Upstart Holdings Inc 2024年度报告

FORM 10-K (Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the fiscal year ended December 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period from_________to ________Commission File Number: 001-39797Upstart Holdings, Inc.(Exact name of registrant as specified in its charter)_________________________ 46-4332431(I.R.S. EmployerIdentification No.) (Registrant’s telephone number, including area code) Title of each class:Trading Symbol:Name of each exchange on which registered:Common Stock, par value $0.0001 per shareUPSTNasdaq Global Select Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrants as of June 28,2024, the last business day of the registrant’s most recently completed second fiscal quarter, was $1,827,095,157, based on theclosing price reported for such date on the NASDAQ. Shares of the registrant’s common stock held by each executive officer,director and holder of 10% or more of the outstanding common stock have been excluded in that such persons may be deemed tobe affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any otherpurpose. As of February 6, 2025 there were 93,710,996 shares of the registrant’s common stock outstanding. Documents Incorporated by Reference Portions of the registrant’s Definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders are incorporated byreference into Part II and III of this Annual Report on Form 10-K to the extent stated herein. Such Definitive Proxy Statement will befiled with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31,2024.2 Upstart Holdings, Inc.FORM 10-KTABLE OF CONTENTS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS PART I. Item 1.Business7Item 1A.Risk Factors25Item 1B.Unresolved Staff Comments87Item 1C.Cybersecurity87Item 2.Properties88Item 3.Legal Proceedings88Item 4.Mine Safety Disclosures88 PART II. and Issuer Purchases of Equity SecuritiesItem 6.[RESERVED]91Item 7.Management’s Discussion and Analysis of Financial Condition andResults of Operations92Item 7A.Quantitative and Qualitat