Upstart Holdings, Inc.UPST
Upstart Holdings, Inc. Debt Disclosure
Borrowings
The following table presents the aggregate principal outstanding of all borrowings that are included in the consolidated balance sheets:
| December 31, 2024 | December 31, 2025 | |||||||||||||
| Warehouse credit facilities | $ | 195,605 | $ | 97,333 | ||||||||||
Risk retention financing facility | — | 75,647 | ||||||||||||
| Convertible senior notes | 1,230,379 | 1,687,794 | ||||||||||||
| Total payments due | 1,425,984 | 1,860,774 | ||||||||||||
| Unamortized debt discount | (23,816) | (31,629) | ||||||||||||
| Total borrowings | $ | 1,402,168 | $ | 1,829,145 | ||||||||||
The following table summarizes the aggregate amount of maturities of all borrowings:
| December 31, 2025 | ||||||||
| 2026 | $ | 66,544 | ||||||
| 2027 | — | |||||||
| 2028 | 97,332 | |||||||
| 2029 | 431,250 | |||||||
| 2030 | 500,000 | |||||||
| Thereafter | 765,648 | |||||||
| Total | $ | 1,860,774 | ||||||
Warehouse Credit Facilities
The following table presents the details of the Company’s revolving warehouse credit facilities:
| December 31, 2024 | December 31, 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 2026 and August 2027 | 150,000 | 19,396 | 11,353 | 3 | 1 | |||||||||||||||||||||||||||||||||||||
| Upstart Loan Trust | Benchmark rate + 2.4% - 3.8% | June 2027 and June 2028 | 325,000 | 74,541 | 34,217 | 56,255 | 23,025 | |||||||||||||||||||||||||||||||||||||
| Upstart Small Dollar Loan Trust | Benchmark rate + 5.5% | June 2027 and June 2028 | 100,000 | 108,980 | 61,807 | 128,973 | 74,307 | |||||||||||||||||||||||||||||||||||||
Upstart High Yield Loan Trust | Benchmark rate + 2.8% | December 2025 | — | 87,493 | 65,000 | — | — | |||||||||||||||||||||||||||||||||||||
| Total | $ | 575,000 | $ | 457,576 | $ | 195,605 | $ | 185,231 | $ | 97,333 | ||||||||||||||||||||||||||||||||||
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(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 December 31, 2025. 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. As of December 31, 2025, the Upstart Auto Warehouse Trust facility and the Upstart High Yield Loan Trust facility have been terminated.
(4)Represents the aggregate restricted cash and unpaid principal balance of loans pledged as collateral.
On June 14, 2024, Upstart Auto Warehouse Trust began its amortization period and on April 15, 2025, the facility was fully amortized and repaid in line with expectations. Following the full amortization and repayment, the Company terminated the facility.
On June 27, 2025, Upstart Loan Trust amended its credit agreement to extend the maturity date to June 15, 2028. Additionally, the applicable margin on borrowing during the revolving period was reduced to 2.4% from 2.8%.
On August 7, 2025, Upstart Auto Warehouse Trust 2 amended its credit agreement to extend the maturity date to August 7, 2027. Additionally, the total borrowing capacity increased from $50.0 million to $150.0 million.
On December 29, 2025, Upstart High Yield Loan Trust was fully repaid and the Company terminated the facility.
The Company’s warehouse credit facilities contain certain financial covenants. On January 15, 2026, the Company obtained a waiver under the Upstart Loan Trust warehouse facility related to breaches of certain financial covenants for the December 2025 collection period. As of December 31, 2025, 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 2035. The facility is accounted for as a secured borrowing.
As of December 31, 2025, the outstanding balance of the facility was $75.6 million, presented within borrowings on the consolidated balance sheets, and the fair value of the securitization notes receivable pledged was $75.9 million, which is presented within other assets on the consolidated balance sheets. 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.
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 consolidated statement of operations and comprehensive income (loss) during the years ended December 31, 2024 and 2025, respectively. The partial extinguishments did not result in any changes to the terms of the 2026 Notes.
The table below presents the activity of the Notes during the year ended December 31, 2025:
| Principal balance of Notes outstanding as of December 31, 2024 | $ | 1,230,379 | ||||||
| Issuance of 2032 Notes | 690,000 | |||||||
Repurchases of 2026 Notes | (232,585) | |||||||
| Principal balance of Notes outstanding as of December 31, 2025 | $ | 1,687,794 | ||||||
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 | $285.26 | 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 | ||||||||||||||||||||||
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 immaterial, $4.5 million, and $14.2 million coupon interest expense related to the Notes for the years ended December 31, 2023, 2024 and 2025, respectively. The Company also recorded $3.1 million, $3.2 million, and immaterial amount of amortization of debt issuance costs within other income, net on the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2023, 2024 and 2025, respectively. Accrued interest expenses related to the Notes were $3.3 million and immaterial as of December 31, 2024 and 2025, respectively.
The following table presents the components of the Notes as of December 31, 2024 and December 31, 2025:
| December 31, 2024 | December 31, 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 | $ | 66,544 | $ | (209) | $ | 66,335 | $ | 63,958 | ||||||||||||||||||||||||||||||||||
2029 Notes | 431,250 | (9,932) | 421,318 | 675,732 | 431,250 | (7,933) | 423,317 | 566,500 | ||||||||||||||||||||||||||||||||||||||||||
2030 Notes | 500,000 | (11,545) | 488,455 | 488,015 | 500,000 | (9,643) | 490,357 | 461,614 | ||||||||||||||||||||||||||||||||||||||||||
| 2032 Notes | — | — | — | — | 690,000 | (13,613) | 676,387 | 573,687 | ||||||||||||||||||||||||||||||||||||||||||
Total | $ | 1,230,379 | $ | (23,816) | $ | 1,206,563 | $ | 1,436,474 | $ | 1,687,794 | $ | (31,398) | $ | 1,656,396 | $ | 1,665,759 | ||||||||||||||||||||||||||||||||||
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 | $400.36 | 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 | ||||||||||||||||||||||
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.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 10, 2026 | Showing above |
| 2024 | Feb 14, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 16, 2023 | |
| 2021 | Feb 18, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.