • Adjusted EBITDA: $76.9 million, up 45% YoY from $53.1 million in Q2 2025. Adjusted EBITDA Margin was 21%, unchanged from Q2 2025.

Results by Product Category¹

  • Unsecured: Revenue from fees was $326 million, up 38% YoY. Contribution Profit of $201 million was up 36% YoY, while Contribution Margin was 62%, unchanged from Q2 2025 and up 6 percentage points from 56% in Q1 2026.
  • Secured (Auto and Home): Combined Contribution Margin was negative 35%, improved from negative 176% in Q2 2025 and up 61 percentage points from negative 96% in Q1 2026.

Financial Outlook

For full-year 2026, Upstart continues to expect:

  • Total Revenue of approximately $1.4 billion - Revenue From Fees of approximately $1.3 billion
  • Adjusted EBITDA (Margin % of Total Revenue) of approximately $294 million (21%)

¹ This disaggregation does not represent the Company’s operating segments under U.S. GAAP. While Unsecured Lending is a reportable segment, Secured Products include two operating segments, Auto Lending and Other.

Conference Call and Webcast Information

  • Live Conference Call and Webcast at 1:30 p.m. PT on August 4, 2026. To access the call in the United States and Canada: 800-330-6710, conference code 7744842. To access the call outside of the United States and Canada: +1 312-471-1353, conference code 7744842. 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 loans, home equity lines of credit, and Upstart’s new Cash Line product, a revolving line of credit. Upstart is based in Burlingame, California.

Investors

Sonya Banerjee

ir@upstart.com

Press

Eric Smith

press@upstart.com

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.

Condensed Consolidated Balance Sheets

In thousands, except share and per share data · Unaudited

View SEC source
Line itemDecember 31, 2025June 30, 2026
Assets
Cash and cash equivalents$652,388$455,957
Restricted cash404,624526,320
Loans (at fair value)(1)984,5521,064,239
Property, equipment, and software, net44,17449,421
Operating lease right of use assets16,41018,783
Beneficial interest assets (at fair value)396,216545,938
Line of credit receivable (at fair value)112,742111,772
Notes receivable and residual certificates (at fair value)97,416120,375
Non-marketable equity securities41,25041,000
Goodwill67,06267,062
Other assets (includes $41,166 and $54,946 at fair value as of December 31, 2025 and June 30, 2026, respectively)157,971170,406
Total assets$2,974,805$3,171,273
Liabilities and Stockholders’ Equity
Liabilities:
Payable to investors$107,659$145,208
Borrowings1,829,1452,003,129
Payable to securitization note holders (at fair value)46,54232,122
Accrued expenses and other liabilities (includes $15,219 and $24,967 at fair value as of December 31, 2025 and June 30, 2026, respectively)171,495170,974
Operating lease liabilities21,14922,352
Total liabilities2,175,9902,373,785
Stockholders’ equity:
Common stock, $0.0001 par value; 700,000,000 shares authorized; 98,033,361 and 97,306,813 shares issued and outstanding as of December 31, 2025 and June 30, 2026, respectively1010
Additional paid-in capital1,156,3611,145,141
Accumulated deficit(357,556)(347,663)
Total stockholders’ equity798,815797,488
Total liabilities and stockholders’ equity$2,974,805$3,171,273

(1) Includes $53.8 million and $36.3 million of loans, at fair value, contributed as collateral for the consolidated securitization as of December 31, 2025 and June 30, 2026, respectively.

