Slides
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Q3 2026 Earnings November 3, 2026
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Forward looking statements 2 This presentation contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including but not limited to, information or predictions concerning our future financial performance, including our financial outlook for Q4 2026 and the full fiscal year 2026 and beyond under the headings “Results” and “Outlook” and management’s estimates under the heading “Funding update,” projected growth and other strategies, business plans and objectives, potential market and growth opportunities, competitive position, technological or market trends, and industry environment. These statements may include words such as “aim”, "anticipate", “becoming”, "believe", "can have", “continue”, “could”, “estimate”, “expect”, “intend”, “likely”, “look forward”, “may”, “ongoing”, “plan”, “potential”, “predict”, "project”, "intend", "should", “target”, “aim”, "believe", "may", "will", "should", “becoming”, “look forward”, “could”, "can have", "likely", "will", “would” or the negative of these terms or other comparable terminology in connection with any discussion of the timing or nature of future operating or financial performance or other events that do not relate strictly to historical or current facts. Forward-looking statements are based on information available at the time those statements are made or management’s good faith beliefs and assumptions as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in, or suggested by, the forward-looking statements and should not be read as a guarantee of future performance or results. Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. More information about factors that could affect our results of operations and risks and uncertainties are provided in our public filings with the Securities and Exchange Commission (the "SEC"), including “Risk Factors” in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which may be obtained by visiting our investor relations website at ir.upstart.com or the SEC’s website at www.sec.gov. These risks and uncertainties include, but are not limited to: our ability to manage the adverse effects of macroeconomic conditions and disruptions in the banking sector and credit markets, including inflation and related changes in interest rates and monetary policy; our ability to access sufficient loan funding, including through securitizations, committed capital and other co-investment arrangements, whole loan sales and warehouse credit facilities; the effectiveness of our credit decisioning models and risk management efforts, including reflecting the impact of macroeconomic conditions on borrowers’ credit risk; our ability to retain existing, and attract new, lending partners; our future growth prospects and financial performance; our ability to manage risks associated with the loans on our balance sheet; our ability to improve and expand our platform and products; and our ability to operate successfully in a highly-regulated industry. Moreover, we operate in very competitive and rapidly changing environments, and new risks may emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Additional information will be available in other future reports that we file with the SEC from time to time, which could cause actual results to vary from expectations. This presentation contains statistical data, estimates and forecasts that are based on independent industry publications or other publicly available information, as well as other information based on our internal sources. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and other publicly available information. Accordingly, we make no representations as to the accuracy or completeness of that data nor do we undertake to update such data after the date of this presentation. This presentation includes non-GAAP financial measures, including contribution profit, contribution margin, adjusted EBITDA, and adjusted EBITDA margin. These non-GAAP financial measures are in addition to, and not a substitute for or superior to measures of financial performance prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures. For example, other companies may calculate similarly-titled non-GAAP financial measures differently. Refer to slide 35 for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures. A reconciliation of non-GAAP guidance financial measures to corresponding GAAP guidance financial measures is not available on forward-looking basis without unreasonable effort due to the uncertainty and potential variability of expenses that may be incurred in the future and cannot be reasonably determined or predicted at this time. It is important to note that these factors could be material to our results of operations computed in accordance with GAAP. Note: Amounts presented in charts may not sum to year-to-date totals due to rounding.
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Results 3
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4 $371M +34% YoY Originations Total Revenue Net Income Adjusted EBITDA $4.1B +44% YoY $37M $89M 24% margin 10% margin Q3’26 results: strong year-over-year growth and profitability Note: All figures are approximate.
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5 Total originations were up 44% year-over-year - $4.1B Q3’26 Originations: +44% YoY Q2’25 Q3’25 Q4’25 Q1’26 Q2’26 Q3’26 YoY Growth: +80% +52% +61% +50% +44% # loans: 428,056 455,788 425,356 558,014 574,089 Originations, Dollars ($M)
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- 6 All-time high fee revenue drives total revenue higher $371M Q3’26 Revenue: +34% YoY Q2’25 Q3’25 Q4’25 Q1’26 Q2’26 Q3’26 YoY Growth: +71% +35% +44% +42% +34% Note: Totals may not sum due to rounding. Fees: platform & referral, servicing, loan sales Net interest income & fair value adjustments Total Revenue ($M)
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7 All-time high Contribution Profit Q2’25 Q3’25 Q4’25 Q1’26 Q2’26 Q3’26 YoY Growth: +44% +15% +34% +37% +48% Contribution Margin: 57% 53% 50% 55% 60% Contribution Profit ($M) $218M Q3’26 Contribution Profit: +48% YoY
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8 GAAP profits move higher - Net Income ($M) Q2’25 Q3’25 Q4’25 Q1’26 Q2’26 Q3’26 Net Income Margin: 11% 6% -2% 5% 10% YoY Growth: +571% +776% -172% +195% +15% $37M Q3’26 Net Income: +15% YoY
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9 Adjusted EBITDA growth with continued margin expansion - Adjusted EBITDA ($M) Q2’25 Q3’25 Q4’25 Q1’26 Q2’26 Q3’26 Adj. EBITDA Margin: 26% 22% 13% 21% 24% YoY Growth: NM +64% -5% +45% +26% $89M Q3’26 Adjusted EBITDA: +26% YoY Note: “NM” refers to growth rates that are >1000% and are therefore not meaningful.
