UPST / Upstart Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Upstart Announces Proposed Private Offering of $500,000,000 of Convertible Senior Notes Due 2032

EX-99.1 Exhibit 99.1 Upstart Announces Proposed Private Offering of $500,000,000 of Convertible Senior Notes Due 2032 August 11, 2025 SAN MATEO, Calif.—(BUSINESS WIRE)—August 11, 2025— Upstart Holdings, Inc. (NASDAQ: UPST) today announced its intention to offer, subject to market conditions and other factors, $500,000,000 aggregate principal amount of Convertible Senior Notes due 2032 (the “notes”

Upstart Announces Upsize and Pricing of Offering of $600,000,000 of 0% Convertible Senior Notes Due 2032

EX-99.2 Exhibit 99.2 Upstart Announces Upsize and Pricing of Offering of $600,000,000 of 0% Convertible Senior Notes Due 2032 August 11, 2025 SAN MATEO, Calif.—(BUSINESS WIRE)—August 11, 2025 — Upstart Holdings, Inc. (NASDAQ: UPST) today announced the pricing of $600,000,000 aggregate principal amount of 0% Convertible Senior Notes due 2032 (the “notes”) in a private offering (the “offering”) to p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 11, 2025 Date of Report (Date of earliest event reported) Upstart Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 11, 2025 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission F

Unwind Date

EX-10.1 Exhibit 10.1 Bidding Version [Dealer Dealer Address] August [ ], 2025 To: [] Attention:    [] Telephone No.:  [] Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [] (“Dealer”) and [] (“Counterparty”) as of the Trade Date specified below (the “T

UPSTART HOLDINGS, INC. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated as of August 14, 2025 0% Convertible Senior Notes due 2032

EX-4.1 Exhibit 4.1 Execution Version UPSTART HOLDINGS, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 14, 2025 0% Convertible Senior Notes due 2032 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 14 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 5, 2025 Date of Report (Date of earliest event reported) Upstart Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 5, 2025 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

Upstart Announces Results for Second Quarter 2025

Exhibit 99.1 Upstart Announces Results for Second Quarter 2025 SAN MATEO, Calif. – August 5, 2025 – Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced financial results for the quarter ended June 30, 2025. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings presentation and link to the webcas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstart Hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 5, 2025 Date of Report (Date of earliest event reported) Upstart Holdings, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 5, 2025 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission Fi

Upstart Announces Results for Second Quarter 2025

Exhibit 99.1 Upstart Announces Results for Second Quarter 2025 SAN MATEO, Calif. – August 5, 2025 – Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced financial results for the quarter ended June 30, 2025. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings presentation and link to the webcas

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 23, 2025 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission File

Upstart Announces Results for First Quarter 2025

Exhibit 99.1 Upstart Announces Results for First Quarter 2025 SAN MATEO, Calif. – May 6, 2025 – Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced financial results for the quarter ended March 31, 2025. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings presentation and link to the webcast a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 6, 2025 Date of Report (Date of earliest event reported) Upstart Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 6, 2025 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstart Ho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 2, 2025 Date of Report (Date of earliest event reported) Upstart Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 2, 2025 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒       Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R

Upstart Appoints Peter Bernard to Its Board of Directors

Exhibit 99.1 Upstart Appoints Peter Bernard to Its Board of Directors SAN MATEO, Calif.-Feb. 19, 2025-Upstart (NASDAQ: UPST), the leading AI lending marketplace, today announced that Peter Bernard has been appointed to the company’s Board of Directors. “We’re thrilled to welcome Peter to the Upstart Board,” said Dave Girouard, co-founder and CEO of Upstart. “Peter’s deep expertise in banking and r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 18, 2025 Date of Report (Date of earliest event reported) Upstart Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 18, 2025 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-24.2 3 tm255579d5ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of Adam Deaton, Anne Dinning, Edward Fishman, Alexis Halaby, Edwin Jager, Martin Lebwohl, Daniel Marcus, Anoop Prasad, Maximilian Stone

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 14, 2025 Date of Report (Date of earliest event reported) Upstart Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 14, 2025 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstart Holding

nsider Trading Policy

Exhibit 19.1 INSIDER TRADING POLICY (Last updated December 4, 2024) A.POLICY OVERVIEW Upstart Holdings, Inc. ( the “Company”) has adopted this Insider Trading Policy (the “Policy”) to help you comply with the federal and state securities laws and regulations that govern trading in securities and to help the Company and its subsidiaries to minimize their legal and reputational risk. It is your resp

List of subsidiaries of the registrant.

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation Upstart Network, Inc. Delaware Upstart Loan Trust Delaware Upstart Loan Trust 2 Delaware Upstart Auto Warehouse Trust Delaware

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001

Sales Agreement, dated February 14, 2025, by and between the Company and BTIG, LLC

Exhibit 1.1 UPSTART HOLDINGS, INC. UP TO $500,000,000 OF COMMON STOCK (par value $0.0001 per share) AT-THE-MARKET SALES AGREEMENT February 14, 2025 BTIG, LLC 350 Bush Street, 9th Floor San Francisco, CA 94104 Ladies and Gentlemen: Upstart Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG” and, together with the Company, the “Par

Description of Capital Stock.

Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following description of capital stock of Upstart Holdings, Inc. (“us”, “our”, “we,” or the “Company”) is a summary of the rights of our common stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws as currently in effect. This summary does not purport to be complete and is qualified in its

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-24.1 2 tm255579d5ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of Adam Deaton, Anne Dinning, Edward Fishman, Alexis Halaby, Edwin Jager, Martin Lebwohl, Daniel Marcus, Anoop Prasad, Maximilian Stone

As filed with the Securities and Exchange Commission on February 14, 2025

As filed with the Securities and Exchange Commission on February 14, 2025 Registration No.

Upstart Holdings, Inc. Up to $500,000,000 of Common Stock

424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-284933 Prospectus Supplement (To Prospectus dated February 14, 2025) Upstart Holdings, Inc. Up to $500,000,000 of Common Stock We have entered into an at-the-market sales agreement (the “Sales Agreement”) with BTIG, LLC as our sales agent (BTIG, or the “sales agent”), under which we may offer and sell from time to time our common stock ha

As filed with the Securities and Exchange Commission on February 14, 2025

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on February 14, 2025 Registration No.

Calculation of Filing Fee Table Form S-3 (Form Type) Upstart Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Upstart Holdings, Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Upstart Holdings, Inc.

JOINT FILING AGREEMENT

EX-99.1 4 tm255579d5ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common S

Outside Director Compensation Policy.

