v3.25.2
Borrowings (Tables)
6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Schedule of Aggregate Principal Outstanding of All Debt
The following table presents the aggregate principal outstanding of all borrowings that are included in the condensed consolidated balance sheets:
December 31, 2024June 30, 2025
Warehouse credit facilities$195,605 $189,539 
Risk retention financing facility
— 29,731 
Convertible senior notes1,230,379 1,230,379 
Total payments due1,425,984 1,449,649 
Unamortized debt discount(23,816)(21,170)
Total borrowings$1,402,168 $1,428,479 
The following table presents the details of the Company’s revolving warehouse credit facilities:
December 31, 2024June 30, 2025
Stated Interest Rate(1)
Termination and Maturity(2)
Total Borrowing Capacity(3)
Collateral(4)
Outstanding Borrowings
Collateral(4)
Outstanding Borrowings
Upstart Auto Warehouse Trust
Benchmark rate + 3.0%
April 2025$— $167,166 $23,228 $— $— 
Upstart Auto Warehouse Trust 2
Benchmark rate + 0% - 4.0%
August 2025 - August 2026
50,000 19,396 11,353 11 — 
Upstart Loan Trust
Benchmark rate + 2.4% - 3.8%
June 2027 - June 2028
325,000 74,541 34,217 181,728 115,232 
Upstart Small Dollar Loan Trust
Benchmark rate + 5.5%
June 2027 - June 2028100,000 108,980 61,807 134,723 74,307 
Upstart High Yield Loan Trust
Benchmark rate + 2.8%
December 2025 - December 2026
150,000 87,493 65,000 — 
Total$625,000 $457,576 $195,605 $316,469 $189,539 
_________
(1)The interest rates on our warehouse credit facilities are floating and designed as a reference rate plus a spread. Reference rates include the Compounded Secured Overnight Financing Rate, weighted-average cost of commercial paper notes issued by the lender, and the federal funds rate. The stated interest rate excludes unused commitment fees which range from 0.5% to 1.0%. The undrawn fee for Upstart Small Dollar Loan Trust is the dollar amount of interest and fees that would have been due if the daily average aggregate outstanding principal balance was equal to 75% of the then-applicable borrowing base.
(2)The first date represents the final date the Company may borrow up to the maximum capacity under the warehouse. The second date is the maturity date, when the outstanding principal amount, together with accrued and unpaid interest will be due and payable in full.
(3)Total capacity is as of June 30, 2025. All amounts are committed, except for Upstart High Yield Loan Trust of $150.0 million, Upstart Small Dollar Loan Trust of $100.0 million and Upstart Loan Trust for which $150.0 million of the $325.0 million total capacity is uncommitted. As of June 30, 2025, the Upstart Auto Warehouse Trust facility has been terminated.
(4)Represents the aggregate restricted cash and unpaid principal balance of loans pledged as collateral.
Schedule of Maturities of All Borrowings
The following table summarizes the aggregate amount of maturities of all borrowings:
June 30, 2025
Remaining 2025$— 
2026299,129 
2027— 
2028189,539 
2029431,250 
2030500,000 
Thereafter29,731 
Total$1,449,649 
Convertible Debt
The following table presents details of the Notes:

Interest Rate
Initial Conversion Rate per $1,000 Principal
Initial Conversion Price
Conversion Date
2026 Notes
0.25%; payable semiannually on February 15 and August 15
3.5056$285.26May 15, 2026
2029 Notes
2.00%; payable semiannually on April 1 and October 1
21.9029$45.66July 1, 2029
2030 Notes
1.00%; payable semiannually on May 15 and November 15
10.8702$91.99August 15, 2030
The following table presents the components of the Notes as of December 31, 2024 and June 30, 2025:

December 31, 2024June 30, 2025
Principal Amount
Unamortized
Debt
Discount
Net
Carrying
Amount
Fair
Value
Principal Amount
Unamortized
Debt
Discount
Net
Carrying
Amount
Fair
Value
2026 Notes
$299,129 $(2,339)$296,790 $272,727 $299,129 $(1,640)$297,489 $285,668 
2029 Notes
431,250 (9,932)421,318 675,732 431,250 (8,936)422,314 710,535 
2030 Notes
500,000 (11,545)488,455 488,015 500,000 (10,594)489,406 518,640 
Total
$1,230,379 $(23,816)$1,206,563 $1,436,474 $1,230,379 $(21,170)$1,209,209 $1,514,843 
Schedule of Key Terms for Capped Calls
The following table sets forth other key terms for the Capped Calls related to each series of Notes:

Initial Strike Price per Share, Subject to Certain Adjustments
Initial Cap Price per Share, Subject to Certain Adjustments
Shares of Common Stock Covered, Subject to Anti-Dilution Adjustments
(in millions)
Final Expiration Date
2026 Capped Calls
$285.26$400.361.0August 15, 2026
2029 Capped Calls
$45.66$70.249.4September 27, 2029