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Outlook 10
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11 Note: Guidance figures are approximate. FY 2026 Revenue from fees $1.32 billion Prior: $1.3 billion Total Revenue $1.35 billion Prior: $1.4 billion Adjusted EBITDA (Margin % of Total Revenue) $260 million (19% margin) Prior: $294 million (21% margin) 3-Year Target 2025 - 2028 Total Revenue Compound Annual Growth Rate 35% 2028 Adjusted EBITDA Margin (% of Total Revenue) 25% Updated 2026 guidance Note: All guidance figures are approximate.
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12 Upstart Macro Index (UMI) November 3, 2026 UMI: 1.53 Note: UMI estimates the impact of the macroeconomy on actual credit losses based on Upstart-powered unsecured personal loan data, see: https://www.upstart.com/umi. UMI data as of November 3, 2026. Beginning July 8, 2026, UMI values are named based on their publication date rather than the month of payments they describe. Historical data has been relabeled to fit the new convention. Macro-driven default risk has risen November 3, 2026 UMI is 1.53 # Jan 1, 2018 Jan 1, 2020 Jan 1, 2022 Jan 1, 2024 Jan 1, 2026
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Product results 13
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14 Core personal loans made up a larger share of Unsecured originations versus Q2 Breakout by borrower segment Core (FICO <720) Super prime (720+) Small dollar + Cash Line Note: TransUnion data used for credit scoring. Totals may not sum due to rounding. $3.5B Q3’26 Unsecured Originations: +33% YoY Q2’25 Q3’25 Q4’25 Q1’26 Q2’26 Q3’26 YoY Growth: +73% +41% +50% +38% +33% # Unsecured loans: 420,089 443,784 410,854 535,191 549,415 Unsecured Originations ($M)
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Q2’25 Q3’25 Q4’25 Q1’26 Q2’26 Q3’26 # Auto loans: 6,705 9,918 12,202 20,023 21,644 # Home loans: 1,262 2,086 2,300 2,800 3,030 15 Secured originations were essentially flat QoQ, nearly triple YoY Auto Home Auto YoY Growth ~3X Home YoY Growth ~2X $587M Q3’26 Secured Originations: +194% YoY Note: Auto Refinance originations were sunset during Q2'26. Secured Originations ($M)
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- 16 Secured Contribution Margin positive a quarter ahead of target Unsecured Contribution Margin Secured Contribution Margin 17% Q3’26 Secured Contribution Margin: With Unsecured Contribution Margins also moving higher # Q2’25 Q3’25 Q4’25 Q1’26 Q2’26 Q3’26 Contribution Margin (%)
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Technology and product highlights 17
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- Q3’26 predictive accuracy captured: Upstart 12.73% Traditional model 4.60% 18 Traditional credit model inaccuracy gap = 95.40% Q2’18: 92.30% Q3’26: 87.27% Personal loan underwriting: 87.27% of the accuracy opportunity remaining Our AI underwriting model is 2.77X as good as a traditional credit model Eight years of steady gains — a compounding edge with significant runway ahead Note: A model's "inaccuracy gap" represents its distance from perfect prediction. 0% = perfect; 100% = no predictive power; lower is better.
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More automation can drive higher loan volumes Breaking down the math — how we arrived at the Percentage of Loans Fully Automated in Q3’26 19 Note: Amounts presented in figures may not sum to totals due to rounding. Step 1 Step 2 Step 3 683K 525K 158K applications (23%) manually reviewed 90% of 541K funded loans fully automated in Q3’26, with no human intervention by Upstart Automated approvals converted at ~3x the rate of those reviewed manually ~53K ~3 of 10 applications converted to loans ~488K ~9 of 10 applications converted to loans rate offers accepted and evaluated by our verification model in Q3’26 applications (77%) approved automatically
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- 20 Cumulative unique applicants Q3’26: 25.5M More than 25 million unique Americans have applied for an Upstart-powered loan A record 555,000+ unique Americans took out loans in Q3. Borrowers are more likely than ever to come back with 250,000+ people returning to Upstart for another loan. Note: “Cumulative unique applicants” refers to unique individuals who have applied for an Upstart-powered loan through the end of the reporting period, based on internal calculations.
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Funding update 21
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- 22 2-Year Treasury Yield Expected cash flows The net annualized return from investing equally in our last 12 quarterly vintages would represent a ~660 basis point premium over the 2-Year Treasury. Upstart loans have consistently delivered attractive returns to third-party capital partners Upside/downside range Note: Cohorts are personal loans only and exclude Small Dollar Loans and Cash Line. Net annualized return includes assumed future cash flows, net of servicing fees. Data are as of September 30, 2026. "Upside," "expected," and "downside" reflect Upstart's internal return expectations for vintages since Q3'23. Q3'26 is excluded due to limited seasoning.