Exhibit 10.8 UPSTART HOLDINGS, INC. OUTSIDE DIRECTOR COMPENSATION POLICY (Last updated March 5, 2024) Upstart Holdings, Inc. (the “Company”) believes that providing cash and equity compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “

Form of Indenture

Exhibit 4.4 UPSTART HOLDINGS, INC. INDENTURE Dated as of  , 20  As Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 5 Section 1.4 Rules of Construction 5 ARTICLE II THE SECURITIES 6 Section 2.1 Issuable in Series 6 Section 2.2 Establishment of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 11, 2025 Date of Report (Date of earliest event reported) Upstart Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 11, 2025 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commissi

Upstart Announces Fourth Quarter and Full Year 2024 Results

Exhibit 99.1 Upstart Announces Fourth Quarter and Full Year 2024 Results SAN MATEO, Calif. – February 11, 2025 – Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced financial results for the quarter and full year ended December 31, 2024. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings pres

Upstart Announces Fourth Quarter and Full Year 2024 Results

Exhibit 99.1 Upstart Announces Fourth Quarter and Full Year 2024 Results SAN MATEO, Calif. – February 11, 2025 – Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced financial results for the quarter and full year ended December 31, 2024. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings pres

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 11, 2025 Date of Report (Date of earliest event reported) Upstart Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 11, 2025 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

JOINT FILING AGREEMENT

Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 12, 2024 Date of Report (Date of earliest event reported) Upstart Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 12, 2024 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

Upstart Announces Pricing of Offering of $425,000,000 of 1.00% Convertible Senior Notes Due 2030

EX-99.2 Exhibit 99.2 Upstart Announces Pricing of Offering of $425,000,000 of 1.00% Convertible Senior Notes Due 2030 November 12, 2024 SAN MATEO, Calif.—(BUSINESS WIRE)—November 12, 2024— Upstart Holdings, Inc. (NASDAQ: UPST) today announced the pricing of $425,000,000 aggregate principal amount of Convertible Senior Notes due 2030 (the “notes”) in a private offering (the “offering”) to persons r

Upstart Announces Proposed Private Offering of $425,000,000 of Convertible Senior Notes Due 2030

EX-99.1 Exhibit 99.1 Upstart Announces Proposed Private Offering of $425,000,000 of Convertible Senior Notes Due 2030 November 12, 2024 SAN MATEO, Calif.—(BUSINESS WIRE)—November 12, 2024— Upstart Holdings, Inc. (NASDAQ: UPST) today announced its intention to offer, subject to market conditions and other factors, $425,000,000 aggregate principal amount of Convertible Senior Notes due 2030 (the “no

Indenture, dated November 15, 2024, between Upstart Holdings, Inc. and U.S. Bank Trust Company, National Association.

EX-4.1 Exhibit 4.1 Execution Version UPSTART HOLDINGS, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 15, 2024 1.00% Convertible Senior Notes due 2030 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 14 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstar

Upstart Announces Third Quarter 2024 Results

Exhibit 99.1 Upstart Announces Third Quarter 2024 Results SAN MATEO, Calif. – November 7, 2024 – Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced financial results for its third quarter of fiscal year 2024 ended September 30, 2024. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings present

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 7, 2024 Date of Report (Date of earliest event reported) Upstart Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 7, 2024 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

Indenture, dated September 19, 2024, between Upstart Holdings, Inc. and U.S. Bank Trust Company, National Association.

Exhibit 4.1 Execution Version UPSTART HOLDINGS, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 19, 2024 2.00% Convertible Senior Notes due 2029 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 14 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. D

Upstart Announces Proposed Private Offering of $300,000,000 of Convertible Senior Notes Due 2029

Exhibit 99.1 Upstart Announces Proposed Private Offering of $300,000,000 of Convertible Senior Notes Due 2029 September 16, 2024 SAN MATEO, Calif.—(BUSINESS WIRE)—September 16, 2024— Upstart Holdings, Inc. (NASDAQ: UPST) today announced its intention to offer, subject to market conditions and other factors, $300,000,000 aggregate principal amount of Convertible Senior Notes due 2029 (the “notes”)

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 16, 2024 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commissio

Upstart Announces Upsize and Pricing of Offering of $375,000,000 of 2.00% Convertible Senior Notes Due 2029

Exhibit 99.2 Upstart Announces Upsize and Pricing of Offering of $375,000,000 of 2.00% Convertible Senior Notes Due 2029 September 16, 2024 SAN MATEO, Calif.—(BUSINESS WIRE)—September 16, 2024— Upstart Holdings, Inc. (NASDAQ: UPST) today announced the pricing of $375,000,000 aggregate principal amount of Convertible Senior Notes due 2029 (the “notes”) in a private offering (the “offering”) to pers

Form of Capped Call Confirmation

Exhibit 10.1 Bid Form To: Upstart Holdings, Inc. 2950 S. Delaware Street, Suite 410 San Mateo, California 94403 Attention: Legal Department Telephone No.: [] From: [Dealer] Re: [Base][Additional] Capped Call Transaction Date: September [], 2024 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transac

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September 11, 2024 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.

AUSTIN  BEIJING  BOSTON  BOULDER  BRUSSELS  HONG KONG  LONDON  LOS ANGELES  NEW YORK  PALO ALTO SALT LAKE CITY  SAN DIEGO  SAN FRANCISCO  SEATTLE  SHANGHAI  WASHINGTON, DC  WILMINGTON, DE

Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstart Hol

Upstart Announces Second Quarter 2024 Results

Exhibit 99.1 Upstart Announces Second Quarter 2024 Results SAN MATEO, Calif. – August 6, 2024 – Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced financial results for its second quarter of fiscal year 2024 ended June 30, 2024. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings presentation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 6, 2024 Date of Report (Date of earliest event reported) Upstart Holdings, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 6, 2024 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 29, 2024 Date of Report (Date of earliest event reported) Upstart Holdings, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 29, 2024 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstart Ho

Upstart Announces First Quarter 2024 Results

Exhibit 99.1 Upstart Announces First Quarter 2024 Results SAN MATEO, Calif. – May 7, 2024 – Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced financial results for its first quarter of fiscal year 2024 ended March 31, 2024. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings presentation and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 7, 2024 Date of Report (Date of earliest event reported) Upstart Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 7, 2024 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒       Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001

As filed with the Securities and Exchange Commission on February 16, 2024

As filed with the Securities and Exchange Commission on February 16, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstart Holding

List of subsidiaries of the registrant.

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation Upstart Network, Inc. Delaware Upstart Loan Trust Delaware Upstart Loan Trust 2 Delaware Upstart Auto Warehouse Trust Delaware

Compensation Recovery Policy.

Exhibit 97.1 UPSTART HOLDINGS, INC. COMPENSATION RECOVERY POLICY Adopted on August 29, 2023 Upstart Holdings, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of Directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Company’s pay-for-perf

Upstart Announces Fourth Quarter and Full Year 2023 Results

Exhibit 99.1 Upstart Announces Fourth Quarter and Full Year 2023 Results SAN MATEO, Calif. – February 13, 2024 – Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced financial results for its fourth quarter and fiscal year 2023 ended December 31, 2023. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An

DE:855 / Upstart Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02173-upstartholdingsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Upstart Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 91680M107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to desi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 13, 2024 Date of Report (Date of earliest event reported) Upstart Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 13, 2024 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

DE:855 / Upstart Holdings, Inc. / Upstart Holdings, Inc. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Upstart Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91680M 107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstar

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 7, 2023 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

Upstart Announces Third Quarter 2023 Results

Exhibit 99.1 Upstart Announces Third Quarter 2023 Results SAN MATEO, Calif. – November 7, 2023 – Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced financial results for its third quarter of fiscal year 2023 ended September 30, 2023. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings present

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstart Hol

Upstart Announces Second Quarter 2023 Results

Exhibit 99.1 Upstart Announces Second Quarter 2023 Results SAN MATEO, Calif. – August 8, 2023 – Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced financial results for its second quarter of fiscal year 2023 ended June 30, 2023. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings presentation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 8, 2023 Date of Report (Date of earliest event reported) Upstart Holdings, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 8, 2023 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 24, 2023 Date of Report (Date of earliest event reported) Upstart Holdings, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 24, 2023 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstart Ho

Upstart Announces First Quarter 2023 Results

Exhibit 99.1 Upstart Announces First Quarter 2023 Results SAN MATEO, Calif. – May 9, 2023 – Upstart Holdings, Inc. (NASDAQ: UPST), a leading artificial intelligence (AI) lending marketplace, today announced financial results for its first quarter of fiscal year 2023 ended March 31, 2023. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings presentation and l

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 9, 2023 Date of Report (Date of earliest event reported) Upstart Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 9, 2023 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 24, 2023 Date of Report (Date of earliest event reported) Upstart Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 24, 2023 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

As filed with the Securities and Exchange Commission on February 17, 2023

As filed with the Securities and Exchange Commission on February 17, 2023 Registration No.

