News & Events

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 19, 2026, Upstart Holdings, Inc. (“Upstart” or the “Company”) announced that its Board of Directors (the “Board”) elected Tim Wennes to serve as a Class I director on the Board, effective as of May 28, 2026. The Board has not yet determined whether Mr. Wennes will serve on any committees of the Board. Mr. Wennes has over 35 years of experien…

Results of Operations and Financial Condition. On May 5, 2026, Upstar t Holdings, Inc. (“Upstart”) reported financial results for the fiscal quarter ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein. The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,…

Other Events. On February 19, 2026, Upstart Holdings, Inc. (NASDAQ: UPST), issued a press release announcing that it repurchased $100 million of common stock, a total of 3,193,294 shares at an average price of $31.31 per share, between February 12, 2026 and February 18, 2026 in open market transactions pursuant to a share repurchase program previously authorized by the Upstart Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference h…

Results of Operations and Financial Condition. On February 10, 2026, Upstar t Holdings, Inc. (“Upstart”) reported financial results for the fiscal quarter and full fiscal year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein. The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Sec…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Chief Executive Officer Transition On February 10, 2026, Upstart Holdings, Inc. (“Upstart” or the “Company”) announced that its Board of Directors (the “Board”) appointed Paul Gu, the Company’s Co-founder and current Chief Technology Officer, to succeed Dave Girouard as the Company’s Chief Executive Officer effective May 1, 2026. Mr. Girouard will…

Results of Operations and Financial Condition. On November 4, 2025, Upstar t Holdings, Inc. (“Upstart”) reported financial results for the fiscal quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein. The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act…

Other Events. Launch Press Release On August 11, 2025, the Company issued a press release announcing its intention to offer $500.0 million aggregate principal amount of convertible senior notes in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Pricing Press Release On August…

Unregistered Sales of Equity Securities. The information set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Termination of a Material Definitive Agreement. The information set forth under

Entry into a Material Definitive Agreement. Convertible Notes and the Indenture On August 14, 2025, Upstart Holdings, Inc. (the “Company”) issued $690.0 million in aggregate principal amount of its 0% Convertible Senior Notes due 2032 (the “Notes”) pursuant to an indenture (the “Indenture”), dated August 14, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes will not bear regular interest, and the principal amount of the notes will not accrete.…

Results of Operations and Financial Condition. On August 5, 2025, Upstart Holdings, Inc. (the “Company”) furnished a Current Report on Form 8-K that included a press release reporting its financial results for the fiscal quarter ended June 30, 2025 (the “Original Form 8-K”). This Current Report on Form 8-K/A amends the Original Form 8-K solely for the purpose of correcting an error with respect to the Company’s diluted Adjusted Net Income (Loss) Per Share for the three and six months ended Ju…

Results of Operations and Financial Condition. On August 5, 2025, Upstar t Holdings, Inc. (“Upstart”) reported financial results for the fiscal quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein. The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934…

Results of Operations and Financial Condition. On May 6, 2025, Upstar t Holdings, Inc. (“Upstart”) reported financial results for the fiscal quarter ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Other Events. Upstart Holdings, Inc. (“Upstart”) and OneProgress Services LLC (“OnePay”), a financial technology company that is majority owned by Walmart Inc. (“Walmart”), have entered into a one-year strategic partnership. The partnership is expected to help Upstart market consumer lending products to Walmart’s customer base. As part of the partnership, Upstart and OnePay will collaborate on co-branded offerings, including co-branded direct mail campaigns. Upstart does not expect the partne…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 18, 2025, the Board of Directors (the “Board”) of Upstart Holdings, Inc. (“Upstart”) approved an increase in the size of the Board to nine (9) members and elected Peter Bernard to serve as a Class II director on the Board, effective as of February 19, 2025. Mr. Bernard currently serves as the Board Chair of Barclays Bank U.S., LLC and B…

Entry into a Material Definitive Agreement. On February 14, 2025, in connection with the commencement of an “at the market” offering program, Upstart Holdings, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with BTIG, LLC, as sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), having an aggregate offering pric…

Results of Operations and Financial Condition. On February 11, 2025, Upstart Holdings, Inc. (the “Company”) furnished a Current Report on Form 8-K that included a press release reporting its financial results for the fiscal quarter and full fiscal year ended December 31, 2024 (the “Original Form 8-K”). This Current Report on Form 8-K/A amends the Original 8-K solely for the purpose of correcting an error with respect to the Company’s diluted adjusted net income per share and diluted weighted-…

Results of Operations and Financial Condition. On February 11, 2025, Upstar t Holdings, Inc. (“Upstart”) reported financial results for the fiscal quarter and full fiscal year ended December 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein. The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Sec…