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- 23 All other third-partiesCommitted capital partnerships Loans held on Upstart’s balance sheet, at fair value Third-party partners funded >95% of the platform — 68% through commitments of up to two years Total loan balance outstanding ($M) Note: Exhibit shows funding source as a percentage of total loan balance outstanding. “Total loan balance outstanding” is the unpaid principal balance of all loans originated on Upstart’s platform since inception. “Committed capital partnerships” is the principal balance of loans underlying beneficial interests held by capital partners. “All other third-parties” is the remaining loan balance after excluding loans held on balance sheet at fair value and loans included in committed capital partnerships, and includes lending partners, non-committed investors, and unconsolidated securitizations. Percentages may not sum to 100% due to rounding. Q2’25 Q3’25 Q4’25 Q1’26 Q2’26 Q3’26
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- 24 Equity capital usage fell to 9.0% of total loans outstanding, from 11.6% a year ago Equity capital used as a % of total loan balance outstanding Total loan balance outstanding ($M) Equity capital used (%) Total loan balance outstanding ($M) Note: “Total loan balance outstanding” refers to the unpaid principal balance of loans originated on Upstart’s platform since inception. Equity capital used is the sum of: (1) loans at fair value, less warehouse borrowings and amounts payable to securitization note holders at fair value; (2) beneficial interest assets and line of credit receivable at fair value, less beneficial interest liabilities at fair value, plus restricted cash associated with co-investments; and (3) notes receivable and residual certificates at fair value, less risk retention financing borrowings. Loans pledged as co-investment collateral are included in item (1). Unrestricted cash is excluded. See the appendix for a breakdown of the components. Note: See appendix for the value of Upstart’s committed capital and co-investment arrangements, including the aggregate maximum loss exposure, assessed value and range of outcomes. Q2’25 Q3’25 Q4’25 Q1’26 Q2’26 Q3’26
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Upstart Bank 25
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26 March 2026 We applied for a national bank charter July 2026 The OCC granted conditional approval Pending FDIC and Federal Reserve approvals, and final OCC approval Early 2027 Upstart Bank opens, subject to remaining approvals What the bank charter unlocks: A bigger addressable market Every product, in every state, with uniform rate caps Better unit economics Eliminate originating partner bank fees and other economics A lower cost of funding Deposits replace the warehouse facilities that fund loans held on our balance sheet today A simpler operating model Less operational complexity and faster technology velocity — we interface with regulators directly We’re a marketplace: we expect to continue to sell the vast majority of loans to third parties — the bank complements these partnerships We expect the net financial impact to be positive and build over time: our 3-year financial outlook includes the Bank Bank charter has significant strategic value On track to open in early 2027, subject to remaining approvals
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27 We expect to stand up the bank without raising equity Three phases — capital in, deposits raised, and cash released Note: All figures are approximate. 1 Capitalize Upstart Bank Funded from existing assets: ● ~$350M of cash ● ~$54M of servicing assets minimum opening capital $404.1M 2 Deposits fund the loan book purchase Bank raises brokered deposits shortly after launch and uses those funds to buy most of the existing loan book and begin to fund new loans. Minimums for the bank’s first three years: ● 12% tier 1 leverage ratio ● 15% total risk-based capital ratio 3 Debt repaid, cash released The equity that had been funding the loan book is released as cash. Repay the warehouse facilities. We expect co-investments in committed capital partnerships to remain outside of the bank. warehouse balance as of 9/30/2026 $328M deposit target $1.5B
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28 Illustrative pro forma — if these transactions had been executed against the 9/30/26 balance sheet Upstart Holdings consolidated cash and cash equivalents ($M) $461 +$941 −$328 Cash at 9/30/26 Deposits fund the loan book Warehouse facilities repaid Pro forma cash $1,074 Illustrative — shown as if the entire loan book is sold. Note: This pro forma analysis applies the planned Upstart Bank launch mechanics to our 9/30/26 balance sheet and is solely for illustrative purposes; it is not guidance, a forecast, or an indication of our expected cash balance at any future date. Capitalizing the Bank is an intercompany transaction and does not reduce consolidated cash. All figures are approximate. The Bank is expected to buy the majority of the loan book, not all of it, but for simplicity this illustration assumes the entire loan book is sold.
