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UPST on Nasdaq

Upstart Holdings

Logo: upstart.com5

American financial technology company

Upstart is a lending platform based in San Mateo, California. It was first launched in April 2012 with an Income Share Agreement (ISA) product, which enabled individuals to raise money by contracting to share a percent of their future income. In May 2014, Upstart pivoted away from this product and toward the personal loan marketplace.3 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

2012Founded1

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  • TickerUPST on Nasdaq1
  • Industryfintech1
  • HeadquartersSan Mateo1
  • Websitewww.upstart.com
  • Incorporated inDE6
  • Business address220 Park Road, Suite 500, Burlingame, Ca 940106
  • Filer categoryLarge accelerated filer6
  • Legal formCorporation4
  • LEI549300WNB47JRNENIC754
  • StatusActive4
  • LEI statusIssued and current4
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 54181854

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Upstart Holdings HQ
Photo: BrokenSegue, CC BY-SA 4.0, via Wikimedia Commons8

Upstart is a lending platform based in San Mateo, California. It was first launched in April 2012 with an Income Share Agreement (ISA) product, which enabled individuals to raise money by contracting to share a percent of their future income. In May 2014, Upstart pivoted away from this product and toward the personal loan marketplace. With this pivot, Upstart began offering a traditional 3-year loan, and has since expanded to offer a 5-year loan product as well.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

4.1%Operating margin9
5.1%Net margin9
64.0%Revenue growth, 20259
6.7%Return on equity9
-$148.1MFree cash flow9

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Origination Fees brought in 62% of the revenue Upstart Holdings broke down this way in fiscal 2025.

  1. Origination Fees$7.6M962%
  2. Subscription Fee$4.7M938%down 13% from 2024
Products and services by year
Products and services202320242025
Origination Fees$0$0$7.6M
Subscription Fee$3.8M$5.4M$4.7M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development25¢$257.6M
  • Other costs70¢$731.9M
  • Income tax0¢$728.0K
  • Profit5¢$53.6M

Out of $1.0B in revenue.9

Financial statements

Revenue10119$1.0B in 2025+553% since 2019
0$500.0M$1.0B$1.5B2019: $159.8M$159.8M20192020: $228.6M$228.6M2020+43%2021: $801.3M$801.3M2021+251%2022: $907.3M$907.3M2022+13%2023: $513.6M$513.6M2023−43%2024: $636.5M$636.5M2024+24%2025: $1.0B$1.0B2025+64%
Operating income101112139$42.6M in 2025
-$300.0M-$200.0M-$100.0M0$100.0M$200.0M2019: -$4.6M-$4.6M20192020: $11.8M$11.8M20202021: $140.9M$140.9M2021+1097%2022: -$113.9M-$113.9M20222023: -$256.5M-$256.5M2023+125%2024: -$172.9M-$172.9M2024−33%2025: $42.6M$42.6M2025
Net income101112139$53.6M in 2025
-$300.0M-$200.0M-$100.0M0$100.0M$200.0M2019: -$466.0K-$466.0K20192020: $6.0M$6.0M20202021: $135.4M$135.4M2021+2164%2022: -$108.7M-$108.7M20222023: -$240.1M-$240.1M2023+121%2024: -$128.6M-$128.6M2024−46%2025: $53.6M$53.6M2025

Every line of the income statement as filed: the last 3 fiscal years, latest first.9

Period ending2025-12-312024-12-312023-12-31
Revenue from fees, net$950.0M$635.5M$560.4M
Interest income$204.2M$186.4M$169.0M
Interest expense-$31.7M-$40.4M-$34.9M
Fair value and other adjustments-$78.7M-$144.9M-$181.0M
Total interest income, interest expense, and fair value adjustments, net$93.8M$1.1M-$46.9M
Total revenue$1.0B$636.5M$513.6M
Sales and marketing$301.5M$166.8M$127.1M
Customer operations$188.4M$158.0M$150.4M
Engineering and product development$257.6M$253.7M$280.1M
General, administrative, and other$253.7M$230.9M$212.4M
Total operating expenses$1.0B$809.4M$770.1M
Income (loss) from operations$42.6M-$172.9M-$256.5M
Other income, net$24.3M$18.8M$21.2M
Expense on convertible notes-$19.9M-$7.7M-$4.7M
Gain on debt extinguishment$7.2M$33.4M$0
Net income (loss) before income taxes$54.3M-$128.4M-$240.0M
Provision for income taxes$728.0K$185.0K$107.0K
Net income (loss)$53.6M-$128.6M-$240.1M
Net income (loss) per share, basic (in dollars per share)$0.56-$1.44-$2.87
Net income (loss) per share, diluted (in dollars per share)$0.45-$1.44-$2.87
Weighted-average number of shares outstanding used in computing net income (loss) per share, basic (in shares)96.0M shares89.5M shares83.8M shares
Weighted-average number of shares outstanding used in computing net income (loss) per share, diluted (in shares)107.5M shares89.5M shares83.8M shares

