secwatch / observer

Upstart Holdings, Inc. — fact timeline

Source-grounded facts extracted from Upstart Holdings, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

UPST Upstart Holdings, Inc. JSON
Shareholder Votes

Upstart Holdings, Inc. shareholders approved Advisory Vote on the Compensation of Named Executive Officers at the 2026-05-28 meeting.

“Proposal Three - Advisory Vote on the Compensation of Named Executive Officers . A proposal to approve, on an advisory non-binding basis, the compensation of the Company’s named executive officers, was approved by the following vote: For Against Abstentions Broker Non-Votes 28,098,557 1,710,007 149,348 23,319,927”
Shareholder Votes

Upstart Holdings, Inc. shareholders approved Ratification of the Appointment of Independent Registered Public Accounting Firm (Deloitte & Touche LLP) at the 2026-05-28 meeting.

“Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm . A proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year ending December 31, 2026, was approved by the following vote: Votes For Votes Against Abstentions 52,655,917 392,006 229,916”
Shareholder Votes

Upstart Holdings, Inc. shareholders approved Election of Class III Directors at the 2026-05-28 meeting.

“Proposal One - Election of Class III Directors . The following nominees were each elected to serve as Class III directors on the Company’s board of directors, each to serve until the Company’s 2029 annual meeting of stockholders or until their successors are duly elected and qualified, by the following vote: Name of Nominee Votes For Votes Withheld Broker Non-Votes Kerry Cooper 29,222,726 735,186 23,319,927 Mary Hentges 29,485,142 472,770 23,319,927 Ciaran O’Kelly 26,033,217 3,924,695 23,319,927”

Jeff Huber resigned as Director at Upstart Holdings, Inc..

“On May 19 , 2026, Jeff Huber informed the Company that he will resign from the Board and the Nominating and Corporate Governance Committee of the Board, effective as of May 28, 2026.”

Tim Wennes was elected as Class I director at Upstart Holdings, Inc..

“On May 19, 2026, Upstart Holdings, Inc. (“Upstart” or the “Company”) announced that its Board of Directors (the “Board”) elected Tim Wennes to serve as a Class I director on the Board, effective as of May 28, 2026.”
Earnings Releases

Upstart Holdings, Inc. reported Q1 2026 results: revenue $308 million, net income ($6.6) million, EPS ($0.07). Guidance reaffirmed.

“Quarter 2026 Highlights • Transaction Volume: 425,356 loans originated, up 77% year-over-year (“YoY”). Total originations were roughly $3.4 billion, up 61% YoY. • Total Revenue: $308 million, up 44% YoY. Revenue from fees was $277 million, up 49% YoY. • Loss from Operations: ($7.5) million, compared to ($4.5) million in Q1 2025. • Net Loss: ($6.6) million, compared”
Debt Financings

Upstart Holdings, Inc. incurred convertible notes of $690.0 million with U.S. Bank Trust Company, National Association at 0% maturing February 15, 2032.

“issued $690.0 million in aggregate principal amount of its 0% Convertible Senior Notes due 2032 (the “Notes”) pursuant to an indenture (the “Indenture”), dated August 14, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee.”

Peter Bernard was elected as Class II Director at Upstart Holdings, Inc..

“elected Peter Bernard to serve as a Class II director on the Board, effective as of February 19, 2025.”
Earnings Releases

Upstart Holdings, Inc. reported the second quarter of 2024 and the second half of 2024 results: revenue $125 million (Q2 2024) and $300 million (H2 2024 revenue from fees), net income $(75) million (Q2 2024). Guidance initiated.

“For the second quarter of 2024, Upstart expects: • Revenue of approximately $125 million ◦ Revenue From Fees of approximately $135 million ◦ Net Interest Income (Loss) of approximately $(10) million • Contribution Margin of approximately 56% • Net Income (Loss) of approximately $(75) million • Adjusted Net Income (Loss) of approximately $(36) million • Adjusted EBITDA of approximately $(25) million • Basic Weighted-Average Share Count of approximately 88.4 million shares • Diluted Weighted-Average Share Count of approximately 88.4 million shares For the second half of 2024, Upstart expects: • Revenue from fees of approximately $300 million, and • Positive EBITDA in the fourth quarter”
Earnings Releases

Upstart Holdings, Inc. reported the fiscal quarter ended March 31, 2024 results: revenue $128 million, net income $(64.6) million, EPS $(0.74) per diluted share.