Filing Fee Table

EX-FILING FEES 2 exhibit1071tos-82023evergr.htm EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstart Holding

Amendment No. 1 to Second Amended and Restated Promotion Agreement, dated May 5, 2022, between Upstart Network, Inc. and Credit Karma Offers, Inc.

Exhibit 10.15(a) AMENDMENT NO. 1 TO PROMOTION AGREEMENT This Amendment No. 1 to Promotion Agreement (the “Amendment”) is dated as of May 5, 2022 (the “Effective Date”), between Credit Karma Offers, Inc. (“Credit Karma”) and Upstart Network, Inc. (“Advertiser”), and together with Credit Karma, the “Parties”, and each, a “Party”. WHEREAS, the Parties have entered into that certain Second Amended & R

Employment Offer Letter, dated October 6, 2022, between Upstart Network, Inc. and Scott Darling.

Exhibit 10.10 October 6, 2022 Scott Darling Dear Scott: Upstart Network, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment with the Company on the terms described below. 1. Position. You will start in a full-time position as Chief Legal Officer and you will initially report to Dave Girouard, CEO. By signing this letter, you confirm with the Company that you are under

Description of Capital Stock.

Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following description of capital stock of Upstart Holdings, Inc. (“us”, “our”, “we,” or the “Company”) is a summary of the rights of our common stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws as currently in effect. This summary does not purport to be complete and is qualified in its

List of subsidiaries of the registrant.

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation Upstart Network, Inc. Delaware Upstart Loan Trust Delaware Upstart Loan Trust 2 Delaware Upstart Auto Warehouse Trust Delaware

Upstart Announces Fourth Quarter and Full Year 2022 Results

Exhibit 99.1 Upstart Announces Fourth Quarter and Full Year 2022 Results SAN MATEO, Calif. – February 14, 2023 – Upstart Holdings, Inc. (NASDAQ: UPST), a leading artificial intelligence (AI) lending marketplace, today announced financial results for its fourth quarter and fiscal year 2022 ended December 31, 2022. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 14, 2023 Date of Report (Date of earliest event reported) Upstart Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 14, 2023 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

DE:855 / Upstart Holdings Inc / Vulcan Value Partners, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)1 Upstart Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 91680M107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

DE:855 / Upstart Holdings Inc / Girouard Dave - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Upstart Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91680M 107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

DE:855 / Upstart Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Upstart Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 91680M107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 31, 2023 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

Amended and Restated Executive Change in Control and Severance Policy and related participation.

Exhibit 10.1 UPSTART HOLDINGS, INC. AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL AND SEVERANCE POLICY (Effective as of December 5, 2022) This Amended and Restated Executive Change in Control and Severance Policy (the “Policy”) is designed to provide certain protections to a select group of key employees of Upstart Holdings, Inc. (“Upstart” or the “Company”) or any of its subsidiaries if their

Certificate of Change of Location of Registered Agent and/or Registered Office.

Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1.The name of the corporation is Upstart Holdings, Inc. 2.The Registered Office of the corporation in the State of Delaware is changed to 251 Little Falls Drive (street), in t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 16, 2022 Date of Report (date of earliest event reported) Upstart Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 16, 2022 Date of Report (date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

Amended and Restated Bylaws.

uhi-arbylawsv4 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF UPSTART HOLDINGS, INC. (initially adopted on December 6, 2013) (as amended on November 16, 2022) -1- -2- - 3 - BYLAWS OF UPSTART HOLDINGS, INC. ARTICLE I CORPORATE OFFICES 1.1 REGISTERED OFFICE The registered office of Upstart Holdings, Inc. (the “Company”) shall be fixed in the Company’s certificate of incorporation, as the same may be ame

Amendment No. 3 to Third Amended and Restated Loan Sale Agreement, dated September 30, 2022, between Upstart Network, Inc. and Cross River Bank.

*** Certain information has been excluded from this amendment because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Small Business Loan Program Sale Agreement Addendum to Third Amended and Restated Loan Sale Agreement, dated June 28, 2022, between Upstart Network, Inc. and Cross River Bank

Exhibit 10.5 Upstart-CRB Small Business Loan Program Sale Agreement Addendum This Small Business Loan Program Sale Agreement Addendum (the “Addendum”) is entered into as of June 28, 2022 and is attached to and made a part of the Third Amended and Restated Loan Sale Agreement between Cross River Bank (“Bank”) and Upstart Network, Inc. (“Purchaser”) dated January 1, 2019 (as amended, supplemented or

Amendment No. 2 to Second Amended and Restated Promotion Agreement, dated August 9, 2022, between Upstart Network, Inc. and Credit Karma Offers, Inc.

*** Certain information has been excluded from this amendment because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Amendment No. 4 to Third Amended and Restated Loan Program Agreement, dated September 30, 2022, between Upstart Network, Inc. and Cross River Bank.

*** Certain information has been excluded from this amendment because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstar

Small Business Loan Program Agreement Addendum to Third Amended and Restated Loan Program Agreement, dated June 28, 2022, between Upstart Network, Inc. and Cross River Bank.

Exhibit 10.4 Upstart-CRB Small Business Loan Program Program Agreement Addendum This Small Business Loan Program Agreement Addendum (the “Addendum”) is entered into as of June 28, 2022 (“Addendum Effective Date”) and is attached to and made a part of the Third Amended and Restated Loan Program Agreement between Cross River Bank (“CRB”) and Upstart Network, Inc. (“UNI”) dated January 1, 2019 (as am

Upstart Announces Third Quarter 2022 Results

Exhibit 99.1 Upstart Announces Third Quarter 2022 Results SAN MATEO, Calif. – November 8, 2022 – Upstart Holdings, Inc. (NASDAQ: UPST), a leading artificial intelligence (AI) lending marketplace, today announced financial results for its third quarter of fiscal year 2022 ended September 30, 2022. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings presentat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 8, 2022 Date of Report (Date of earliest event reported) Upstart Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 8, 2022 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 1, 2022 Upstart Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 1, 2022 Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 5, 2022 Date of Report (Date of earliest event reported) Upstart Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 5, 2022 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstart Hol

30-155-152 18-94-97 194-193-193 146-146-146 78-78-78 15-143-106 IBDROOT\PROJECTS\IBD-NY\GRIFFINS2019\645303_1\Presentations\2020.12.02 Roadshow Deck\2020.12.02 Roadshow v7.pptx October 2020 CONFIDENTIAL Upstart Credit Performance - FAQ August 8, 2022

30-155-152 18-94-97 194-193-193 146-146-146 78-78-78 15-143-106 IBDROOT\PROJECTS\IBD-NY\GRIFFINS2019\6453031\Presentations\2020.