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Corporate structure

Upstart Holdings sits at the top of its group. 6 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Upstart Holdings

  • Upstart Holdings Burlingame, California, United States
    • Upstart Auto Warehouse Trust Subsidiary · Wilmington, Delaware, United States
    • Upstart Loan Trust Subsidiary · Delaware, United States
    • Upstart Loan Trust 2 Subsidiary · Delaware, United States
    • UPSTART MORTGAGE, LLC Subsidiary · San Mateo, California, United States
    • UPSTART NETWORK, INC. Subsidiary · San Mateo, California, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Upstart Holdings reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$122.6M9 Dec 31, 2025$94.4M9 Dec 31, 2024+29.8%
Accumulated depreciation$78.4M9 Dec 31, 2025$55.4M9 Dec 31, 2024+41.6%
Property and equipment, net$44.2M9 Dec 31, 2025$39.0M9 Dec 31, 2024+13.2%
Operating-lease assets (leased space)$16.4M9 Dec 31, 2025$43.5M9 Dec 31, 2024−62.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$652.4M9 Dec 31, 2025$788.4M9 Dec 31, 2024−17.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$67.1M9 Dec 31, 2025$67.1M9 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$8.3M9 Dec 31, 2025$9.4M9 Dec 31, 2024−12.1%
Finite-lived intangibles, gross$23.1M13 Dec 31, 2024$23.1M13 Dec 31, 20230%
Accumulated amortization$13.7M13 Dec 31, 2024$11.8M13 Dec 31, 2023+16.4%
Finite-lived intangibles, net$8.3M9 Dec 31, 2025$9.4M13 Dec 31, 2024−12.1%

Properties, in its own words

Our corporate headquarters is currently located in San Mateo, California. In addition to our headquarters, we lease facilities in other parts of the United States, including Columbus, Ohio, Austin, Texas, and New York, NY.

We lease all of our facilities and do not own any real property. We believe our facilities are adequate and suitable for our current needs and that, should we need additional space in the future, suitable additional or alternative space will be available to accommodate our operations.

Item 2 of the 10-K filed Feb 10, 2026.16

Leadership

Who has led Upstart Holdings, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Dave Girouard2020–2026
  2. Paul Gu2026–now

President

  1. Sanjay Datta2026–now

Chief financial officer

  1. Sanjay Datta2020–2026
  2. Andrea Blankmeyer2026–now
201520202025
Board members and other officers (17)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Upstart Loan Trust Delaware7
  • Upstart Loan Trust 2 Delaware7
  • Upstart Network, Inc. Delaware7

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 4, 20268-K Results of operations37
  2. May 28, 20268-K Shareholder vote38
  3. May 19, 20268-K Executive or director change39
  4. May 14, 2026New chief executive Paul Gu becomes CEO17
  5. May 5, 20268-K Results of operations40
  6. Mar 10, 20268-K Other events41
  7. Feb 19, 20268-K Other events42
  8. Feb 10, 20268-K Results of operations43
  9. Feb 10, 20268-K Executive or director change44
  10. Nov 4, 20258-K Results of operations45
  11. Aug 14, 20258-K Entered a material agreement; Ended a material agreement; New debt or obligation46
  12. Aug 6, 20258-K Results of operations47
  13. Aug 5, 20258-K Results of operations48
  14. Dec 15, 2020New chief executive Dave Girouard becomes CEO18
  15. 2012Founded Founded1