“second half of the year and positive EBITDA by the end of the year, even in the current credit environment.” First Quarter 2024 Financial Highlights • Revenue. Total revenue was $128 million, an increase of 24% from the first quarter of 2023, but down 9% sequentially. Total fee revenue was $138 million, an increase of 18% year-over-year. • Transaction Volume and”
Earnings Releases

Upstart Holdings, Inc. reported financial results for the fiscal quarter and full fiscal year ended December 31, 2023.

“a more resilient and diversified company that can thrive through a wide range of economic conditions.” Fourth Quarter 2023 Financial Highlights • Revenue. Total revenue was $140 million, a decrease of 4% from the fourth quarter of 2022, but up 4% sequentially. Total fee revenue was $153 million, a decrease of 2% year-over-year. • Transaction Volume and”
Earnings Releases

Upstart Holdings, Inc. reported fourth quarter of 2023 results: revenue $135 million, net income $(48) million.

“Financial Outlook For the fourth quarter of 2023, Upstart expects: • Revenue of approximately $135 million ◦ Revenue From Fees of approximately $150 million ◦ Net Interest Income (Loss) of approximately $(15.0) million • Contribution Margin of approximately 62% • Net Income (Loss) of approximately $(48) million • Adjusted Net Income (Loss) of approximately $(14) million • Adjusted EBITDA of approximately $0 million • Basic Weighted-Average Share Count of approximately 85.6 million shares • Diluted Weighted-Average Share Count of approximately 85.6 million shares”
Earnings Releases

Upstart Holdings, Inc. reported third quarter of fiscal year 2023 ended September 30, 2023 results: revenue $135 million, net income $(40.3) million, EPS $(0.48).

“Third Quarter 2023 Financial Highlights • Revenue. Total revenue was $135 million, a decrease of 14% from the third quarter of 2022. Total fee revenue was $147 million, a decrease of 18% year-over-year. • Transaction Volume and Conversion Rate. Lending partners originated 114,464 loans, totaling $1.2 billion across our platform in the third quarter of 2023, down 34% from the same quarter of the prior year. Conversion on rate requests was 9.5% in the third quarter of 2023, down from 9.7% in the same quarter of the prior year. • Income (Loss) from Operations. Income (loss) from operations was $(43.8) million, up from $(58.1) million in the same quarter of the prior year. • Net Income (Loss) and EPS. GAAP net income (loss) was $(40.3) million, up from $(56.2) million in the third quarter of the prior year. Adjusted net income (loss) was $(3.9) million, up from $(19.3) million in the same quarter of the prior year. Accordingly, GAAP diluted earnings per share was $(0.48), and diluted adjus”
Earnings Releases

Upstart Holdings, Inc. reported second quarter of fiscal year 2023 ended June 30, 2023 results: revenue $136 million, net income $(28.2) million, EPS $(0.34).

“to an AI-enabled future that dramatically improves access to credit for hundreds of millions of Americans." Second Quarter 2023 Financial Highlights • Revenue. Total revenue was $136 million, a decrease of 40% from the second quarter of 2022. Total fee revenue was $144 million, a decrease of 44% year-over-year. • Transaction Volume and Conversion Rate. Lending”
Shareholder Votes

Upstart Holdings, Inc. shareholders approved Advisory Vote on the Compensation of Named Executive Officers at the 2023-05-24 meeting.

“Proposal Three - Advisory Vote on the Compensation of Named Executive Officers . A proposal to approve, on an advisory non-binding basis, the compensation of the Company’s named executive officers, was approved by the following vote: For Against Abstentions Broker Non-Votes 14,445,985 3,844,852 152,677 25,576,476”
Shareholder Votes

Upstart Holdings, Inc. shareholders approved Ratification of the Appointment of Independent Registered Public Accounting Firm at the 2023-05-24 meeting.

“Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm . A proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year ending December 31, 2023, was approved by the following vote: Votes For Votes Against Abstentions 43,281,584 586,720 151,686”
Shareholder Votes

Upstart Holdings, Inc. shareholders approved Election of Class III Directors at the 2023-05-24 meeting.

“Proposal One - Election of Class III Directors . The following nominees were each elected to serve as Class III directors on the Company’s board of directors, each to serve until the Company’s 2026 annual meeting of stockholders or until their successors are duly elected and qualified, by the following vote: Name of Nominee Votes For Votes Withheld Broker Non-Votes Kerry W. Cooper 17,759,933 683,581 25,576,476 Mary Hentges 17,736,771 706,743 25,576,476 Ciaran O’Kelly 16,082,433 2,361,081 25,576,476”
Earnings Releases

Upstart Holdings, Inc. reported first quarter of fiscal year 2023 ended March 31, 2023 results: revenue $103 million, net income $(129) million, EPS $(1.58). Guidance initiated.