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Financial appendix 29
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Condensed Consolidated Balance Sheet (in thousands) 30 Fiscal 2025 Fiscal 2026 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Assets Cash and cash equivalents $ 395,940 $ 489,784 $ 652,388 $ 472,934 $ 455,957 $ 461,484 Restricted cash 305,520 347,121 404,624 458,400 526,320 666,984 Loans (at fair value) (1) 1,019,504 1,229,976 984,552 1,014,089 1,064,239 940,747 Property, equipment, and software, net 43,942 44,259 44,174 48,002 49,421 51,127 Operating lease right of use assets 37,620 34,646 16,410 13,605 18,783 56,921 Beneficial interest assets (at fair value) 266,761 316,199 396,216 474,796 545,938 613,652 Line of credit receivable (at fair value) 107,456 114,846 112,742 111,916 111,772 110,110 Notes receivable and residual certificates (at fair value) 54,708 76,761 97,416 105,066 120,375 144,613 Non-marketable equity securities 41,250 41,250 41,250 41,250 41,000 41,000 Goodwill 67,062 67,062 67,062 67,062 67,062 67,062 Other assets 138,105 142,944 157,971 154,561 170,406 185,342 Total assets $ 2,477,868 $ 2,904,848 $ 2,974,805 $ 2,961,681 $ 3,171,273 $ 3,339,042 Liabilities and Stockholders’ Equity Liabilities: Payable to investors $ 91,669 $ 93,400 $ 107,659 $ 125,523 $ 145,208 $ 166,729 Borrowings 1,428,479 1,855,754 1,829,145 1,921,665 2,003,129 2,027,322 Payable to securitization note holders (at fair value) 65,152 55,175 46,542 39,188 32,122 25,505 Accrued expenses and other liabilities 126,725 116,250 171,495 124,591 170,974 171,075 Operating lease liabilities 43,833 40,551 21,149 17,548 22,352 60,991 Total liabilities 1,755,858 2,161,130 2,175,990 2,228,515 2,373,785 2,451,622 Stockholders’ equity: Common stock 10 10 10 10 10 10 Additional paid-in capital 1,129,997 1,119,900 1,156,361 1,097,358 1,145,141 1,198,495 Accumulated deficit (407,997) (376,192) (357,556) (364,202) (347,663) (311,085) Total stockholders’ equity 722,010 743,718 798,815 733,166 797,488 887,420 Total liabilities and stockholders’ equity $ 2,477,868 $ 2,904,848 $ 2,974,805 $ 2,961,681 $ 3,171,273 $ 3,339,042 (1) Includes $75.9 million, $64.1 million, $53.8 million, $44.9 million, $36.3 million and $28.9 million of loans, at fair value, contributed as collateral for the consolidated securitization as of June 30, 2025, September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, and September 30, 2026, respectively.
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31 Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) (in thousands, except share and per share data) Fiscal 2025 Fiscal 2026 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Revenue: Revenue from fees, net $ 240,777 $ 258,539 $ 265,220 $ 277,063 $ 348,019 $ 364,030 Interest income, interest expense, and fair value adjustments, net: Interest income (1) 45,623 57,203 60,836 56,061 57,051 56,561 Interest expense (1) (7,772) (8,794) (8,078) (10,370) (12,531) (12,879) Fair value and other adjustments (21,337) (29,843) (21,888) (14,540) (27,831) (37,190) Total interest income, interest expense, and fair value adjustments, net 16,514 18,566 30,870 31,151 16,689 6,492 Total revenue 257,291 277,105 296,090 308,214 364,708 370,522 Operating expenses: Sales and marketing 73,105 78,844 90,588 104,455 114,512 102,080 Customer operations 46,246 49,790 51,840 55,095 61,319 63,339 Engineering and product development 68,825 64,026 66,913 80,112 93,860 92,652 General, administrative, and other 64,573 60,779 67,830 76,070 80,378 76,452 Total operating expenses 252,749 253,439 277,171 315,732 350,069 334,523 Income (loss) from operations 4,542 23,666 18,919 (7,518) 14,639 35,999 Other income, net 6,027 5,961 5,299 956 2,514 1,244 Expense on convertible notes (4,913) (4,944) (5,056) - - - Gain on debt extinguishment - 7,246 - - - - Net income (loss) before income taxes 5,656 31,929 19,162 (6,562) 17,153 37,243 Provision for income taxes 49 124 526 84 614 665 Net income (loss) $ 5,607 $ 31,805 $ 18,636 $ (6,646) $ 16,539 $ 36,578 Net income (loss) per share, basic $ 0.06 $ 0.33 $ 0.19 $ (0.07) $ 0.17 $ 0.37 Net income (loss) per share, diluted $ 0.05 $ 0.23 $ 0.17 $ (0.07) $ 0.16 $ 0.33 Weighted-average number of shares outstanding used in computing net income (loss) per share, basic 95,526,364 96,682,774 97,594,902 96,901,974 96,573,751 97,998,632 Weighted-average number of shares outstanding used in computing net income (loss) per share, diluted 102,852,284 109,724,669 112,223,816 96,901,974 109,720,846 125,411,247 (1) For fiscal year 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. See “Note 1. Description of Business and Significant Accounting Policies” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 for details.