Upstart Announces Second Quarter 2022 Results

Exhibit 99.1 Upstart Announces Second Quarter 2022 Results SAN MATEO, Calif. ? August 8, 2022 ? Upstart Holdings, Inc. (NASDAQ: UPST), a leading artificial intelligence (AI) lending marketplace, today announced financial results for its second quarter of fiscal year 2022 ended June 30, 2022. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings presentation a

Upstart separate risk significantly better than FICO (annualized default rates)2 Upstart Risk Grades

Exhibit 99.3 Update on Upstart?s Credit Performance and Funding Model By Dave Girouard, CEO & co-founder, Upstart August 8, 2022 Today we released our earnings results for Q2 2022. While we reported 18% growth in revenue year-on-year, we also guided toward a 25% reduction in revenue from the second quarter to the third, reflecting funding constraints in our marketplace. A decline in revenue is obv

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 8, 2022 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission Fi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 7, 2022 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission File

Upstart Announces Preliminary Unaudited Q2'22 Financial Results

Exhibit 99.1 Upstart Announces Preliminary Unaudited Q2'22 Financial Results SAN MATEO, Calif. ? July 7, 2022 ? Upstart Holdings, Inc. (NASDAQ: UPST), a leading artificial intelligence (AI) lending marketplace, today announced preliminary unaudited financial results for the second quarter ending June 30, 2022. Upstart also announced that its final second quarter fiscal year 2022 business and finan

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 17, 2022 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstart Ho

Upstart Announces First Quarter 2022 Results

Exhibit 99.1 Upstart Announces First Quarter 2022 Results SAN MATEO, Calif. ? May 9, 2022 ? Upstart Holdings, Inc. (NASDAQ: UPST), a leading artificial intelligence (AI) lending platform, today announced financial results for its first quarter of fiscal year 2022 ended March 31, 2022. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings presentation and link

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 9, 2022 Date of Report (Date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 18, 2022 Date of Report (date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

Performance Award Agreement.

Exhibit 10.1 Upstart Holdings, Inc. 2020 Equity Incentive Plan NOTICE OF RESTRICTED STOCK UNIT AWARD AND RESTRICTED STOCK UNIT AGREEMENT Capitalized terms that are not defined in this Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement (the ?Notice of Grant?), the Terms and Conditions of Restricted Stock Unit Award and all other exhibits to these documents (all together, the

Outside Director Compensation Policy.

Exhibit 10.7 UPSTART HOLDINGS, INC. OUTSIDE DIRECTOR COMPENSATION POLICY As of January 1, 2022 Upstart Holdings, Inc. (the ?Company?) believes that providing cash and equity compensation to members of its Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the ?Outside

Amended and Restated Certificate of Incorporation.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UPSTART HOLDINGS, INC. a Delaware corporation Upstart Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), does hereby certify as follows: A.The original Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on December 9, 20

As filed with the Securities and Exchange Commission on February 18, 2022

As filed with the Securities and Exchange Commission on February 18, 2022 Registration No.

List of subsidiaries of the registrant.

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation Upstart Network, Inc. Delaware Upstart Loan Trust Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstart Holding

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001

Description of Capital Stock.

Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following description of capital stock of Upstart Holdings, Inc. (?us?, ?our?, ?we,? or the ?Company) is a summary of the rights of our common stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws as currently in effect. This summary does not purport to be complete and is qualified in its e

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 15, 2022 Date of Report (date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

Upstart Announces Fourth Quarter and Full Year 2021 Results

Exhibit 99.1 Upstart Announces Fourth Quarter and Full Year 2021 Results SAN MATEO, Calif. ? February 15, 2022 ? Upstart Holdings, Inc. (NASDAQ: UPST), a leading artificial intelligence (AI) lending platform, today announced financial results for its fourth quarter and full fiscal year 2021 ended December 31, 2021. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An

Upstart Announces Share Repurchase Program

Exhibit 99.2 Upstart Announces Share Repurchase Program SAN MATEO, Calif. ? February 15, 2022 ? Upstart Holdings, Inc. (NASDAQ: UPST), a leading artificial intelligence (AI) lending platform, today announced that its Board of Directors has approved a share repurchase program with authorization to purchase up to $400 million of common stock. ?With the volatility in the trading of our stock, we have

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Upstart Holdings, Inc. Dated: February 14, 2022 KHOSLA VENTURES SEED B,

DE:855 / Upstart Holdings Inc / Vulcan Value Partners, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )1 Upstart Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 91680M107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

DE:855 / Upstart Holdings Inc / Third Point LLC - SCHEDULE 13G/A, AMENDMENT #1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Upstart Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 91680M 10 7 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

DE:855 / Upstart Holdings Inc / Vk Services, Llc - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

DE:855 / Upstart Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Upstart Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 91680M107 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ R

DE:855 / Upstart Holdings Inc / Girouard Dave - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Upstart Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91680M 107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

DE:855 / Upstart Holdings Inc / Upstart Holdings, Inc. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Upstart Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91680M 107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

DE:855 / Upstart Holdings Inc / Stone Ridge Trust V - STONE RIDGE TRUST V Passive Investment

CUSIP No. 91680M107 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Upstart Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 91680M107 (CUSIP Number) Decemb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 15, 2021 Date of Report (date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

Sublease, dated September 13, 2021, between Upstart Network, Inc. and Open Text, Inc.

Exhibit 10.3 SUBLEASE This SUBLEASE (this ?Sublease?) is entered into as of September 13, 2021 (the ?Effective Date?), by and between OPEN TEXT INC., a Delaware corporation (?Sublandlord?), and UPSTART NETWORK, INC., a Delaware corporation (?Subtenant?), with reference to the following facts: A. Per the terms and conditions of that certain Lease dated October 7, 2016 (as may be amended, the ?Maste

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstar

Upstart Holdings, Inc. 2020 Equity Incentive Plan and related form agreements

EX-10.1 2 exhibit101q32021-eiprsuopt.htm EX-10.1 Exhibit 10.1 UPSTART HOLDINGS, INC. 2020 EQUITY INCENTIVE PLAN (As of July 19, 2021) 1.Purposes of the Plan; Award Types. (a)Purposes of the Plan. The purposes of this Plan are to attract and retain personnel for positions with the Company Group, to provide additional incentive to Employees, Directors, and Consultants (collectively, “Service Provide

Upstart Announces Third Quarter 2021 Results

Exhibit 99.1 Upstart Announces Third Quarter 2021 Results SAN MATEO, Calif. ? November 9, 2021 ? Upstart Holdings, Inc. (NASDAQ: UPST), a leading artificial intelligence (AI) lending platform, today announced financial results for its third quarter of the fiscal year 2021 ended September 30, 2021. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings presenta

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 9, 2021 Date of Report (date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 UPSTART HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 UPSTART HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39797 46-4332431 (State or Other Jurisdiction of Incorporation) (Commission

Upstart Holdings, Inc. Announces Pricing of Offering of $575,000,000 of 0.25% Convertible Senior Notes Due 2026

Exhibit 99.2 Upstart Holdings, Inc. Announces Pricing of Offering of $575,000,000 of 0.25% Convertible Senior Notes Due 2026 SAN MATEO ? August 17, 2021 ? Upstart Holdings, Inc. (?Upstart?) (NASDAQ: UPST) today announced the pricing of $575,000,000 aggregate principal amount of Convertible Senior Notes due 2026 (the ?notes?) in a private offering (the ?offering?) to qualified institutional buyers

Form of 0.25% Convertible Senior Note due 2026 (included in the indenture filed as Exhibit 4.4).