“Total revenue was $103 million, a decrease of 67% from the first quarter of 2022.”
Earnings Releases

Upstart Holdings, Inc. reported the fiscal quarter and full fiscal year 2022 ended December 31, 2022 results: revenue $147 million, net income $(55.3) million, EPS $(0.67).

“reinvent credit so that it works for everyone and excited to remind the world what Upstart is capable of.” Fourth Quarter 2022 Financial Highlights • Revenue. Total revenue was $147 million, a decrease of 52% from the fourth quarter of 2021. Total fee revenue was $156 million, a decrease of 46% year-over-year. • Transaction Volume and Conversion Rate. Lending”
Restructurings & Charges

Upstart Holdings, Inc. announced a restructuring with charges of approximately $15 million in total charges (approximately 20%, or approximately 365 employees).

“The January 2023 Plan involves a reduction of Upstart’s current workforce by approximately 20%, or approximately 365 employees. Upstart estimates that it will incur approximately $15 million in total charges in connection with the January 2023 Plan.”
Governance Changes

Upstart Holdings, Inc.: Amended and restated bylaws to revise procedures for stockholder nominations, meeting procedures, board committee rules, and other technical edits (effective 2022-11-16).

“On November 16, 2022, the Board of Directors of the Company approved and adopted an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), effective as of such date.”
Governance Changes

Upstart Holdings, Inc.: Changed registered agent in Delaware by filing certificate of change (effective 2022-11-17).

“On November 17, 2022, the Company filed a certificate of change of registered agent and/or registered office (the “Certificate of Change”) with the Secretary of State of the State of Delaware to change its registered agent in Delaware.”
Earnings Releases

Upstart Holdings, Inc. reported the fourth quarter of 2022 results: revenue Revenue of approximately $125 to $145 million, net income Net Income of approximately ($87) million. Guidance initiated.

“Financial Outlook For the fourth quarter of 2022, Upstart expects: • Revenue of approximately $125 to $145 million ◦ Revenue from fees of approximately $160 million ◦ Net interest income of approximately ($25) million • Contribution Margin of approximately 54% • Net Income of approximately ($87) million • Adjusted Net Income of approximately ($40) million • Adjusted EBITDA of approximately ($35) million • Basic Weighted-Average Share Count of approximately 82.0 million shares • Diluted Weighted-Average Share Count of approximately 89.3 million shares”
Earnings Releases

Upstart Holdings, Inc. reported the fiscal quarter ended September 30, 2022 results: revenue Total revenue was $157 million, net income GAAP net income (loss) was ($56.2) million, EPS GAAP diluted earnings per share was ($0.69).

“Third Quarter 2022 Financial Highlights • Revenue. Total revenue was $157 million, a decrease of 31% from the third quarter of 2021. Total fee revenue was $179 million, a decrease of 15% year-over-year. • Transaction Volume and Conversion Rate. Bank partners originated 188,519 loans, totaling $1.9 billion, across our platform in the third quarter, down 48% from the same quarter of the prior year. Conversion on rate requests was 10% in the third quarter of 2022, down from 23% in the same quarter of the prior year. • Income (Loss) from Operations. Loss from operations was ($58.1) million, down from $28.6 million the prior year. • Net Income (Loss) and EPS. GAAP net income (loss) was ($56.2) million, down from $29.1 million in the third quarter of 2021. Adjusted net income (loss) was ($19.3) million, down from $57.4 million in the same quarter of the prior year. Accordingly, GAAP diluted earnings per share was ($0.69), and diluted adjusted earnings per share was ($0.24) based on the weigh”

Anna Counselman changed role as Senior Vice President, Business Operations at Upstart Holdings, Inc..

“Anna Counselman, Senior Vice President, People and Operations of Upstart, transitioned into a new role as Senior Vice President, Business Operations, effective immediately.”

Scott Darling was appointed as Chief Legal Officer and Corporate Secretary at Upstart Holdings, Inc..

“Scott Darling will be succeeding her as Chief Legal Officer and Corporate Secretary.”

Alison Nicoll departed as General Counsel and Corporate Secretary at Upstart Holdings, Inc..

“Alison Nicoll, the General Counsel and Corporate Secretary of Upstart Holdings, Inc. (“Upstart”), announced her decision to retire from Upstart, effective as of November 23, 2022.”

Robert Schwartz departed as Director at Upstart Holdings, Inc..

“On November 15, 2021, Robert Schwartz, a member of the Board of Directors (the “Board”) of Upstart Holdings, Inc. (“Upstart”) tendered his resignation from the Board, the Compensation Committee of the Board, and the Nominating and Corporate Governance Committee of the Board, effective November 15, 2021.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.