v3.26.1
Borrowings
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Borrowings Borrowings
The following table presents the aggregate principal outstanding of all borrowings that are included in the condensed consolidated balance sheets:
December 31, 2025March 31, 2026
Warehouse credit facilities$97,333 $183,307 
Risk retention financing facility
75,647 80,661 
Convertible senior notes1,687,794 1,687,794 
Total payments due1,860,774 1,951,762 
Unamortized debt discount(31,629)(30,097)
Total borrowings$1,829,145 $1,921,665 
The following table summarizes the aggregate amount of maturities of all borrowings:
March 31, 2026
Remaining 2026$66,544 
2027— 
2028183,307 
2029431,250 
2030500,000 
Thereafter770,661 
Total$1,951,762 
Warehouse Credit Facilities

The following table presents the details of the Company’s revolving warehouse credit facilities:
December 31, 2025March 31, 2026
Stated Interest Rate(1)
Termination and Maturity(2)
Total Borrowing Capacity(3)
Collateral(4)
Outstanding Borrowings
Collateral(4)
Outstanding Borrowings
Upstart Auto Warehouse Trust 2
Benchmark rate + 0% - 4.0%
August 2026 and August 2027$150,000 $3 $1 $— $— 
Upstart Loan Trust
Benchmark rate + 1.8% - 3.4%
June 2027 and June 2028325,000 56,255 23,025 194,751 109,000 
Upstart Small Dollar Loan Trust
Benchmark rate + 5.5%
June 2027 and June 2028100,000 128,973 74,307 135,404 74,307 
Total$575,000 $185,231 $97,333 $330,155 $183,307 
_________
(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, the Term Secured Overnight Financing Rate, and the weighted-average cost of
commercial paper notes issued by the lender. The stated interest rate excludes maximum unused commitment fees of 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 March 31, 2026. Upstart Small Dollar Loan Trust has $100.0 million of uncommitted capacity and Upstart Loan Trust has $150.0 million of uncommitted capacity out of the $325.0 million total.
(4)Represents the aggregate restricted cash and unpaid principal balance of loans pledged as collateral.

The Company’s warehouse credit facilities contain certain financial covenants. On April 15, 2026, the Company obtained a waiver under the Upstart Loan Trust warehouse facility related to breaches of certain financial covenants for the March 2026 collection period. As of March 31, 2026, the Company was in compliance with all applicable covenants for its other warehouse credit facilities.
Risk Retention Financing Facility

In June 2025, the Company entered into a $100.0 million risk retention financing facility to finance certain securitization notes receivable it retained in a capacity of the risk retention sponsor under applicable risk retention regulations. Under this facility, the Company pledged the securitization notes receivable as collateral. The facility’s maturity aligns with the stated maturities of the underlying notes, which range from 2026 to 2036. The facility is accounted for as a secured borrowing.

As of March 31, 2026, the outstanding balance of the facility was $80.7 million, presented within borrowings on the condensed consolidated balance sheets. The fair value of the securitization notes receivable pledged was $80.4 million, $78.3 million of which is presented within notes receivable and residual certificates (at fair value) on the condensed consolidated balance sheets and $2.1 million related to the consolidated securitization. The financing bears interest at the weighted-average coupon of the pledged securities plus a 0.40% spread.

Pledged collateral levels are monitored and maintained at an agreed-upon percentage of the outstanding borrowings during the life of the borrowing. In the event of a decline in the fair value of the pledged collateral, the Company may be required to transfer cash or pledge additional securities under this facility.

On April 22, 2026 the risk retention financing facility was amended to increase the maximum facility amount from $100.0 million to $200.0 million.
Convertible Senior Notes

In August 2021, the Company issued $661.3 million in aggregate principal amount of 0.25% convertible senior notes due 2026 (the “2026 Notes”). In September 2024, the Company issued $431.3 million in aggregate principal amount of 2.00% convertible senior notes due 2029 (the “2029 Notes”). In November 2024, the Company issued $500.0 million in aggregate principal amount of 1.00% convertible senior notes due 2030 (the “2030 Notes”). In August 2025, the Company issued $690.0 million in aggregate principal amount of 0% convertible senior notes due 2032 (the “2032 Notes” and, together with the 2026 Notes, 2029 Notes and 2030 Notes, the “Notes”).

