Upstart Holdings, Inc.UPST

Upstart Holdings, Inc. Earnings Per Share Disclosure

10-KFiled Feb 10, 20262 min read
Net Income (Loss) Per Share
Basic net income (loss) per common share is based on the weighted-average common shares outstanding during the relevant year. Diluted net income (loss) per share is based on the weighted-average common shares outstanding during the relevant year, adjusted for the dilutive effect of share-based awards and convertible debt.

For years in which the Company reports net losses, basic and diluted net loss per share are the same because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
Year Ended December 31,
202320242025
Numerator:
Net income (loss) attributable to common stockholders, basic$(240,132)$(128,581)$53,601 
Add: Dilutive effect of convertible senior notes, net(1)
— — (4,881)
Net income (loss) attributable to common stockholders, diluted$(240,132)$(128,581)$48,720 
Denominator:
Weighted-average common shares outstanding used to calculate net income (loss) per share, basic
83,765,896 89,450,038 96,030,558 
Stock options, RSUs, and ESPP— — 7,516,007 
Convertible senior notes(2)
— — 3,946,170 
Weighted-average effect of dilutive securities— — 11,462,177 
Weighted-average common shares outstanding used to calculate net income (loss) per share, diluted
83,765,896 89,450,038 107,492,735 
Net income (loss) per share, basic$(2.87)$(1.44)$0.56 
Net income (loss) per share, diluted$(2.87)$(1.44)$0.45 
_________
(1)For the year ended December 31, 2025, diluted earnings per share and diluted net income attributable to common stockholders excludes gain on extinguishment of debt and interest expense, net of tax, associated with convertible senior note activity during the year, as evaluated under the if-converted method.
(2)For the year ended December 31, 2025, includes incremental dilutive shares from the 2026 and 2032 convertible senior notes.
The following securities were excluded from the computation of diluted net income (loss) per share for the years presented, due to their anti-dilutive effect:

Year Ended December 31,
202320242025
Options to purchase common stock12,617,254 10,709,898 1,421,770 
Unvested RSUs5,534,394 3,703,631 2,438,250 
Purchase rights committed under the ESPP184,447 163,228 68,965 
Convertible senior notes2,318,078 15,929,353 14,880,726 
Total20,654,173 30,506,110 18,809,711 

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

Other Available Disclosures

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