Borrowings (Tables)
|
6 Months Ended |
Jun. 30, 2026 |
|---|
| 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,
2025 | | June 30,
2026 | | | | | | | Warehouse credit facilities | | $ | 97,333 | | | $ | 251,758 | | Risk retention financing facility | | 75,647 | | | 92,031 | | | | | | | | Convertible senior notes | | 1,687,794 | | | 1,687,794 | | | Total payments due | | 1,860,774 | | | 2,031,583 | | | Unamortized debt discount | | (31,629) | | | (28,454) | | | Total borrowings | | $ | 1,829,145 | | | $ | 2,003,129 | |
The following table presents the details of the Company’s revolving warehouse credit facilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31,
2025 | | June 30,
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 2028 and June 2029 | | 400,000 | | | 56,255 | | | 23,025 | | | 308,615 | | | 177,451 | | | Upstart Small Dollar Loan Trust | | Benchmark rate + 5.5% | | June 2027 and June 2028 | | 100,000 | | | 128,973 | | | 74,307 | | | 123,475 | | | 74,307 | | | | | | | | | | | | | | | | | | Total | | | | | | $ | 650,000 | | | $ | 185,231 | | | $ | 97,333 | | | $ | 432,090 | | | $ | 251,758 | | | | | | | | | | | | | | | | |
_________ (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 SOFR, 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 June 30, 2026. Upstart Small Dollar Loan Trust has $100.0 million of uncommitted capacity and Upstart Loan Trust has $225.0 million of uncommitted capacity out of the $400.0 million total. (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,
2026 | | | | | | | | | | | Remaining 2026 | | $ | 66,544 | | | 2027 | | — | | | 2028 | | 74,307 | | | 2029 | | 608,701 | | | 2030 | | 500,000 | | | Thereafter | | 782,031 | | | Total | | $ | 2,031,583 | |
|
| Schedule of 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 | | $285.26 | | May 15, 2026 | 2029 Notes | | 2.00%; payable semiannually on April 1 and October 1 | | 21.9029 | | $45.66 | | July 1, 2029 | 2030 Notes | | 1.00%; payable semiannually on May 15 and November 15 | | 10.8702 | | $91.99 | | August 15, 2030 | 2032 Notes | | 0% | | 12.1215 | | $82.50 | | November 15, 2031 |
The following table presents the components of the Notes as of December 31, 2025 and June 30, 2026:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31,
2025 | | June 30,
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 | | | $ | (57) | | | $ | 66,487 | | | $ | 66,038 | | 2029 Notes | | 431,250 | | | (7,933) | | | 423,317 | | | 566,500 | | | 431,250 | | | (6,918) | | | 424,332 | | | 490,133 | | 2030 Notes | | 500,000 | | | (9,643) | | | 490,357 | | | 461,614 | | | 500,000 | | | (8,684) | | | 491,316 | | | 408,514 | | | 2032 Notes | | 690,000 | | | (13,613) | | | 676,387 | | | 573,687 | | | 690,000 | | | (12,512) | | | 677,488 | | | 525,839 | | Total | | $ | 1,687,794 | | | $ | (31,398) | | | $ | 1,656,396 | | | $ | 1,665,759 | | | $ | 1,687,794 | | | $ | (28,171) | | | $ | 1,659,623 | | | $ | 1,490,524 | |
|
| 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 | | $400.36 | | 0.2 | | August 15, 2026 | 2029 Capped Calls | | $45.66 | | $70.24 | | 9.4 | | September 27, 2029 | | 2032 Capped Calls | | $82.50 | | $126.92 | | 8.4 | | February 15, 2032 |
|