Results of Operations and Financial Condition. On August 4, 2026, Upstar t Holdings, Inc. (“Upstart”) reported financial results for the fiscal quarter ended June 30, 2026. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein. The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934…

Director — Jeff Huber: Jeff Huber resigned from the Board and the Nominating and Corporate Governance Committee.

Results of Operations and Financial Condition. On May 5, 2026, Upstar t Holdings, Inc. (“Upstart”) reported financial results for the fiscal quarter ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein. The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,…

Other Events. On February 19, 2026, Upstart Holdings, Inc. (NASDAQ: UPST), issued a press release announcing that it repurchased $100 million of common stock, a total of 3,193,294 shares at an average price of $31.31 per share, between February 12, 2026 and February 18, 2026 in open market transactions pursuant to a share repurchase program previously authorized by the Upstart Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference h…

Results of Operations and Financial Condition. On February 10, 2026, Upstar t Holdings, Inc. (“Upstart”) reported financial results for the fiscal quarter and full fiscal year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein. The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Sec…

CEO — Dave Girouard: Paul Gu, the current Chief Technology Officer and Co-founder, will succeed Dave Girouard as CEO.

Results of Operations and Financial Condition. On November 4, 2025, Upstar t Holdings, Inc. (“Upstart”) reported financial results for the fiscal quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein. The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act…

Other Events. Launch Press Release On August 11, 2025, the Company issued a press release announcing its intention to offer $500.0 million aggregate principal amount of convertible senior notes in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Pricing Press Release On August…

Unregistered Sales of Equity Securities. The information set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Termination of a Material Definitive Agreement. The information set forth under

Entry into a Material Definitive Agreement. Convertible Notes and the Indenture On August 14, 2025, Upstart Holdings, Inc. (the “Company”) issued $690.0 million in aggregate principal amount of its 0% Convertible Senior Notes due 2032 (the “Notes”) pursuant to an indenture (the “Indenture”), dated August 14, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes will not bear regular interest, and the principal amount of the notes will not accrete.…

Results of Operations and Financial Condition. On August 5, 2025, Upstart Holdings, Inc. (the “Company”) furnished a Current Report on Form 8-K that included a press release reporting its financial results for the fiscal quarter ended June 30, 2025 (the “Original Form 8-K”). This Current Report on Form 8-K/A amends the Original Form 8-K solely for the purpose of correcting an error with respect to the Company’s diluted Adjusted Net Income (Loss) Per Share for the three and six months ended Ju…

Results of Operations and Financial Condition. On August 5, 2025, Upstar t Holdings, Inc. (“Upstart”) reported financial results for the fiscal quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein. The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934…

Results of Operations and Financial Condition. On May 6, 2025, Upstar t Holdings, Inc. (“Upstart”) reported financial results for the fiscal quarter ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Other Events. Upstart Holdings, Inc. (“Upstart”) and OneProgress Services LLC (“OnePay”), a financial technology company that is majority owned by Walmart Inc. (“Walmart”), have entered into a one-year strategic partnership. The partnership is expected to help Upstart market consumer lending products to Walmart’s customer base. As part of the partnership, Upstart and OnePay will collaborate on co-branded offerings, including co-branded direct mail campaigns. Upstart does not expect the partne…

Class II director — Peter Bernard: Upstart expanded its board and appointed Peter Bernard as a new Class II director.

Entry into a Material Definitive Agreement. On February 14, 2025, in connection with the commencement of an “at the market” offering program, Upstart Holdings, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with BTIG, LLC, as sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), having an aggregate offering pric…

Results of Operations and Financial Condition. On February 11, 2025, Upstart Holdings, Inc. (the “Company”) furnished a Current Report on Form 8-K that included a press release reporting its financial results for the fiscal quarter and full fiscal year ended December 31, 2024 (the “Original Form 8-K”). This Current Report on Form 8-K/A amends the Original 8-K solely for the purpose of correcting an error with respect to the Company’s diluted adjusted net income per share and diluted weighted-…

Results of Operations and Financial Condition. On February 11, 2025, Upstar t Holdings, Inc. (“Upstart”) reported financial results for the fiscal quarter and full fiscal year ended December 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein. The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Sec…

Other Events. Launch Press Release On November 12, 2024, the Company issued a press release announcing its intention to offer $425,000,000 aggregate principal amount of convertible senior notes in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Pricing Press Release On Novembe…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On November 15, 2024, Upstart Holdings, Inc. (the “Company”) issued $500.0 million in aggregate principal amount of its 1.00% Convertible Senior Notes due 2030 (the “Notes”) pursuant to an indenture (the “Indenture”), dated November 15, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes will bear interest from November 15, 2024 at a rate of 1.00% per annum, payable semiannually in arrears on May 15 and…

Unregistered Sales of Equity Securities. The information set forth under

Results of Operations and Financial Condition. On November 7, 2024, Upstar t Holdings, Inc. (“Upstart”) reported financial results for the fiscal quarter ended September 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein. The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act…