Upstart Holdings Inc 2025年季度报告

FORM10-Q/A Amendment No. 1 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedJune30, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_________to________Commission File Number:001-39797 Upstart Holdings, Inc.(Exact name of registrant as specified in its charter)_________________________ 46-4332431(I.R.S. EmployerIdentification No.) Delaware(State or other jurisdiction ofincorporation or organization) Upstart Holdings, Inc.2950 S. Delaware Street,Suite 410San Mateo,CA94403(Address of principal executive offices, including zip code)(833)212-2461(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Trading SymbolUPST Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the 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, smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer☒Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of July29, 2025 there were96,217,742shares of the registrant’s common stock outstanding. Explanatory Note This Amendment No. 1 on Form 10-Q/A (“Amendment”) amends the Quarterly Report on Form 10-Q for Upstart Holdings, Inc. (“Company”) for the period ended June30, 2025 filed with the Securities and Exchange Commission on August 5, 2025 (the “Original Filing”) to revise Part I, Item 2,Management’s Discussion and Analysisof Financial Condition and Results of Operations,subsections“Key operating and Non-GAAP Financial Metrics”and“Reconciliation of Non-GAAP FinancialMeasures”to correct the Company's diluted Adjusted Net Income (Loss) Per Share for the three and six months ended June 30, 2025. The Company previously reported diluted Adjusted Net Income (Loss) Per Share of $0.36 and $0.62 as of the three and six months ended June 30, 2025, respectively.The corrected diluted Adjusted Net Income (Loss) Per Share is $0.40 and $0.70 as of the three and six months ended June 30, 2025, respectively. This correction has noimpact on the Company's net income (loss) per share or any other parts of the Original Filing. This Amendment does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures affected by subsequent events. Except forthe items described above or contained in this Amendment, this Amendment speaks as of the original filing date of the Original Filing, and does not modify, amend orupdate any other item or disclosures in the Original Filing. Upstart Holdings, Inc.FORM 10-Q/ATABLE OF CONTENTS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS PART I. FINANCIAL INFORMATION Item 1.Financial Statements7Condensed Consolidated Balance Sheets7Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)9Condensed Consolidated Statements of Stockholders’ Equity10Condensed Consolidated Statements of Cash Flows12Notes to the Condensed Consolidated Financial Statements14Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations62Item 3.Quantitative and Qualitative Disclosures About Market Risk81Item 4.Controls and Procedures84 PART II. OTHER INFORMATION Item 1.Legal Proceedings85Item 1A.Risk Factors86Item 2.Unregistered Sales of Equity Securities and Use of Proceeds147Item 3.Defaults Upon Senior Securities147Item 4.Mine Safety Disclosures147Item 5.Other Information148Item 6.Exhibits149Signatures150 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q/A contains forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements inv