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Revenue Breakout (in thousands) 32 Fiscal 2025 Fiscal 2026 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Revenue from fees, net: Platform and referral fees, net $ 202,845 $ 216,882 $ 222,277 $ 224,618 $ 284,066 $ 283,139 Servicing and other fees, net 37,932 41,657 42,397 49,112 54,807 69,807 Loan sales fees (1) - - 546 3,333 9,146 11,084 Total revenue from fees, net $ 240,777 $ 258,539 $ 265,220 $ 277,063 $ 348,019 $ 364,030 The following table presents revenue from fees disaggregated by type of service as follows: The following table presents components of fair value and other adjustments, net as follows: (1) Represents fees we charge our third-party loan purchasers for facilitating certain forward-flow loan sales and 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. Fiscal 2025 Fiscal 2026 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Fair value and other adjustments, net: Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net $ (18,878) $ (15,545) $ (27,339) $ (18,187) $ (15,586) $ (26,864) Fair value adjustments and realized gains (losses) on beneficial interests, net (6,288) (13,985) 19,213 13,134 (8,407) (7,067) Realized gain (loss) on sale of loans, net 3,829 (313) (13,762) (9,487) (3,838) (3,259) Total fair value and other adjustments, net $ (21,337) $ (29,843) $ (21,888) $ (14,540) $ (27,831) $ (37,190)
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33 Fiscal 2025 Fiscal 2026 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Cash flows from operating activities Net income (loss) $ 5,607 $ 31,805 $ 18,636 $ (6,646) $ 16,539 $ 36,578 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Change in fair value of loans (28,126) (62,384) (30,224) (62,225) 136,343 36,871 Change in fair value of servicing assets 4,550 4,155 5,851 5,583 6,952 5,218 Change in fair value of servicing liabilities (338) (386) 67 (342) (1,224) (2,948) Change in fair value of beneficial interest assets (5,884) 7,279 (16,979) (10,213) 927 (6,100) Change in fair value of beneficial interest liabilities 12,172 6,706 (2,234) (2,921) 7,480 13,167 Change in fair value of other financial instruments (2,351) (3,145) (1,392) (894) (333) 754 Stock-based compensation 35,511 34,155 32,453 34,811 44,466 39,955 Gain on loan servicing rights, net (7,506) (7,925) (7,627) (7,474) (13,370) (16,637) Gain on debt extinguishment - (7,246) - - - - Depreciation and amortization 5,843 6,131 6,461 5,858 7,126 6,119 Loan premium amortization (10,824) (14,384) (15,589) (11,963) (11,163) (9,707) Non-cash interest expense and other 1,678 2,216 3,388 3,713 4,504 3,765 Condensed Consolidated Statement of Cash Flows (in thousands) Net changes in operating assets and liabilities: Purchases and originations of loans held-for-sale (2,624,546) (2,440,455) (2,662,651) (2,459,444) (3,590,431) (3,671,555) Proceeds from sale of loans held-for-sale 2,407,037 2,270,958 2,684,771 2,371,308 3,160,836 3,505,954 Principal payments received for loans held-for-sale 44,886 55,407 49,115 41,658 53,969 46,374 Principal payments received for loans held by consolidated securitization 9,653 9,839 8,113 8,031 7,111 6,398 Settlements of beneficial interest liabilities, net (5,672) (4,052) (5,882) 1,081 (557) (2,775) Proceeds from beneficial interest assets (derivatives) 75 3,290 506 3,154 7,382 3,631 Settlements of beneficial interest assets (derivatives) (538) (636) (2,916) (1,500) (1,623) (2,208) Other assets (2,373) (239) (14,656) 4,374 (9,457) (4,339) Operating lease liability and right-of-use asset (304) (308) (1,166) (796) (374) 501 Accrued expenses and other liabilities 41,288 (13,410) 60,507 (48,450) 38,265 (8,768) Net cash provided by (used in) operating activities $ (120,162) $ (122,629) $ 108,552 $ (133,297) $ (136,632) $ (19,752)
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Condensed Consolidated Statement of Cash Flows (cont.) (in thousands) Fiscal 2025 Fiscal 2026 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Cash flows from investing activities Purchases and originations of loans held-for-investment (228,024) (288,109) (366,978) (438,365) (178,850) (253,031) Proceeds from sale of loans held-for-investment 18,600 30,948 344,536 313,068 122,658 192,598 Principal payments received for loans held-for-investment 72,524 92,055 98,368 76,443 81,576 86,296 Principal payments received for notes receivable and repayments of residual certificates 3,836 6,374 10,156 11,743 15,311 18,402 Acquisition and settlements of beneficial interest assets (hybrid instruments) (959) (32) (1,830) (1,734) (1,463) (6,941) Proceeds from beneficial interest assets (hybrid instruments) 28,555 49,300 48,673 45,344 61,821 83,873 Issuance of line of credit receivable - (7,862) - - (721) - Repayments of line of credit receivable - 783 2,732 1,369 - 1,422 Purchases of property and equipment (115) (75) (157) (2,750) (2,058) (864) Capitalized software costs (4,251) (3,888) (3,762) (4,242) (4,192) (4,569) Net cash provided by (used in) investing activities $ (109,834) $ (120,506) $ 131,738 $ 876 $ 94,082 $ 117,186 34 Cash flows from financing