Calendar

Coming up

  1. Nov 3, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported $0.20 a share, on Nov 4, 2025.49

When it reported results

  1. Aug 4, 2026Reported quarterly or annual results37
  2. May 5, 2026Reported quarterly or annual results40
  3. Feb 10, 2026Reported quarterly or annual results43
  4. Nov 4, 2025Reported quarterly or annual results45
  5. Aug 6, 2025Reported quarterly or annual results47
  6. Aug 5, 2025Reported quarterly or annual results48
  7. May 6, 2025Reported quarterly or annual results50
  8. Feb 13, 2025Reported quarterly or annual results51

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

806 filings to the SEC since October 2021: 5 annual reports, 17 quarterly reports, 45 major events, 432 insider forms, 21 large holders, 286 other. The latest 20:

  1. Sep 10, 20264 EDGAR
  2. Sep 10, 20264 EDGAR
  3. Sep 8, 2026144 EDGAR
  4. Aug 27, 20264 EDGAR
  5. Aug 25, 2026144 EDGAR
  6. Aug 21, 20264 EDGAR
  7. Aug 21, 20264 EDGAR
  8. Aug 21, 20264 EDGAR
  9. Aug 20, 2026144 EDGAR
  10. Aug 20, 2026144 EDGAR
  11. Aug 20, 2026144 EDGAR
  12. Aug 19, 20264 EDGAR
  13. Aug 19, 2026144 EDGAR
  14. Aug 19, 2026144 EDGAR
  15. Aug 19, 20264 EDGAR
  16. Aug 19, 20264 EDGAR
  17. Aug 17, 2026144 EDGAR
  18. Aug 17, 2026144 EDGAR
  19. Aug 17, 2026144 EDGAR
  20. Aug 5, 202610-Q/A EDGAR

The 806 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

353 open-market trades by officers, directors and large owners since October 2021: 5 buys and 348 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 10, 2026Gu PaulChief Executive OfficerBuy50,000$25.55$1.3MForm 4
Sep 8, 2026Datta SanjayPresident, Capital& EnterpriseSale116,000$27.29$3.2MForm 4
Aug 25, 2026Mirgorodskaya NataliaSee RemarksSale913$30.03$27.4KForm 4
Aug 20, 2026Mirgorodskaya NataliaSee RemarksSale586$28.09$16.5KForm 4
Aug 20, 2026Datta SanjayPresident, Capital& EnterpriseSale8,945$28.09$251.3KForm 4
Aug 20, 2026Darling ScottChief Legal OfficerSale7,696$28.09$216.2KForm 4
Aug 19, 2026Blankmeyer AndreaChief Financial OfficerSale3,000$29.33$88.0KForm 4
Aug 19, 2026Datta SanjayPresident, Capital& EnterpriseSale10,000$31.46$314.6KForm 4
Aug 17, 2026Blankmeyer AndreaChief Financial OfficerSale7,175$29.36$210.7KForm 4
Aug 17, 2026Datta SanjayPresident, Capital& EnterpriseSale2,033$29.36$59.7KForm 4
Aug 17, 2026Darling ScottChief Legal OfficerSale814$29.36$23.9KForm 4
Jun 9, 2026Datta SanjayPresident, Capital& EnterpriseSale15,000$30.41$456.1KForm 4
May 26, 2026Mirgorodskaya NataliaSee RemarksSale974$28.99$28.2KForm 4
May 20, 2026Mirgorodskaya NataliaSee RemarksSale526$28.77$15.1KForm 4
May 20, 2026Datta SanjayPresident, Capital& EnterpriseSale7,985$28.77$229.7KForm 4
May 20, 2026Darling ScottChief Legal OfficerSale6,634$28.78$190.9KForm 4
May 15, 2026Blankmeyer AndreaChief Financial OfficerSale7,044$29.63$208.7KForm 4
May 15, 2026Datta SanjayPresident, Capital& EnterpriseSale1,817$29.56$53.7KForm 4
May 15, 2026Darling ScottChief Legal OfficerSale727$29.54$21.5KForm 4
May 13, 2026Gu PaulChief Executive OfficerBuy50,000$27.50$1.4MForm 4