Condensed Consolidated Statements of Operations and Comprehensive Income

In thousands, except share and per share data · Unaudited

View SEC source
Line itemThree Months Ended June 30, 2025Three Months Ended June 30, 2026Six Months Ended June 30, 2025Six Months Ended June 30, 2026
Revenue:
Revenue from fees, net(1)$240,777$348,019$426,252$625,082
Interest income, interest expense, and fair value adjustments, net:
Interest income(3)45,62357,05186,191113,112
Interest expense(3)(7,772)(12,531)(14,792)(22,901)
Fair value and other adjustments, net(4)(21,337)(27,831)(26,989)(42,371)
Total interest income, interest expense, and fair value adjustments, net16,51416,68944,41047,840
Total revenue257,291364,708470,662672,922
Operating expenses:
Sales and marketing73,105114,512132,075218,967
Customer operations46,24661,31986,747116,414
Engineering and product development68,82593,860126,663173,972
General, administrative, and other64,57380,378125,131156,448
Total operating expenses252,749350,069470,616665,801
Income from operations4,54214,639467,121
Other income, net1,1142,5143,1923,470
Net income before income taxes5,65617,1533,23810,591
Provision for income taxes4961478698
Net income$5,607$16,539$3,160$9,893
Net income per share, basic$0.06$0.17$0.03$0.10
Net income per share, diluted$0.05$0.16$0.03$0.10
Weighted-average number of shares outstanding used in computing net income per share, basic95,526,36496,573,75194,903,90996,736,956
Weighted-average number of shares outstanding used in computing net income per share, diluted102,852,284109,720,846103,177,583101,414,541

(1) The following table presents revenue from fees disaggregated by type of service for the periods presented:

Line itemThree Months Ended June 30, 2025Three Months Ended June 30, 2026Six Months Ended June 30, 2025Six Months Ended June 30, 2026
Revenue from fees, net:
Platform and referral fees, net$202,845$284,066$353,820$508,684
Servicing and other fees, net37,93254,80772,432103,919
Loan sales fees(2)9,14612,479
Total revenue from fees, net$240,777$348,019$426,252$625,082

Upstart Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (In thousands, except share and per share data) (Unaudited)

(2) Represents fees we charge our third-party loan purchasers for facilitating certain forward-flow loan sales that are recognized as part of the sales proceeds received. Beginning in the second quarter of 2026, loan sales fees, which were previously included within servicing and other fees, net, are presented as a separate component of revenue from fees, net. Prior-period amounts have been reclassified to conform to the current-period presentation.

(3) For the three and six months ended June 30, 2026, interest income and interest expense include dividend income earned on certain cash accounts and expense on convertible senior notes, respectively, which were previously included in other income, net. Refer to “Note 1. Description of Business and Significant Accounting Policies” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 for details.

(4) The following table presents components of fair value and other adjustments, net for the periods presented as follows:

Line itemThree Months Ended June 30, 2025Three Months Ended June 30, 2026Six Months Ended June 30, 2025Six Months Ended June 30, 2026
Fair value and other adjustments, net:
Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net$(18,878)$(15,586)$(40,204)$(33,773)
Fair value adjustments and realized gains (losses) on beneficial interests, net(6,288)(8,407)11,3774,727
Realized gain (loss) on sale of loans, net3,829(3,838)1,838(13,325)
Total fair value and other adjustments, net$(21,337)$(27,831)$(26,989)$(42,371)

Condensed Consolidated Statements of Cash Flows

In thousands · Unaudited

View SEC source
Line itemSix Months Ended June 30, 20252026
Cash flows from operating activities
Net income$3,160$9,893
Adjustments to reconcile net income to net cash used in operating activities
Change in fair value of loans(21,064)74,118
Change in fair value of servicing assets8,64012,535
Change in fair value of servicing liabilities(623)(1,566)
Change in fair value of beneficial interest assets(23,484)(9,286)
Change in fair value of beneficial interest liabilities12,1074,559
Change in fair value of other financial instruments(2,384)(1,227)
Stock-based compensation65,34279,277
Gain on loan servicing rights, net(12,451)(20,844)
Depreciation and amortization12,24312,984
Loan premium amortization(19,176)(23,126)
Non-cash interest expense and other3,0038,217
Net changes in operating assets and liabilities:
Purchases and originations of loans held-for-sale(3,969,799)(6,049,875)
Proceeds from sale of loans held-for-sale3,723,7335,532,144
Principal payments received for loans held-for-sale83,13895,627
Principal payments received for loans held by consolidated securitization19,93315,142
Settlements of beneficial interest liabilities, net(11,664)524
Proceeds from beneficial interest assets (derivatives)80610,536
Settlements of beneficial interest assets (derivatives)(1,023)(3,123)
Other assets4,064(5,083)
Operating lease liability and right-of-use asset(610)(1,170)
Accrued expenses and other liabilities(7,539)(10,185)
Net cash used in operating activities(133,648)(269,929)
Cash flows from investing activities
Purchases and originations of loans held-for-investment$(377,940)$(617,215)
Proceeds from sale of loans held-for-investment20,247435,726
Principal payments received for loans held-for-investment129,941158,019
Principal payments received for notes receivable and repayments of residual certificates6,52127,054
Acquisition and settlements of beneficial interest assets (hybrid instruments)(1,576)(3,197)
Proceeds from beneficial interest assets (hybrid instruments)44,929107,165
Issuance of line of credit receivable(721)
Repayments of line of credit receivable1,369
Purchases of property and equipment(115)(4,808)
Capitalized software costs(10,410)(8,434)
Net cash provided by (used in) investing activities(188,403)94,958