activities Proceeds from borrowings 122,701 36,492 81,370 123,524 301,026 347,122 Proceeds from convertible notes issuance, net of debt issuance costs paid to lender - 678,270 - - - - Payment of debt issuance costs to third parties - (2,701) (6) - - - Repayments of borrowings (30,406) (54,803) (109,603) (32,626) (221,207) (257,998) Repurchases and repayments of convertible notes - (224,154) - - - (66,544) Purchase of capped calls, net - (54,636) - - - - Principal payments made on securitization notes (10,577) (10,002) (8,569) (7,215) (6,934) (6,491) Payable to investors 8,555 1,731 14,259 17,864 19,685 21,521 Net proceeds related to stock-based award activities 1,655 8,383 2,366 5,253 923 11,147 Repurchases of stock - - - (100,057) - - Net cash provided by (used in) financing activities $ 91,928 $ 378,580 $ (20,183) $ 6,743 $ 93,493 $ 48,757 Change in cash, cash equivalents and restricted cash (138,068) 135,445 220,107 (125,678) 50,943 146,191 Cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period 839,528 701,460 836,905 1,057,012 931,334 982,277 Cash, cash equivalents and restricted cash at end of period $ 701,460 $ 836,905 $ 1,057,012 $ 931,334 $ 982,277 $ 1,128,468
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Reconciliation of Non-GAAP Financial Measures (in thousands, except ratios) 35 Fiscal 2025 Fiscal 2026 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Total revenue $ 257,291 $ 277,105 $ 296,090 $ 308,214 $ 364,708 $ 370,522 Net income (loss) 5,607 31,805 18,636 (6,646) 16,539 36,578 Net Income (Loss) Margin 2% 11% 6% (2%) 5% 10% Adjusted to exclude the following: Stock-based compensation and certain payroll tax expenses (1) $ 36,641 $ 35,404 $ 33,015 $ 36,112 $ 45,881 $ 40,945 Depreciation and amortization 5,843 6,131 6,461 5,858 7,126 6,119 Reorganization expenses - - - - 1,678 - Expense on convertible notes 4,913 4,944 5,056 5,061 5,067 5,025 Gain on debt extinguishment - (7,246) - - - - Provision for income taxes 49 124 526 84 614 665 Adjusted EBITDA $ 53,053 $ 71,162 $ 63,694 $ 40,469 $ 76,905 $ 89,332 Adjusted EBITDA Margin 21% 26% 22% 13% 21% 24% (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. (2) Borrower acquisition costs were $60.9 million, $67.3 million, $79.5 million, $92.3 million, $102.3 million, and $91.2 million for the three months ended June 30, 2025, September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, and September 30, 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. (3) Borrower verification and servicing costs were $39.3 million, $43.9 million, $45.0 million, $47.5 million, $52.6 million, and $54.9 million for the three months ended June 30, 2025, September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, and September 30, 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. Revenue from fees, net $ 240,777 $ 258,539 $ 265,220 $ 277,063 $ 348,019 $ 364,030 Income (loss) from operations 4,542 23,666 18,919 (7,518) 14,639 35,999 Operating Margin 2% 9% 7% (3%) 4% 10% Sales and marketing, net of borrower acquisition costs (2) $ 12,170 $ 11,582 $ 11,110 $ 12,198 $ 12,228 $ 10,883 Customer operations, net of borrower verification and servicing costs (3) 6,947 5,919 6,871 7,563 8,715 8,476 Engineering and product development 68,825 64,026 66,913 80,112 93,860 92,652 General, administrative, and other 64,573 60,779 67,830 76,070 80,378 76,452 Interest income, interest expense, and fair value adjustments, net (16,514) (18,566) (30,870) (31,151) (16,689) (6,492) Contribution Profit $ 140,543 $ 147,406 $ 140,773 $ 137,274 $ 193,131 $ 217,970 Contribution Margin 58% 57% 53% 50% 55% 60%
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Segment Information (in thousands) 36 (1) 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 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. (3) Includes Auto Lending and Other operating segments, which did not meet the separate reporting or aggregation criteria under GAAP. The following table presents financial information, including Contribution Profit, for our Unsecured Lending segment, which includes unsecured personal loans, small dollar loans, and cash lines: The following table presents a reconciliation of total Contribution Profit to net income (loss) before income taxes: Fiscal 2025 Fiscal 2026 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Contribution Profit - Unsecured Lending $ 147,320 $ 156,976 $ 151,555 $ 148,434 $ 200,768 $ 212,137 Reconciling items: Contribution Profit/(Loss) - Other Segments (3) (6,777) (9,570) (10,782) (11,160) (7,637) 5,833 Sales and marketing, net of borrower acquisition costs (1) (12,170) (11,582) (11,110) (12,198) (12,228) (10,883) Customer operations, net of borrower verification and servicing costs (2) (6,947) (5,919) (6,871) (7,563) (8,715) (8,476) Engineering and product development (68,825) (64,026) (66,913) (80,112) (93,860) (92,652) General, administrative, and other (64,573) (60,779) (67,830) (76,070) (80,378) (76,452) Interest income, interest expense, and fair value adjustment net 16,514 18,566 30,870 31,151 16,689 6,492 Other income, net 1,114 1,017 243 956 2,514 1,244 Gain on debt extinguishment - 7,246 - - - - Net income (loss) before income taxes $ 5,656 $ 31,929 $ 19,162 $ (6,562) $ 17,153 $ 37,243 Fiscal 2025 Fiscal 2026 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Unsecured Lending Revenue from fees, net $ 236,935 $ 253,192 $ 256,964 $ 265,394 $ 326,301 $ 329,939 Borrower acquisition costs (1) (57,249) (61,771) (71,210) (80,379) (84,712) (76,280) Borrower verification and servicing costs (2) (32,366) (34,445) (34,199) (36,581) (40,821) (41,522) Contribution Profit for Unsecured Lending $ 147,320 $ 156,976 $ 151,555 $ 148,434 $ 200,768 $ 212,137
