Upstart Holdings Inc
For the period ended May 23, 2025. Filed Apr 4, 2025.
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May 23, 2025 · Filed Apr 4, 2025
Contents
APPENDIX
The following table provides a reconciliation of the non-GAAP measure H2’24 Adjusted EBITDA before bonus to its nearest GAAP equivalent:
| Reconciliation | Six Months EndedDecember 31, 2024($ in thousands) | |
|---|---|---|
| Net loss | ($ | 9,513) |
| Adjusted to exclude the following: | ||
| Stock-based compensation and certain payroll tax expenses(1) | 66,883 | |
| Depreciation and amortization | 10,089 | |
| Reorganization expenses | 604 | |
| Expense on convertible notes | 5,331 | |
| Gain on debt extinguishment | (33,361) | |
| Provision for income taxes | 156 | |
| Adjusted EBITDA | 40,189 | |
| Plus H2’24 Bonus(2) | 43,789 | |
| Finalized Adjusted EBITDA before bonus | 83,978 | |
| Plus Adjustments(3) | 785 | |
| Preliminary Adjusted EBITDA before bonus | 84,763 | |
| (1) | Payroll tax expenses include the employer payroll tax-related expense on employee stock transactions, as the amount is dependent on our stock price and other factors that are beyond our control and do not correlate to the operation of our business. |
| (2) | The difference between the H2’24 bonus of $43.8 million and the total company-wide bonus pool of $56.3 million in the 2024 Corporate Performance Results section reflects the impact of H1’24 bonus expense. |
| (3) | Preliminary H2’24 Adjusted EBITDA before bonus was an estimate the compensation committee used to determine achievement and to set the aggregate company-wide bonus pool under the 2024 Executive Bonus Plan and was subject to adjustment in the ongoing review and audit procedures by the Company’s external auditors. Upon finalizing the company’s financial results, a decision was made not to change the aggregate bonus pool funding that had been established and accrued in our financial statements because the difference between preliminary and final H2’24 Adjusted EBITDA before bonus was immaterial. |
UPSTART HOLDINGS, INC. ATTN: INVESTOR RELATIONS 2950 S. DELAWARE STREET, SUITE 410 SAN MATEO, CALIFORNIA 94403 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 8:59 p.m. Pacific Time on May 22, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/UPST2025 You may attend the Annual Meeting of Stockholders via the Internet and vote during the meeting. Have the information that is printed in the box by the arrow available and follow the instructions. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 8:59 p.m. Pacific Time on May 22, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V67234-P26579 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. UPSTART HOLDINGS, INC. For All Withhold All For All Except The Board of Directors recommends you vote FOR each of the following Class II nominees: 1. Election of Directors Nominees: 01) Peter Bernard 02) Paul Gu To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR the following proposal: 2. Ratification of the appointment of Deloitte & Touche LLP as Upstart’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The Board of Directors recommends you vote, on an advisory basis, FOR the following proposal: 3. The approval, on an advisory basis, of the compensation of our named executive officers. NOTE: In their discretion, the proxy holders will vote on such other business as may properly come before the meeting or any adjournments or postponements thereof. For Against Abstain For Against Abstain This section must be completed for your vote to be counted – Date and Sign Below Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. V67235-P26579 UPSTART HOLDINGS, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS MAY 23, 2025, 9:00 AM Pacific Time The stockholder(s) hereby appoint(s) Dave Girouard, Sanjay Datta and Scott Darling, or any of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Upstart Holdings, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held virtually on Friday, May 23, 2025, at 9:00 a.m. Pacific Time or at any postponements or adjournments thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS. In their discretion, Dave Girouard, Sanjay Datta and Scott Darling, or any of them, as proxies, are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any postponements or adjournments thereof. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE OR VOTE BY TELEPHONE OR THE INTERNET. CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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