Net Income (Loss) Per Share Attributable to Upstart Holdings, Inc. Common Stockholders

12 Months Ended

Dec. 31, 2022

Net Income (Loss) Per Share Attributable to Upstart Holdings, Inc. Common Stockholders

Basic net income (loss) attributable to Upstart Holdings, Inc. common stockholders per common share is based on the weighted-average common shares outstanding during the relevant year. Diluted net income (loss) attributable to Upstart Holdings, Inc. common stockholders per share is based on the weighted-average common shares outstanding during the relevant year adjusted for the dilutive effect of share-based awards and convertible debt. Basic and diluted net income (loss) attributable to Upstart Holdings, Inc. common stockholders per share are computed independently for each period presented, which involves the use of different weighted-average share count figures relating to quarterly and year-to-date periods. As a result, and after factoring the effect of rounding to the nearest cent per share, the sum of each fiscal quarter-to-date basic and diluted net income (loss) attributable to Upstart Holdings, Inc. common stockholders per share may not equal year-to-date basic and diluted net income (loss) attributable to Upstart Holdings, Inc. common stockholders per share.

For years in which the Company reports net losses, basic and diluted net loss per share are the same because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.


	Year Ended December 31,
		2020		2021		2022
Numerator:
Net income (loss) attributable to Upstart Holdings, Inc. common stockholders		$	5,983	$	135,443	$	(108,665)
Less: noncumulative dividends to preferred stockholders		(5,983)		—		—

Net income (loss) attributable to common stockholders, basic and diluted		—		135,443		(108,665)



Denominator:
Weighted-average common shares outstanding used to calculate net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic		17,513,670		78,106,359		82,771,268
Weighted-average effect of dilutive securities		—		16,666,282		—
Weighted-average common shares outstanding used to calculate net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted		17,513,670		94,772,641		82,771,268

Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, basic		$	—	$	1.73	$	(1.31)
Net income (loss) per share attributable to Upstart Holdings, Inc. common stockholders, diluted		$	—	$	1.43	$	(1.31)

The following securities were excluded from the computation of diluted net income (loss) attributable to Upstart Holdings, Inc. common stockholders per share for the years presented, due to their anti-dilutive effect. These amounts represent the number of instruments outstanding at the end of each respective year:


	Year Ended December 31,
		2020	2021	2022

Options to purchase common stock		19,600,223	461,157	12,547,010
Unvested RSUs		—	506,302	6,046,796
Unvested PRSUs		—	—	687,500
Purchase rights committed under the ESPP		—	—	101,397

Convertible debt		75,000	2,318,078	2,318,078

Total		19,675,223	3,285,537	21,700,781