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We focus on several key operating and Non-GAAP financial metrics to measure the performance of our business and help determine strategic direction. The following presents our key operating and financial metrics: Key Operating and Non-GAAP Financial Metrics (in thousands, except ratios or as noted) Fiscal 2025 Fiscal 2026 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Originations, Dollars $ 2,820,398 $ 2,854,296 $ 3,195,693 $ 3,445,142 $ 4,227,174 $ 4,117,800 Originations, Number of Loans (1) 372,599 428,056 455,788 425,356 558,014 574,089 Conversion Rate (2) 21.0% 19.4% 19.4% 18.5% 19.7% 18.6% Percentage of Loans Fully Automated 92% 91% 91% 91% 91% 90% Contribution Profit $140,543 $147,406 $140,773 $137,274 $193,131 $217,970 Contribution Margin 58% 57% 53% 50% 55% 60% Adjusted EBITDA $53,053 $71,162 $63,694 $40,469 $76,905 $89,332 Adjusted EBITDA Margin 21% 26% 22% 13% 21% 24% Fiscal 2025 Fiscal 2026 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Originations, Dollars Unsecured Lending (3) $2,635,470 $2,654,301 $2,873,125 $3,039,084 $3,638,446 $3,531,378 Other (4) 184,928 199,995 322,568 406,058 588,728 586,422 Total $2,820,398 $2,854,296 $3,195,693 $3,445,142 $4,227,174 $4,117,800 Originations, Number of Loans(1) Unsecured Lending 366,423 420,089 443,784 410,854 535,191 549,415 Other 6,176 7,967 12,004 14,502 22,823 24,674 Total 372,599 428,056 455,788 425,356 558,014 574,089 The following table provides disaggregated information for Originations, Dollars and Originations, Number of Loans for the periods presented: (1) Originations, Number of Loans is shown in ones for the periods presented. (2) 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. In addition, we intend to discontinue reporting this metric beginning in the first quarter of 2027. (3) 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. (4) Includes Auto Lending and Other operating segments, which did not meet the separate reporting or aggregation criteria under GAAP. 37
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Aggregate Maximum Exposure to Losses by Asset Type Under Contractual Terms of Committed Capital and Other Co-Investment Arrangements (in thousands) Fiscal 2025 Fiscal 2026 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Aggregate maximum exposure to losses by asset type Cash and cash equivalents $ 97,598 $ 132,337 $ 160,055 $ 196,009 $ 285,295 $ 340,084 Restricted cash 134,058 173,117 219,412 257,780 315,103 420,010 Beneficial interests 269,512 330,073 389,566 458,192 534,123 587,514 Line of credit receivable(1) 104,618 111,696 108,965 107,596 108,317 106,896 Loans (1) 54,432 50,061 53,762 58,743 51,523 44,574 Total (2) $660,218 $797,284 $931,760 $1,078,320 $1,294,361 $1,499,078 Assessed value and range of outcomes Current assessed value $ 657,426 $ 823,563 $ 995,453 $ 1,166,527 $ 1,380,305 $ 1,592,838 Range of potential value $ 0 - $1,212,040 $ 0 - $1,638,605 $0 - $1,827,326 $0 - $2,169,667 $0 - $2,764,966 $0 - $3,181,534 (1) Represents the unpaid principal balance. (2) $187.2 million, $194.3 million, $191.6 million, $190.2 million, $190.0 million, and $181.0 million as of June 30, 2025, September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, and September 30, 2026 respectively, is related to assets held by one institutional investor. 38
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(1) “Loans (at fair value), net of related financing” represents loans at fair value less warehouse borrowings and amounts payable to securitization note holders at fair value. (2) “Total loan balance outstanding” refers to the unpaid principal balance of loans originated on Upstart’s platform since inception. Components of Equity Capital Used (in thousands, except ratios or as noted) 39 Fiscal 2025 Fiscal 2026 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Build to equity capital used Loans (at fair value), net of related financing (1) $ 764,813 $ 1,034,279 $ 840,677 $ 791,594 $ 780,359 $ 587,638 Beneficial interest assets (at fair value) 266,761 316,199 396,216 474,796 545,938 613,652 Line of credit receivable (at fair value) 107,456 114,846 112,742 111,916 111,772 110,110 Less: beneficial interest liabilities (at fair value) (10,532) (13,186) (5,075) (3,235) (10,158) (20,550) Restricted cash associated with co-investments 134,058 173,117 219,412 257,780 315,103 420,010 Retained securitization interests, net of financing 24,977 16,072 21,769 24,405 28,344 39,303 Total equity capital used $ 