Concurrently with the issuance of the 2029 Notes and the 2032 Notes, the Company repurchased portions of the 2026 Notes. In the third quarter of 2024, the Company used approximately $302.4 million of the net proceeds from the offering of the 2029 Notes to repurchase approximately $334.2 million in aggregate principal amount of the outstanding 2026 Notes in individually negotiated transactions and additionally repurchased approximately $27.9 million of the outstanding 2026 Notes in open-market purchases. In August 2025, the Company used approximately $224.2 million of the net proceeds from the offering of the 2032 Notes to repurchase approximately $232.6 million in aggregate principal amount of the outstanding 2026 Notes in individually negotiated transactions.
The repurchases of the 2026 Notes were accounted for as a debt extinguishment. The difference between the consideration paid to repurchase the 2026 Notes and the carrying value of the 2026 Notes, resulted in a gain on debt extinguishment of $33.4 million and $7.2 million separately reported on the condensed consolidated statement of operations and comprehensive income (loss) during the third quarter of 2024 and 2025, respectively. The partial extinguishments did not result in any changes to the terms of the 2026 Notes.

Each series of Notes is governed by its respective indenture (each, an “Indenture”), and represents senior unsecured obligations of the Company. The 2026 Notes mature on August 15, 2026, the 2029 Notes mature on October 1, 2029, the 2030 Notes mature on November 15, 2030, and the 2032 Notes mature on February 15, 2032, unless such Notes are earlier converted, redeemed, or repurchased in accordance with their terms. The Company may redeem for cash all or any portion of the Notes, at its option, on or after August 20, 2024, in the case of the 2026 Notes, on or after October 6, 2027, in the case of the 2029 Notes, on or after November 20, 2027, in the case of the 2030 Notes, and on or after August 20, 2028, in the case of the 2032 Notes, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price for the Notes of the applicable series then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption for the Notes of such series at a redemption price equal to 100% of the principal amount of the Notes of such series to be redeemed, plus any accrued and unpaid interest (or special interest, if any, in the case of the 2032 Notes) to, but excluding, the redemption date.

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
2032 Notes
0%12.1215$82.50November 15, 2031

Holders of the Notes may convert their Notes at their option any time prior to the close of business on the business day immediately preceding May 15, 2026, in the case of the 2026 Notes; July 1, 2029, in the case of the 2029 Notes; August 15, 2030, in the case of the 2030 Notes; and November 15, 2031, in the case of the 2032 Notes, only under the following circumstances:

(1) during any calendar quarter commencing after December 31, 2021, in the case of the 2026 Notes, December 31, 2024, in the case of the 2029 Notes, March 31, 2025, in the case of the 2030 Notes and December 31, 2025, in the case of the 2032 Notes, (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price for the respective Notes on each applicable trading day;

(2) during the five business-day period after any five consecutive trading-day period in which the trading price per $1,000 principal amount of the applicable series of Notes for each trading day of such five consecutive trading-day period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate of the respective Notes on each such trading day;
(3) if the Company calls any or all of the Notes of the applicable series for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

(4) upon the occurrence of specified corporate events.

On or after May 15, 2026, in the case of the 2026 Notes, July 1, 2029, in the case of the 2029 Notes, August 15, 2030, in the case of the 2030 Notes, and November 15, 2031, in the case of the 2032 Notes, holders of the Notes of the applicable series may surrender all or any portion of their Notes of such series for conversion at any time prior to the close of business on the second scheduled trading day immediately preceding the applicable maturity date regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, either cash, shares of common stock or a combination of cash and shares of common stock, at its election.

The conversion price for each series of Notes will be subject to adjustment if certain events occur. In addition, following certain corporate events that may occur prior to the applicable maturity date or following the Company’s issuance of a notice of redemption for a series of Notes, the Company may be required to increase the conversion rate for the holder of the Notes of such series who elect to convert such Notes in connection with such corporate event or during the related redemption period in certain circumstances. Additionally, upon the occurrence of a corporate event that constitutes a “fundamental change” pursuant to the applicable Indenture, holders of the applicable series of Notes may require the Company to repurchase for cash all or a portion of such Notes at a repurchase price equal to 100% of the principal amount of the Notes of such series to be redeemed plus accrued and unpaid interest (or special interest, if any, in the case of the 2032 Notes) to, but excluding, the fundamental change repurchase date.