All 353 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Dave Girouard60$536.7K$9.7M63
2025Paul Gu35$482.1K$4.8M63
2025Sanjay Datta52$482.1K$4.8M63
2025Scott Darling54$435.0K$2.8M63
2024Chief Executive Officer$496.7K$7.1M63
2024Chief Financial Officer$447.9K$4.4M63
2024Chief Technology Officer$447.9K$4.4M63
2024Chief Legal Officer and Corporate Secretary$432.9K$2.6M63
2023Chief Executive Officer$460.0K$7.1M63
2023Chief Financial Officer$423.8K$5.7M63
2023Chief Technology Officer$390.8K$5.7M63
2023Chief Legal Officer and Corporate Secretary$410.0K$687.8K63

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.7,878,717$279.1M0.0%+475,638
Vanguard Portfolio Management LLC3,739,758$132.5M0.0%−3,783
Vanguard Capital Management LLC3,698,553$131.0M0.0%−53,497
Morgan Stanley2,414,712$85.6M0.0%−1,560,347
Goldman Sachs Group Inc2,395,222$84.9M0.0%+835,736
Marshall Wace, Llp2,370,690$84.0M0.1%−909,420
Geode Capital Management, LLC2,228,631$79.0M0.0%+104,553
State Street Corp2,118,467$75.1M0.0%+65,381
Clear Street Group Inc.1,829,063$64.8M0.2%+273,857
Halter Ferguson Financial Inc.1,748,119$61.9M10.1%+280,759
Bank Of America Corp /de/1,512,356$53.6M0.0%+1,006,378
UBS Group AG1,503,436$53.3M0.0%+621,569
Citigroup Inc1,135,682$40.2M0.0%+329,341
Barclays PLC1,128,975$40.0M0.0%−143,311
Baillie Gifford & Co1,083,157$38.4M0.0%−25,138
Dimensional Fund Advisors LP1,059,769$37.5M0.0%+36,989
Citadel Advisors LLC955,585$33.9M0.0%+324,423
Susquehanna International Group, Llp920,253$32.6M0.0%+594,147
Point72 Asset Management, L.P.885,159$31.4M0.0%+129,099
Coatue Management LLC870,947$30.9M0.1%No change
Capital Fund Management S.a.800,994$28.4M0.2%−45,785
Northern Trust Corp785,102$27.8M0.0%+26,215
Charles Schwab Investment Management Inc765,281$27.1M0.0%+109,263
Millennium Management LLC764,847$27.1M0.0%+96,783
Fmr LLC706,548$25.0M0.0%+691,812

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

4 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
May 16, 2022Thomas R. SuozziDemocratic, HouseSale$1,001 - $15,000+128.4%Report
May 16, 2022Thomas R. SuozziDemocratic, HouseSale$1,001 - $15,000+128.4%Report
May 5, 2022Thomas R. SuozziDemocratic, HouseBuy$15,001 - $50,000−159.1%Report
May 5, 2022Thomas R. SuozziDemocratic, HouseBuy$15,001 - $50,000−159.1%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Upstart Holdings is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARUpstart Holdings, Inc.2
  • CIK0001647639
  • Employer ID (EIN)46-433243116
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company16
  • Incorporated inDelaware16
  • Fiscal year endsDecember 312
  • Industry code (SIC)6199 Finance Services2
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance2
  • Business address220 Park Road, Suite 500, Burlingame, CA 940102
  • Phone(650) 204-10002
  • Shares outstanding97,313,046 as of Jul 28, 202664
  • Public float$5.4B as of Jun 30, 202516
  • AuditorDeloitte & Touche LLP, San Francisco, California PCAOB ID 34; it also attests to the company’s internal control over financial reporting16
  • On EDGAR sinceJul 16, 20152
  • Filings918 in all: 4 (467), 144 (261), 8-K (49), 3 (19), 10-Q (17), CORRESP (9), SC 13G/A (9), SC 13G (8)2
    All 33 form types

    UPLOAD (8), S-8 (7), 10-K (6), DEF 14A (6), DEFA14A (6), ARS (4), S-1/A (4), SCHEDULE 13G (4), SCHEDULE 13G/A (4), 4/A (3), DRS/A (3), DRSLTR (3), 10-Q/A (2), 424B4 (2), 8-K/A (2), D (2), DRS (2), EFFECT (2), S-1 (2), SEC STAFF LETTER (2), 40-APP (1), 424B5 (1), 8-A12B (1), CERT (1), S-3ASR (1)

  • Latest filingsAnnual report (10-K) Feb 10, 2026
    Quarterly report (10-Q) Aug 4, 2026
    Proxy statement (DEF 14A) Apr 16, 2026
    Latest 8-K (8-K) Aug 4, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareUPSTNasdaq Global Select Market