1,287,533 $ 1,641,327 $ 1,585,741 $ 1,657,256 $ 1,771,358 $ 1,750,163 Total loan balance outstanding ($M) (2) $ 13,253 $ 14,151 $ 15,275 $ 16,352 $ 18,047 $ 19,534 Equity capital used / Total loan balance outstanding 9.7% 11.6% 10.4% 10.1% 9.8% 9.0% Equity capital used in co-investment arrangements Beneficial interest assets (at fair value) $ 266,761 $ 316,199 $ 396,216 $ 474,796 $ 545,938 $ 613,652 Line of credit receivable (at fair value) 107,456 114,846 112,742 111,916 111,772 110,110 Less: beneficial interest liabilities (at fair value) (10,532) (13,186) (5,075) (3,235) (10,158) (20,550) Restricted cash associated with co-investments 134,058 173,117 219,412 257,780 315,103 420,010 Loans pledged as co-investment collateral 54,432 50,061 53,762 58,743 51,523 44,574 Equity capital used in co-investments $ 552,175 $ 641,037 $ 777,057 $ 900,000 $ 1,014,178 $ 1,167,796 Co-investment equity capital used / Total loan balance outstanding 4.2% 4.5% 5.1% 5.5% 5.6% 6.0% Other equity capital used / Total loan balance outstanding 5.5% 7.1% 5.3% 4.6% 4.2% 3.0%
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● Beginning in the second quarter of 2026, we refer to the metrics “Transaction Volume, Dollars” and “Transaction Volume, Number of Loans” as “Originations, Dollars” and “Originations, Number of Loans,” respectively, to reflect management’s internal terminology. We define Originations, Dollars as the aggregate of: (i) the total principal of loan originations for personal loans, small dollar loans, and auto loans, (ii) committed amounts for HELOCs, and (iii) drawn amounts for unsecured revolving credit lines (Cash Line), in each case facilitated on our marketplace during the periods presented. We define Originations, Number of Loans as the total number of such originations, commitments, and draws, as applicable, facilitated on our marketplace during the periods presented. We believe these metrics are good proxies for our overall scale and reach as a marketplace. ● We define Conversion Rate as the Originations, Number of Loans in a period divided by the total number of rate inquiries received that we estimate to be legitimate, which we record when a borrower actively requests a loan offer on our platform. We track this metric to understand the impact of improvements to the efficiency of our borrower funnel on our overall growth. Cash Line is excluded because those borrowers may make multiple draws after the line has been initially approved, and those subsequent draws do not represent additional conversions. As our business and product portfolio have evolved, we have determined that Conversion Rate no longer meaningfully reflects the performance of our business, including our revenue and operating results. Accordingly, we plan to continue reporting Conversion Rate through fiscal 2026 as a transition period, and we do not intend to report this metric beginning with Q1’27. ● We define Percentage of Loans Fully Automated as the total number of loans in a given period originated end-to-end with no human involvement required by the Company divided by the Originations, Number of Loans in the same period. Cash Line is excluded because those borrowers may make multiple draws after the line has been initially approved, and those subsequent draws do not represent additional automation. Under this definition, “originated end-to-end” means (i) from initial rate request to final funding for personal loans, including small dollar loans, and (ii) from initial rate request to loan approval for auto loans and HELOCs, due to certain jurisdictions’ local requirements and external dependencies that require human action prior to funding. ● Take rate is not one of our key operating metrics. However, the concept refers to revenue from fees, net as a percentage of Originations, Dollars. ● To derive Contribution Profit, we subtract the sum of borrower acquisition costs as well as borrower verification and servicing costs from revenue from fees, net. To calculate Contribution Margin we divide Contribution Profit by revenue from fees, net. ● We calculate Adjusted EBITDA as net income (loss) adjusted to exclude stock-based compensation expense and certain payroll tax expenses, depreciation and amortization, expense on convertible notes, provision for income taxes, gain on debt extinguishment, net gain on lease modification and reorganization expenses, as applicable. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue. Adjusted EBITDA and Adjusted EBITDA Margin include interest expense from warehouse and risk retention facilities which is incurred in the course of earning corresponding interest income. ● In Q2'26, we renamed our sole reportable "Personal Lending" segment to "Unsecured Lending." The change was administrative and did not affect the underlying disclosures. "Secured" is not a reportable segment and is derived by subtracting Unsecured Lending from total Company results. Unsecured Lending includes personal loans, small-dollar loans, and Cash Line. Secured includes Auto and Home. Glossary of Terms 40
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Thank You