The Company accounted for the issuance of each series of the Notes as a single liability at par as the conversion feature of each series of Notes does not require bifurcation as a derivative under ASC 815 and the Notes were not issued at a substantial premium. Debt issuance costs related to the 2026 Notes, 2029 Notes, 2030 Notes and 2032 Notes totaled $15.7 million, $10.4 million, $11.8 million, and $14.4 million respectively, which are amortized to interest expense under the effective interest method over the contractual term. The effective interest rate of the 2026 Notes, 2029 Notes, 2030 Notes and 2032 Notes is 0.7%, 2.5%, 1.4%, and 0.3% respectively.

The Company recorded an immaterial amount of coupon interest expense and an immaterial amount of amortization of debt issuance costs related to the Notes for all periods presented. These amounts were presented within other income, net for the three months ended March 31, 2025 and within interest expense for the three months ended March 31, 2026 in the condensed consolidated statements of operations and comprehensive loss. Accrued interest expenses related to the Notes were immaterial and $6.2 million as of December 31, 2025 and March 31, 2026, respectively.
The following table presents the components of the Notes as of December 31, 2025 and March 31, 2026:

December 31, 2025March 31, 2026
Principal Amount
Unamortized
Debt
Discount
Net
Carrying
Amount
Fair
Value
Principal Amount
Unamortized
Debt
Discount
Net
Carrying
Amount
Fair
Value
2026 Notes
$66,544 $(209)$66,335 $63,958 $66,544 $(132)$66,412 $65,038 
2029 Notes
431,250 (7,933)423,317 566,500 431,250 (7,427)423,823 421,465 
2030 Notes
500,000 (9,643)490,357 461,614 500,000 (9,164)490,836 364,090 
2032 Notes690,000 (13,613)676,387 573,687 690,000 (13,063)676,937 448,224 
Total
$1,687,794 $(31,398)$1,656,396 $1,665,759 $1,687,794 $(29,786)$1,658,008 $1,298,817 

The estimated fair value represents Level 2 valuations in the fair value hierarchy and was determined based on the estimated or actual bids and offers of the Notes in an over-the-counter market.
Capped Call Transactions

In connection with the issuance of the 2026 Notes, the 2029 Notes, and the 2032 Notes, the Company entered into separate privately negotiated capped call instruments with certain financial institutions (the “2026 Capped Calls,” with respect to the 2026 Notes, the “2029 Capped Calls,” with respect to the 2029 Notes, the “2032 Capped Calls,” with respect to the 2032 Notes, and the 2026 Capped Calls together with the 2029 Capped Calls and the 2032 Capped Calls, the “Capped Calls”).

The Capped Calls are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the 2026 Notes, 2029 Notes and 2032 Notes, as applicable, and/or offset any cash payments the Company is required to make in excess of the principal amount of such converted 2026 Notes, 2029 Notes, and 2032 Notes as the case may be, in the event the market price per share of the Company’s common stock, as measured under the terms of the Capped Calls, is greater than the strike price of the Capped Calls, with such reduction and/or offset subject to a cap. If, however, the market price per share of the common stock, as measured under the terms of the Capped Calls, exceeds the cap price of the Capped Calls, there would be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price per share of the Company’s common stock exceeds the cap price of the 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$400.360.2August 15, 2026
2029 Capped Calls
$45.66$70.249.4September 27, 2029
2032 Capped Calls$82.50$126.928.4February 15, 2032
The Capped Calls were determined to be freestanding financial instruments that meet the criteria for classification in equity; as such, the Capped Calls were recorded as a reduction of additional paid-in capital within stockholders’ equity.

In the third quarter of 2024 and 2025, in connection with the partial repurchases of the 2026 Notes described above, the Company entered into agreements to terminate portions of the 2026 Capped Calls corresponding to the aggregate principal amounts of the 2026 Notes repurchased. As a result of these partial terminations, the Company received immaterial cash payments which were recorded as an increase to additional paid-in capital within stockholders’ equity.