Condensed Consolidated Statements of Cash Flows

In thousands · Unaudited

View SEC source
Line itemSix Months Ended June 30, 20252026
Cash flows from financing activities
Proceeds from borrowings$176,356$424,550
Payment of debt issuance costs to third parties(443)
Repayments of borrowings(152,691)(253,833)
Principal payments made on securitization notes(22,021)(14,149)
Payable to investors31,49637,549
Net proceeds related to stock-based award activities14,5516,176
Repurchases of stock(100,057)
Net cash provided by financing activities47,248100,236
Change in cash, cash equivalents and restricted cash(274,803)(74,735)
Cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period976,2631,057,012
Cash, cash equivalents and restricted cash at end of period$701,460$982,277

Key Operating and Non-GAAP Financial Metrics

(In thousands, except per share data and ratios, or as noted) (Unaudited)

Line itemThree Months Ended June 30, 2025Three Months Ended June 30, 2026Six Months Ended June 30, 2025Six Months Ended June 30, 2026
Originations, Dollars(1)$2,820,398$4,227,174$4,954,006$7,672,316
Originations, Number of Loans(1)(2)372,599558,014613,305983,370
Conversion Rate(3)21.0%19.7%19.4%19.2%
Percentage of Loans Fully Automated92%91%92%91%
Contribution Profit$140,543$193,131$242,915$330,405
Contribution Margin58%55%57%53%
Adjusted EBITDA$53,053$76,905$95,630$117,374
Adjusted EBITDA Margin21%21%20%17%

(1)“Originations, Dollars” and “Originations, Number of Loans” were previously referred to as “Transaction Volume, Dollars” and “Transaction Volume, Number of Loans,” respectively. See “Key Operating Metrics and Non-GAAP Financial Measures” above for additional information.

(2) Originations, Number of Loans is shown in ones for the periods presented.

(3) 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. In addition, we intend to discontinue reporting this metric beginning in the first quarter of 2027. See “Key Operating and Non-GAAP Financial Metrics” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 for additional information.

The following table provides disaggregated information for Originations, Dollars and Originations, Number of Loans for the periods presented:

Line itemThree Months Ended June 30, 2025Three Months Ended June 30, 2026Six Months Ended June 30, 2025Six Months Ended June 30, 2026
Originations, Dollars
Unsecured Lending(1)$2,635,470$3,638,446$4,663,625$6,677,530
Other(2)184,928588,728290,381994,786
Total$2,820,398$4,227,174$4,954,006$7,672,316
Originations, Number of Loans(3)
Unsecured Lending(1)366,423535,191603,624946,045
Other(2)6,17622,8239,68137,325
Total372,599558,014613,305983,370

(1) Refer to “Note 14. Segment Information” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 for additional information regarding our Unsecured Lending segment and related Contribution Profit.

(2) Includes Auto Lending and Other operating segments, which did not meet the separate reporting or aggregation criteria under GAAP.

(3) Originations, Number of Loans, is shown in ones for the periods presented.