From the cover page of the 10-K filed Feb 10, 2026 (Section 12(b) of the Exchange Act).16

Risk factors and legal proceedings

The risks Upstart Holdings names in Item 1A of its 10-K filed Feb 10, 2026: 58 risks under these headings, as written.16

  • RISKS RELATED TO OUR BUSINESS AND INDUSTRY
  • Our business has been and will continue to be adversely affected by economic conditions and other factors that we cannot control.
  • If we are unable to maintain diverse and resilient loan funding to our marketplace from institutional investors or successfully manage risks associated with committed capital and other co-investment arrangements, our growth prospects, business, financial condition and results of operations could be adversely affected.
  • Our loan funding and financing arrangements with lending partners, institutional investors, securitization programs, and warehouse credit and risk retention financing facilities expose us to certain risks, and if we fail to successfully manage such risks, our supply of capital may decrease or we may be required to seek more costly or less efficient capital for our marketplace.
  • If we are unable to continue to improve our AI models or if our AI models are ineffective, including by failing to accurately or timely reflect changes in economic conditions on borrowers’ credit risk, our growth prospects, business, financial condition and results of operations would be adversely affected.
  • If we are unable to manage the risks associated with the Upstart Macro Index (UMI), our credibility, reputation, business, financial condition and results of operations could be adversely affected.
  • If we are unable to approve a significant number of borrowers for loans through our marketplace, our growth prospects, business, financial condition and results of operations would be adversely affected.
  • A limited number of lending partners account for a significant portion of loan originations and revenue on our marketplace, and our business depends on our ability to retain existing lending partners and attract new ones.
  • We have incurred net losses in the past, and we may not be able to sustain or achieve profitability in the future.
  • If we are unable to manage risks associated with the loans on our balance sheet, our business, financial condition and results of operations may be adversely affected.
  • Our quarterly results may fluctuate significantly, which could adversely affect our business and the trading price of our common stock.
  • Our reputation and brand are important to our success, and failure to maintain, protect and promote our brand may harm our business.
The other 47 risks
  • If we are unable to manage the risks related to our loan servicing and collections obligations, our business, financial condition and results of operations could be adversely affected.
  • A significant portion of our business has historically depended on a single loan product, and shifts in product demand or mix could adversely affect our business.
  • We are continuing to introduce and develop new loan products and service offerings, and if these products are not successful or we are unable to manage the related risks, our growth prospects, business, financial condition and results of operations could be adversely affected.
  • If we do not compete effectively in our target markets, our business, results of operations and financial condition could be harmed.
  • If we are unable to manage the risks associated with fraudulent activity, our brand and reputation, business, financial condition and results of operations could be adversely affected.
  • We depend on our key personnel and other highly skilled personnel, and if we fail to attract, retain and motivate our personnel, our business, financial condition and results of operations could be adversely affected.
  • Borrowers may prepay a loan at any time without penalty, which could reduce our servicing fees and deter our lending partners and institutional investors from investing in loans facilitated through our lending marketplace.
  • The long-term impact of operating with a Digital First workforce on our business, financial condition and results of operations is uncertain.
  • Unfavorable outcomes in legal proceedings may harm our business and results of operations.
  • We may pursue acquisitions or investments in other businesses or technologies, which could disrupt our business and may not achieve anticipated benefits.
  • Our financial reporting relies on significant estimates, judgments, key operating metrics and effective internal controls, and inaccuracies or control failures could adversely affect our business.
  • We maintain cash deposits in excess of federally insured limits, and adverse developments affecting financial institutions could adversely affect our liquidity and financial performance.
  • RISKS RELATED TO OUR INTELLECTUAL PROPERTY AND PLATFORM DEVELOPMENT
  • Security breaches, improper access to our or borrowers’ data, or other security incidents may harm our reputation, adversely affect our results of operations and expose us to liability.
  • Any significant disruption of, or failure in, our technology systems, including our AI lending platform, could adversely affect our business, financial condition and results of operations.
  • Our platform and internal systems rely on software that is highly technical, and if our software contains undetected errors, our business could be adversely affected.
  • It may be difficult and costly to protect our intellectual property rights, and we may not be able to ensure their protection.
  • Some aspects of our business processes include open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business.
  • The use of generative or agentic AI technologies by our employees or contractors could expose us to unexpected liability.