Exhibit 4.1 UPSTART HOLDINGS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 20, 2021 0.25% Convertible Senior Notes due 2026 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 14 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 14 Section 2.0

Upstart Holdings, Inc. Announces Proposed Private Offering of $575,000,000 of Convertible Senior Notes Due 2026

Exhibit 99.1 Upstart Holdings, Inc. Announces Proposed Private Offering of $575,000,000 of Convertible Senior Notes Due 2026 SAN MATEO ? August 16, 2021 ? Upstart Holdings, Inc. (?Upstart?) (NASDAQ: UPST) today announced its intention to offer, subject to market conditions and other factors, $575,000,000 aggregate principal amount of Convertible Senior Notes due 2026 (the ?notes?) in a private off

Form of Capped Call Confirmation

Exhibit 10.1 [Dealer Dealer Address] August [], 2021 To: Upstart Holdings, Inc. 2950 S. Delaware Street, Suite 300 San Mateo, California 94403 Attention: [] Telephone No.: [] Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this ?Confirmation?) is to confirm the terms and conditions of the call option transaction entered into between [] (?Dealer?) and Upstart Ho

Amendment No. 2, dated May 25, 2021, to the Third Amended and Restated Loan Sale Agreement, dated January 1, 2019, between Upstart Network, Inc. and Cross River Bank, as previously amended on November 25, 2020.

Exhibit 10.2 Amendment No. 2 To Third Amended And Restated Loan Sale Agreement This Amendment No. 2 to the Third Amended and Restated Loan Sale Agreement (this ?Amendment?) is entered into as of May 25, 2021 by and between Upstart Network, Inc., a Delaware corporation (?Purchaser?) and Cross River Bank, a New Jersey state-chartered bank (?Bank?), and amends the Third Amended and Restated Loan Sale

Amendment No. 3, dated May 25, 2021, to the Third Amended and Restated Loan Program Agreement, dated January 1, 2019, between Upstart Network, Inc. and Cross River Bank, as previously amended on November 20, 2019 and November 25, 2020.

Exhibit 10.3 Amendment No. 3 To Third Amended And Restated Loan Program Agreement This Amendment No. 3 to the Third Amended and Restated Loan Program Agreement (this ?Amendment?) is entered into as of May 25, 2021 by and between Upstart Network, Inc., a Delaware corporation (?UNI?) and Cross River Bank, a New Jersey state-chartered bank (?Bank?), and amends the Third Amended and Restated Loan Prog

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstart Hol

Upstart Announces Second Quarter 2021 Results

Exhibit 99.1 Upstart Announces Second Quarter 2021 Results SAN MATEO, Calif. ? August 10, 2021 ? Upstart Holdings, Inc. (NASDAQ: UPST), a leading artificial intelligence (AI) lending platform, today announced financial results for its second quarter of the fiscal year 2021 ended June 30, 2021. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings presentation

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 10, 2021 Date of Report (date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 23, 2021 Date of report (date of earliest event reported) UPSTART HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission Fil

Termination of a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 26, 2021 Date of report (date of earliest event reported) UPSTART HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstart Ho

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 11, 2021 Date of Report (date of earliest event reported) Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission File

Upstart Announces First Quarter 2021 Results

Exhibit 99.1 Upstart Announces First Quarter 2021 Results SAN MATEO, Calif. ? May 11, 2021 ? Upstart Holdings, Inc. (NASDAQ: UPST), a leading artificial intelligence (AI) lending platform, today announced financial results for its first quarter of the fiscal year 2021 ended March 31, 2021. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today. An earnings presentation and

- S-8

As filed with the Securities and Exchange Commission on April 16, 2021 Registration No.

Prodigy Software, Inc. 2015 Stock Incentive Plan and related form agreements

Exhibit 4.4 2015 STOCK INCENTIVE PLAN OF PRODIGY SOFTWARE, INC. as amended March 6, 2017 i TABLE OF CONTENTS PAGE 1. Purpose 1 2. Eligibility 1 3. Administration and Delegation 1 (a) Administration by the Board 1 (b) Appointment of Committees 2 4. Stock Available for Awards 2 (a) Number of Shares 2 (b) Substitute Awards 2 5. Stock Options 2 (a) General 2 (b) Incentive Stock Options 2 (c) Exercise

- DEFINITIVE PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

2,000,000 Shares Upstart Holdings, Inc. Common Stock

424B4 Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-255073 2,000,000 Shares Upstart Holdings, Inc. Common Stock We are offering 2,000,000 shares of our common stock. Our common stock is listed on the Nasdaq Global Select Market under the symbol “UPST”. On April 8, 2021, the last reported sale price of our common stock as reported on the Nasdaq Global Select Market was $12

List of subsidiaries of the registrant.

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation Upstart Network, Inc. Delaware Upstart Funds GP, LLC Delaware Upstart Network Trust Delaware Upstart Loan Trust Delaware Upstart Loan Trust 2 Delaware Upstart Funding I, LLC Delaware Upstart Securitization Trust 2017-1 Delaware Upstart Funding Grantor Trust 2017-1 Delaware Upstart Funding II, LLC Delaware

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April 6, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: David Lin Re: Upstart Holdings, Inc. Registration Statement on Form S-1 File No. 333-255073 Acceleration Request Requested Date: April 8, 2021 Requested Time: 5:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under

Registration Statement - S-1

Table of Contents As filed with the Securities and Exchange Commission on April 6, 2021.

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April 6, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Underwriting Agreement.

Exhibit 1.1 Upstart Holdings, Inc. Common Stock, par value $0.0001 per share Underwriting Agreement March [?], 2021 Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198. c/o BofA Securities, Inc., On

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Table of Contents Confidential Treatment Requested by Upstart Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the U.S. Securities and Exchange Commission on March 23, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED

Confidential Treatment Requested by Upstart Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83

EX-21.1 2 filename2.htm Confidential Treatment Requested by Upstart Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation Upstart Network, Inc. Delaware Upstart Funds GP, LLC Delaware Upstart Network Trust Delaware Upstart Loan Trust Delaware Upstart Loan Trust 2 Delaware Upstart Funding I, LLC Delaware Upst

Description of Capital Stock.

Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following description of capital stock of Upstart Holdings, Inc. (?us?, ?our?, ?we,? or the ?Company) is a summary of the rights of our common stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws as currently in effect. This summary does not purport to be complete and is qualified in its e

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-39797 Upstart Holding

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 15, 2021 Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39797 46-4332431 (State or other jurisdiction of incorporation) (Commission F

Upstart Announces Fourth Quarter 2020 and Fiscal Year 2020 Results

EX-99.1 Exhibit 99.1 Upstart Announces Fourth Quarter 2020 and Fiscal Year 2020 Results SAN MATEO, Calif. – March 17, 2021 – Upstart Holdings, Inc. (NASDAQ: UPST), a leading artificial intelligence (AI) lending platform, today announced financial results for its fourth quarter and fiscal year ended December 31, 2020. Upstart will host a conference call and webcast at 1:30 p.m. Pacific Time today.