Key Operating and Non-GAAP Financial Metrics

(In thousands, except per share data and ratios, or as noted) (Unaudited) The following table presents financial information, including Contribution Profit, for our Unsecured Lending segment:

Unsecured Lending(1)Three Months Ended June 30, 2025Three Months Ended June 30, 2026Six Months Ended June 30, 2025Six Months Ended June 30, 2026
Revenue from fees, net$236,935$326,301$419,062$591,695
Borrower acquisition costs(2)(57,249)(84,712)(102,390)(165,091)
Borrower verification and servicing costs(3)(32,366)(40,821)(61,640)(77,402)
Contribution Profit for Unsecured Lending$147,320$200,768$255,032$349,202

(1) Beginning in the second quarter of 2026, we renamed our Personal Lending operating segment to Unsecured Lending. The name change was administrative in nature and had no impact to the segment results or our condensed consolidated financial statements.

(2) 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.

(3) 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.

The following table presents a reconciliation of total Contribution Profit to Net income before income taxes:

Line itemThree Months Ended June 30, 2025Three Months Ended June 30, 2026Six Months Ended June 30, 2025Six Months Ended June 30, 2026
Contribution Profit - Unsecured Lending$147,320$200,768$255,032$349,202
Reconciling items:
Contribution Profit/(Loss) - Other Segments(1)(6,777)(7,637)(12,117)(18,797)
Sales and marketing, net of borrower acquisition costs(2)(12,170)(12,228)(22,578)(24,426)
Customer operations, net of borrower verification and servicing costs(3)(6,947)(8,715)(12,907)(16,278)
Engineering and product development(68,825)(93,860)(126,663)(173,972)
General, administrative, and other(64,573)(80,378)(125,131)(156,448)
Interest income, interest expense, and fair value adjustments, net16,51416,68944,41047,840
Other income, net1,1142,5143,1923,470
Net income before income taxes$5,656$17,153$3,238$10,591

(1) Includes Auto Lending and Other operating segments, which did not meet the separate reporting or aggregation criteria under GAAP.

(2) Borrower acquisition costs were $60.9 million and $102.3 million for the three months ended June 30, 2025 and 2026, respectively, and were $109.5 million and $194.5 million for the six months ended June 30, 2025 and 2026, respectively. Borrower acquisition costs consist of 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.

(3) Borrower verification and servicing costs were $39.3 million and $52.6 million for the three months ended June 30, 2025 and 2026, respectively, and were $73.8 million and $100.1 million for the six months ended June 30, 2025 and 2026, 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.

Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands, except per share data and ratios, or as noted) (Unaudited)

Line itemThree Months Ended June 30, 2025Three Months Ended June 30, 2026Six Months Ended June 30, 2025Six Months Ended June 30, 2026
Revenue from fees, net$240,777$348,019$426,252$625,082
Income from operations4,54214,639467,121
Operating Margin2%4%0%1%
Sales and marketing, net of borrower acquisition costs(1)$12,170$12,228$22,578$24,426
Customer operations, net of borrower verification and servicing costs(2)6,9478,71512,90716,278
Engineering and product development68,82593,860126,663173,972
General, administrative, and other64,57380,378125,131156,448
Interest income, interest expense, and fair value adjustments, net(16,514)(16,689)(44,410)(47,840)
Contribution Profit$140,543$193,131$242,915$330,405
Contribution Margin58%55%57%53%

(1) Borrower acquisition costs were $60.9 million and $102.3 million for the three months ended June 30, 2025 and 2026, respectively, and were $109.5 million and $194.5 million for the six months ended June 30, 2025 and 2026, 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 $39.3 million and $52.6 million for the three months ended June 30, 2025 and 2026, respectively, and were $73.8 million and $100.1 million for the six months ended June 30, 2025 and 2026, 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.

Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands, except per share data and ratios, or as noted) (Unaudited)

Line itemThree Months Ended June 30, 2025Three Months Ended June 30, 2026Six Months Ended June 30, 2025Six Months Ended June 30, 2026
Total revenue$257,291$364,708$470,662$672,922
Net income5,60716,5393,1609,893
Net Income Margin2%5%1%1%
Adjusted to exclude the following:
Stock-based compensation and certain payroll tax expenses(1)$36,641$45,881$70,277$81,993
Depreciation and amortization5,8437,12612,24312,984
Reorganization expenses1,6781,678
Expense on convertible notes4,9135,0679,87210,128
Provision for income taxes4961478698
Adjusted EBITDA$53,053$76,905$95,630$117,374
Adjusted EBITDA Margin21%21%20%17%

(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.