  • RISKS RELATED TO OUR DEPENDENCE ON THIRD PARTIES
  • Our proprietary AI models rely in part on the use of loan applicant and borrower data and other third-party data, and if we lose the ability to use such data, or if such data contain inaccuracies, our business could be adversely affected.
  • We rely on strategic relationships with loan aggregators to attract applicants to our marketplace, and if we cannot maintain effective relationships with loan aggregators or successfully replace their services, our business could be adversely affected.
  • We rely on third-party vendors, and if such vendors do not perform adequately or terminate their relationships with us, or if regulatory scrutiny of vendor relationships increases, our business could be adversely affected.
  • We are subject to counterparty risk with respect to the capped call transactions.
  • RISKS RELATED TO REGULATION AND LITIGATION
  • Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and other adverse consequences.
  • We have been in the past and may in the future be subject to federal and state regulatory inquiries, investigations or enforcement actions, which could adversely affect our business.
  • The CFPB and other consumer protection regulators have broad authority over our business, and increased supervision or enforcement could adversely affect our business.
  • If loans originated by our lending partners were found to violate state law, loans facilitated through our marketplace may be unenforceable or otherwise impaired, we or our lending partners, institutional investors or warehouse lenders may face fines and penalties, and our commercial relationships may suffer, each of which would adversely affect our business and results of operations.
  • The collection, use, storage, sharing and other processing of personal information subjects us to privacy and data protection laws and regulations, and failures to comply could adversely affect our business.
  • If we are deemed to be an investment company, investment adviser or broker-dealer, or if our securities-related activities fail to comply with applicable laws, our business could be materially adversely affected.
  • Anti-money laundering, sanctions and anti-corruption laws could adversely affect our business.
  • RISKS RELATED TO INDEBTEDNESS
  • We rely on borrowings under our warehouse credit facilities and risk retention financing facilities to fund certain aspects of our operations, and any inability to meet our obligations as they come due or to comply with various covenants or representations contained in our warehouse credit facilities could harm our business.
  • Corporate and asset-backed debt ratings could adversely affect our ability to support loan funding for our marketplace at attractive rates, which could negatively affect our results of operations, financial condition and liquidity.
  • We may need to raise additional funds in the future, including through equity, equity-linked, or debt financings, to support business growth, and those funds may not be available on acceptable terms, or at all.
  • Provisions in the Indentures governing the Notes may deter or prevent a business combination that may be favorable to you.
  • RISKS RELATED TO TAXES
  • Our ability to use our deferred tax assets to offset future taxable income may be subject to certain limitations, which may have a material impact on our result of operations.
  • Changes in tax laws could have a material adverse effect on our business, financial condition and results of operations.
  • Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, gross receipts, value added or similar taxes and may successfully impose additional obligations on us, and any such assessments or obligations could adversely affect our business, financial condition and results of operations.
  • RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
  • The trading price of our common stock may be volatile, and you could lose all or part of your investment.
  • We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term shareholder value. Share repurchases could also affect the trading price of our stock, increase volatility of our stock and diminish our cash reserves.
  • The capped call transactions entered into in connection with the issuance of certain of the Notes may affect the market price of our common stock.
  • Certain insiders have significant voting power, which could limit your ability to influence the outcome of key transactions, including a change of control.
  • The large number of shares of our capital stock eligible or registered for public sale could depress the market price of our common stock.
  • You may be diluted by the future issuance of additional common stock in connection with our equity incentive plans, acquisitions or otherwise.
  • Transactions relating to the Notes may dilute the ownership interest of stockholders, or may otherwise depress the price of our common stock.
  • Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the market price of our common stock.
  • Our amended and restated bylaws designate a state or federal court located within the State of Delaware (or any federal district court for Securities Act claims) as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.
  • Our common stock market price and trading volume could decline if equity or industry analysts do not publish research or publish inaccurate or unfavorable research about our business.
  • We do not intend to pay dividends for the foreseeable future.

Legal proceedings

For a description of our material pending legal proceedings, please see “Note 11. Commitments and Contingencies” in Part II, Item 8 of this Annual Report on Form 10-K and “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K incorporated herein by reference.

The opening of Item 3, Legal Proceedings.16

Sources

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