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Upstart Holdings, Inc. Dated: February 12, 2021 KHOSLA VENTURES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Upstart Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securi

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* Upstart Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Upstart Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 91680M 10 7 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Upstart Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Secu

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Upstart Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91680M 107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Upsta

SC 13G CUSIP No. 91680M107 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Upstart Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 91680M107 (CUSIP Number)

12,015,690 Shares Upstart Holdings, Inc. Common Stock

Filed pursuant to Rule 424(b)(4) Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No.

Power of Attorney (contained on signature page hereto).

S-8 As filed with the Securities and Exchange Commission on December 16, 2020 Registration No.

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December 11, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Sonia Bednarowski Dietrich King Ben Phippen Michael Volley Re: Upstart Holdings, Inc. Registration Statement on Form S-1 File No. 333-249860 Acceleration Request Requested Date: December 15, 2020 Requested Time: 4:00 P.M. East

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December 11, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Upstart Holdings, Inc. Registration Statement on Form S-1 (File No. 333-249860) Attn: Sonia Bednarowski Dietrich King Ben Phippen Michael Volley Ladies and Gentlemen: Pursuant to Rule 460 under the Securities Act of 1933, as amended, (the ?Act?), we wish

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 46-4332431 (State of incorporation or organization) (I.R.S. Employer Identification No.) Upstart Holdings, Inc

- AMENDMENT NO. 4 TO FORM S-1

Amendment No. 4 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on December 9, 2020. Registration No. 333-249860 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7389 46-4332

Amended and Restated Billing Agent Agreement, dated November 25, 2020, between Upstart Network, Inc. and Trans Union LLC.

EX-10.17 Exhibit 10.17 AMENDED AND RESTATED BILLING AGENT AGREEMENT This Amended and Restated BILLING AGENT AGREEMENT (the “Agreement”) is made and entered into as of 11/25/2020, (“Effective Date”), by and between TRANS UNION LLC (“TransUnion”) with its principal place of business at 555 West Adams, Chicago, Illinois 60661, and Upstart Network, Inc. (“BILLING AGENT”) with its principal place of bu

Amended and Restated TransUnion Master Agreement for Consumer Reporting and Ancillary Services, dated November 25, 2020, between Upstart Network, Inc. and TransUnion LLC.

EX-10.16 Exhibit 10.16 AMENDED AND RESTATED TRANSUNION MASTER AGREEMENT FOR CONSUMER REPORTING AND ANCILLARY SERVICES This Amended and Restated TransUnion Master Agreement for Consumer Reporting and Ancillary Services (“Agreement”) is made and entered as of this date of 11/25/2020, 2020 (the “Effective Date”), by and between Trans Union LLC, with its principal place of business at 555 West Adams,

- AMENDMENT NO. 3 TO FORM S-1

Amendment No. 3 to Form S-1 As filed with the Securities and Exchange Commission on December 7, 2020. Registration No. 333-249860 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7389 46-4332431 (State or othe

Form of warrant to purchase common stock.

EX-4.4 Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COM

Upstart Holdings, Inc. 2020 Employee Stock Purchase Plan and related form agreements

EX-10.5 Exhibit 10.5 UPSTART HOLDINGS, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an “employee stock purchase plan” unde

Amended and Restated Loan and Security Agreement, dated September 5, 2018, between Silicon Valley Bank, Upstart Holdings, Inc. and Upstart Network, Inc. amended as of October 22, 2018, August 14, 2019, June 30, 2020, October 1, 2020, November 3, 2020 and November 25, 2020.

EX-10.9 Exhibit 10.9 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 5, 2018 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation (“Bank”), UPSTART HOLDINGS, INC., a Delaware corporation (“Upstart Holdings”), and UPSTART NETWORK, INC., a Delaware corporation (“Upstart Network”, tog

Form of common stock certificate of the registrant.

EX-4.1 Exhibit 4.1 UH CUSIP 91680M 10 7 INCORPORATED UNDER THE LAWS OF THE STATE SEE REVERSE FOR CERTAIN OF DELAWARE DEFINITIONS AND LEGENDS This certifies that BY: AMERICAN COUNTERSIGNED is the record holder of STOCK AND FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF (BROOKLYN, UPSTART HOLDINGS, INC. TRANSFER transferable on the books of the Corporation in pe

- AMENDMENT NO. 2 TO FORM S-1

Amendment No. 2 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on December 4, 2020. Registration No. 333-249860 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7389 46-4332

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 Upstart Holdings, Inc. Common Stock, par value $0.0001 per share Underwriting Agreement , 2020 Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198. c/o BofA Securities, Inc., One

Upstart Holdings, Inc. Employee Incentive Compensation Plan.

EX-10.4 Exhibit 10.4 UPSTART HOLDINGS, INC. EMPLOYEE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company’s objectives. 2. Definitions. 2.1 “Actual Award” means as to any Performance Period, the actual award (if any) pay

Third Amended and Restated Loan Sale Agreement, dated January 1, 2019, between Upstart Network, Inc. and Cross River Bank, amended as of November 25, 2020.

EX-10.14 Exhibit 10.14 EXECUTION VERSION THIRD AMENDED AND RESTATED LOAN SALE AGREEMENT between CROSS RIVER BANK and UPSTART NETWORK, INC., as Purchaser Dated as of January 1, 2019 *** Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. TABLE OF CONTENTS Page 1. Definitions; Interpretation. 1 2

Upstart Holdings, Inc. Outside Director Compensation Policy.

EX-10.7 Exhibit 10.7 UPSTART HOLDINGS, INC. OUTSIDE DIRECTOR COMPENSATION POLICY (Adopted and approved October 23, 2020, amended and restated on November 12, 2020 and effective as of the Effective Date) Upstart Holdings, Inc. (the “Company”) believes that providing cash and equity compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents

Amended and Restated Certificate of Incorporation of the registrant, as amended by a certificate of amendment dated November 30, 2020, as currently in effect.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UPSTART HOLDINGS, INC. The undersigned, David Girouard, hereby certifies that: 1. The undersigned is the duly elected and acting President of Upstart Holdings, Inc., a Delaware corporation. 2. The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware on December 9, 2013.

Form of Amended and Restated Certificate of Incorporation of the registrant, to be in effect upon completion of this offering.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UPSTART HOLDINGS, INC. a Delaware corporation Upstart Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: A. The original Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on Decemb

Third Amended and Restated Loan Program Agreement, dated January 1, 2019, between Upstart Network, Inc. and Cross River Bank, amended as of November 20, 2019 and November 25, 2020.

EX-10.13 Exhibit 10.13 EXECUTION VERSION CONFIDENTIAL THIRD AMENDED AND RESTATED LOAN PROGRAM AGREEMENT between CROSS RIVER BANK and UPSTART NETWORK, INC. Dated as of January 1, 2019 *** Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRU

Upstart Holdings, Inc. 2020 Equity Incentive Plan and related form agreements.

EX-10.2 Exhibit 10.2 UPSTART HOLDINGS, INC. 2020 EQUITY INCENTIVE PLAN (Adopted on October 23, 2020; amended and restated on November 12, 2020; effective as of one business day immediately prior to the Registration Date) 1. Purposes of the Plan; Award Types. (a) Purposes of the Plan. The purposes of this Plan are to attract and retain personnel for positions with the Company Group, to provide addi

List of subsidiaries of the registrant.

EX-21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation Upstart Network, Inc. Delaware Upstart Funds GP, LLC Delaware Upstart Network Trust Delaware Upstart Loan Trust Delaware Upstart Loan Trust 2 Delaware Upstart Funding I, LLC Delaware Upstart Securitization Trust 2017-1 Delaware Upstart Funding Grantor Trust 2017-1 Delaware Upstart Funding II, LLC D

Form of Amended and Restated Bylaws of the registrant, to be in effect upon completion of this offering.

EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF UPSTART HOLDINGS, INC. (initially adopted on December 6, 2013) (as amended on October 23, 2020; effective as of the closing of the company’s initial public offering) TABLE OF CONTENTS Page ARTICLE I—CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II—MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3

Upstart Holdings, Inc. Executive Change in Control and Severance Policy and related participation.

EX-10.6 Exhibit 10.6 UPSTART HOLDINGS, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE POLICY (Adopted on October 23, 3030, effective as of the Registration Date) This Executive Change in Control and Severance Policy (the “Policy”) is designed to provide certain protections to a select group of key employees of Upstart Holdings, Inc. (“Upstart” or the “Company”) or any of its subsidiaries if their

Form of Indemnification Agreement between the registrant and each of its directors and executive officers.

EX-10.1 Exhibit 10.1 UPSTART HOLDINGS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Upstart Holdings, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve a

December 4, 2020

December 4, 2020 Via EDGAR and Electronic Delivery U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Sonia Bednarowski Dietrich King Ben Phippen Michael Volley Re: Upstart Holdings, Inc. Registration Statement on Form S-1 Submitted November 5, 2020 File No. 333-249860 Ladies and Gentlemen: On behalf of

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FOIA CONFIDENTIAL TREATMENT REQUESTED BY UPSTART HOLDINGS, INC. November 20, 2020 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[***].? Via EDGAR and Secure Fi

Form of warrant to purchase Series B preferred stock.

EX-4.3 Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM REASONABLY SA

Amended and Restated Certificate of Incorporation of the registrant, as currently in effect.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UPSTART HOLDINGS, INC. The undersigned, David Girouard, hereby certifies that: 1. The undersigned is the duly elected and acting President of Upstart Holdings, Inc., a Delaware corporation. 2. The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware on December 9, 2013.

Upstart Holdings, Inc. 2012 Stock Plan and related form agreements.

EX-10.3 Exhibit 10.3 UPSTART HOLDINGS, INC. 2012 STOCK PLAN (as amended April 20, 2012) (as amended December 13, 2012) (assumed by Upstart Holdings, Inc. effective December 10, 2013) (as amended September 11, 2014) (as amended November 12, 2014) (as amended June 29, 2015) (as amended November 22, 2016) (as amended April 3, 2018) (as amended December 27, 2018) (as amended October 29, 2019) 1. Purpo

Amended and Restated Loan and Security Agreement, dated September 5, 2018, between Silicon Valley Bank, Upstart Holdings, Inc. and Upstart Network, Inc. amended as of October 22, 2018, August 14, 2019, June 30, 2020, October 1, 2020 and November 3, 2020.

EX-10.9 Exhibit 10.9 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 5, 2018 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation (“Bank”), UPSTART HOLDINGS, INC., a Delaware corporation (“Upstart Holdings”), and UPSTART NETWORK, INC., a Delaware corporation (“Upstart Network”, tog

Mezzanine Loan and Security Agreement, dated October 22, 2018, between Silicon Valley Bank, Upstart Holdings, Inc. and Upstart Network, Inc. amended as of June 30, 2020 and October 1, 2020.

EX-10.10 Exhibit 10.10 MEZZANINE LOAN AND SECURITY AGREEMENT THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 22, 2018 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation (“Bank”), UPSTART HOLDINGS, INC., a Delaware corporation (“Upstart Holdings”), and UPSTART NETWORK, INC., a Delaware corporation (“Upstart Network”, and together with Upstar

Amended and Restated Revolving Credit and Security Agreement, dated May 22, 2020, between Upstart Loan Trust and Goldman Sachs Bank USA.

EX-10.11 Exhibit 10.11 EXECUTION VERSION AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT among UPSTART LOAN TRUST, as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and GOLDMAN SACHS BANK USA, as Administrative Agent Dated as of May 22, 2020 TABLE OF CONTENTS ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; COMPUTATIONS 1 Section 1.01 Definitions 1 Section 1.02 Rules of Construc

Bylaws of the registrant, as amended, as currently in effect.

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF UPSTART HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 3 1.1 Offices 3 ARTICLE II MEETINGS OF STOCKHOLDERS 3 2.1 Place Of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice Of Stockholders’ Meetings 4 2.5 Manner Of Giving Notice; Affidavit Of Notice 4 2.6 Quorum 4 2.7 Adjourned Meeting; Notice 4 2.8 Organization; Co

Third Amended and Restated Loan Program Agreement, dated January 1, 2019, between Upstart Network, Inc. and Cross River Bank, as amended November 20, 2019.

EX-10.13 Exhibit 10.13 EXECUTION VERSION CONFIDENTIAL THIRD AMENDED AND RESTATED LOAN PROGRAM AGREEMENT between CROSS RIVER BANK and UPSTART NETWORK, INC. Dated as of January 1, 2019 *** Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRU

Amended and Restated Investors’ Rights Agreement

EX-4.2 Exhibit 4.2 UPSTART HOLDINGS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of December 31, 2018, by and among Upstart Holdings, Inc., a Delaware corporation (the “Company”), David Girouard (the “Founder”), the holders of outstanding Preferred Stock of the Company listed on Schedule

- S-1/A

S-1/A As filed with the Securities and Exchange Commission on November 6, 2020. Registration No. 333-249860 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Upstart Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7389 46-4332431 (State or other jurisdiction of i

Form of warrant to purchase common stock.

EX-4.4 Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COM

Revolving Credit and Security Agreement, dated May 23, 2018, between Upstart Warehouse Trust and Deutsche Bank AG, New York Branch, and Wilmington Savings Fund Society, FSB, amended as of August 3, 2018 and July 10, 2020.

EX-10.12 Exhibit 10.12 EXECUTION VERSION REVOLVING CREDIT AND SECURITY AGREEMENT among UPSTART WAREHOUSE TRUST, as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent Dated as of May 23, 2018 TABLE OF CONTENTS ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; COMPUTATIONS 1 SECTION 1.01 Definitions 1 SECTION 1.02 Rules of Construction 47 SEC

Second Amended and Restated Promotion Agreement, dated November 6, 2020, between Upstart Network, Inc. and Credit Karma Offers, Inc.

EX-10.15 Exhibit 10.15 *** Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SECOND AMENDED & RESTATED PROMOTION AGREEMENT (PERSONAL LOANS) This Second Amended & Restated PROMOTION AGREEMENT (“Agreement”) is made as of November 6, 2020 (“Effective Date”) by and between Upstart Network, Inc.,

Third Amended and Restated Loan Sale Agreement, dated January 1, 2019, between Upstart Network, Inc. and Cross River Bank.

EX-10.14 Exhibit 10.14 EXECUTION VERSION THIRD AMENDED AND RESTATED LOAN SALE AGREEMENT between CROSS RIVER BANK and UPSTART NETWORK, INC., as Purchaser Dated as of January 1, 2019 *** Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. TABLE OF CONTENTS Page 1. Definitions; Interpretation. 1 2

TransUnion Master Agreement for Consumer Reporting and Ancillary Services, dated March 20, 2015, between Upstart Network, Inc. and Trans Union LLC, amended as of July 20, 2015.

EX-10.16 Exhibit 10.16 TRANSUNION MASTER AGREEMENT FOR CONSUMER REPORTING AND ANCILLARY SERVICES This TransUnion Master Agreement for Consumer Reporting and Ancillary Services (“Agreement”) is made and entered as of this 20 date of March 20 15 (the “Effective Date”), by and between Trans Union LLC, with its principal place of business at 555 West Adams, Chicago, Illinois 60661 (“TransUnion”), and

Sub-Sublease Agreement, dated April 1, 2019, between Bay Meadows Station 3 Investors, LLC and Open Text Inc., Snowflake, Inc. and Upstart Holdings, Inc.

EX-10.8 Exhibit 10.8 2950 South Delaware St. Upstart Holdings, Inc. San Mateo, CA SUB-SUBLEASE AGREEMENT This Sub-Sublease Agreement (“Sub-Sublease”) is made effective as of the 1st day of April, 2019, (the “Effective Date”) by and between SNOWFLAKE, INC., a Delaware corporation f/k/a Snowflake Computing, Inc. (“Sub-Sublandlord”), and UPSTART HOLDINGS, INC., a Delaware corporation (“Sub-Subtenant”

Mezzanine Loan and Security Agreement, dated October 22, 2018, between Silicon Valley Bank, Upstart Holdings, Inc. and Upstart Network, Inc. amended as of June 30, 2020 and October 1, 2020.

EX-10.10 Exhibit 10.10 MEZZANINE LOAN AND SECURITY AGREEMENT THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 22, 2018 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation (“Bank”), UPSTART HOLDINGS, INC., a Delaware corporation (“Upstart Holdings”), and UPSTART NETWORK, INC., a Delaware corporation (“Upstart Network”, and together with Upstar

Amended and Restated Revolving Credit and Security Agreement, dated May 22, 2020, between Upstart Loan Trust and Goldman Sachs Bank USA.

EX-10.11 Exhibit 10.11 EXECUTION VERSION AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT among UPSTART LOAN TRUST, as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and GOLDMAN SACHS BANK USA, as Administrative Agent Dated as of May 22, 2020 TABLE OF CONTENTS ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; COMPUTATIONS 1 Section 1.01 Definitions 1 Section 1.02 Rules of Construc

Third Amended and Restated Loan Sale Agreement, dated January 1, 2019, between Upstart Network, Inc. and Cross River Bank.

EX-10.14 Exhibit 10.14 EXECUTION VERSION THIRD AMENDED AND RESTATED LOAN SALE AGREEMENT between CROSS RIVER BANK and UPSTART NETWORK, INC., as Purchaser Dated as of January 1, 2019 *** Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. TABLE OF CONTENTS Page 1. Definitions; Interpretation. 1 2

Third Amended and Restated Loan Program Agreement, dated January 1, 2019, between Upstart Network, Inc. and Cross River Bank, as amended November 20, 2019.

EX-10.13 Exhibit 10.13 EXECUTION VERSION CONFIDENTIAL THIRD AMENDED AND RESTATED LOAN PROGRAM AGREEMENT between CROSS RIVER BANK and UPSTART NETWORK, INC. Dated as of January 1, 2019 *** Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRU

Upstart Holdings, Inc. 2012 Stock Plan and related form agreements.

EX-10.3 Exhibit 10.3 UPSTART HOLDINGS, INC. 2012 STOCK PLAN (as amended April 20, 2012) (as amended December 13, 2012) (assumed by Upstart Holdings, Inc. effective December 10, 2013) (as amended September 11, 2014) (as amended November 12, 2014) (as amended June 29, 2015) (as amended November 22, 2016) (as amended April 3, 2018) (as amended December 27, 2018) (as amended October 29, 2019) 1. Purpo

Amended and Restated Certificate of Incorporation of the registrant, as currently in effect.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UPSTART HOLDINGS, INC. The undersigned, David Girouard, hereby certifies that: 1. The undersigned is the duly elected and acting President of Upstart Holdings, Inc., a Delaware corporation. 2. The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware on December 9, 2013.

Bylaws of the registrant, as amended, as currently in effect.

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF UPSTART HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 3 1.1 Offices 3 ARTICLE II MEETINGS OF STOCKHOLDERS 3 2.1 Place Of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice Of Stockholders’ Meetings 4 2.5 Manner Of Giving Notice; Affidavit Of Notice 4 2.6 Quorum 4 2.7 Adjourned Meeting; Notice 4 2.8 Organization; Co

Amended and Restated Investors’ Rights Agreement among the registrant and certain holders of its capital stock, amended as of December 31, 2018.

EX-4.2 Exhibit 4.2 UPSTART HOLDINGS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of December 31, 2018, by and among Upstart Holdings, Inc., a Delaware corporation (the “Company”), David Girouard (the “Founder”), the holders of outstanding Preferred Stock of the Company listed on Schedule

Amended and Restated Loan and Security Agreement, dated September 5, 2018, between Silicon Valley Bank, Upstart Holdings, Inc. and Upstart Network, Inc. amended as of October 22, 2018, August 14, 2019, June 30, 2020, October 1, 2020 and November 3, 2020.

EX-10.9 Exhibit 10.9 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 5, 2018 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation (“Bank”), UPSTART HOLDINGS, INC., a Delaware corporation (“Upstart Holdings”), and UPSTART NETWORK, INC., a Delaware corporation (“Upstart Network”, tog

Form of warrant to purchase Series B preferred stock.

EX-4.3 Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM REASONABLY SA

Form of warrant to purchase common stock.

EX-4.4 Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COM

Amended and Restated Promotion Agreement, dated May 11, 2020, between Upstart Network, Inc. and Credit Karma Offers, Inc.

EX-10.15 Exhibit 10.15 AMENDED & RESTATED PROMOTION AGREEMENT (PERSONAL LOANS) This Amended & Restated PROMOTION AGREEMENT (“Agreement”) is made as of May 11, 2020 (“Effective Date”) by and between Upstart Network, Inc., a Delaware corporation with its principal office located at 2950 S. Delaware St., #300, San Mateo, CA 94403 (“Advertiser”) and Credit Karma Offers, Inc., a Delaware corporation wi

Sub-Sublease Agreement, dated April 1, 2019, between Bay Meadows Station 3 Investors, LLC and Open Text Inc., Snowflake, Inc. and Upstart Holdings, Inc.

EX-10.8 Exhibit 10.8 2950 South Delaware St. Upstart Holdings, Inc. San Mateo, CA SUB-SUBLEASE AGREEMENT This Sub-Sublease Agreement (“Sub-Sublease”) is made effective as of the 1st day of April, 2019, (the “Effective Date”) by and between SNOWFLAKE, INC., a Delaware corporation f/k/a Snowflake Computing, Inc. (“Sub-Sublandlord”), and UPSTART HOLDINGS, INC., a Delaware corporation (“Sub-Subtenant”

Power of Attorney.

Form S-1 Table of Contents As filed with the Securities and Exchange Commission on November 5, 2020.