Upstart Holdings Inc
For the period ended Dec 31, 2023. Filed Feb 15, 2024.
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FY2023 · Filed Feb 15, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
We have filed the following documents as part of this Annual Report on Form 10-K:
Consolidated Financial Statements
Financial Statement Schedules
Financial statement schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is shown in the Consolidated Financial Statements or Notes thereto.
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 34) | 113 |
| Financial Statements: | |
| Consolidated Balance Sheets | 115 |
| Consolidated Statements of Operations and Comprehensive Income (Loss) | 117 |
| Consolidated Statements of Stockholders’ Equity | 118 |
| Consolidated Statements of Cash Flows | 119 |
| Notes to Consolidated Financial Statements | 121 |
- Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below.
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date |
| 3.1 | Amended and Restated Certificate of Incorporation. | 10-K | 001-39797 | 3.1 | February 18, 2022 |
| 3.2 | Amended and Restated Bylaws. | 8-K | 001-39797 | 3.2 | November 18, 2022 |
| 4.1 | Form of Common Stock Certificate. | S-1/A | 333-249860 | 4.1 | December 4, 2020 |
| 4.2 | Amended and Restated Investors’ Rights Agreement among the registrant and certain holders of its capital stock, amended as of December 31, 2018. | S-1 | 333-249860 | 4.2 | November 6, 2020 |
| 4.3 | Description of Capital Stock. | 10-K | 001-39797 | 4.3 | February 16, 2023 |
| 4.4 | Indenture, dated August 20, 2021, between the registrant and U.S. Bank National Association. | 8-K | 001-39797 | 4.1 | August 20, 2021 |
| 4.5 | Form of 0.25% Convertible Senior Note due 2026 (included in the indenture filed as Exhibit 4.4). | 8-K | 001-39797 | 4.2 | August 20, 2021 |
| 10.1+ | Form of Indemnification Agreement between the registrant and each of its directors and executive officers. | S-1/A | 333-249860 | 10.1 | December 4, 2020 |
| 10.2+ | 2020 Equity Incentive Plan and related form agreements. | 10-Q | 001-39797 | 10.1 | November 12, 2021 |
| 10.3+ | 2012 Stock Plan and related form agreements. | S-1/A | 333-249860 | 10.3 | November 6, 2020 |
| 10.4+ | Employee Incentive Compensation Plan. | S-1/A | 333-249860 | 10.4 | December 4, 2020 |
| 10.5+ | 2020 Employee Stock Purchase Plan. | S-1/A | 333-249860 | 10.5 | December 4, 2020 |
| 10.6+ | Prodigy Software, Inc. 2015 Stock Incentive Plan and related form agreements. | S-8 | 333-255270 | 4.4 | April 16, 2021 |
| 10.7+ | Amended and Restated Executive Change in Control and Severance Policy and related participation. | 8-K | 001-39797 | 10.1 | November 18, 2022 |
| 10.8+ | Outside Director Compensation Policy. | 10-K | 001-39797 | 10.7 | February 18, 2022 |
| 10.9+ | Employment Offer Letter, dated October 6, 2022, between Upstart Network, Inc. and Scott Darling. | 10-K | 001-39797 | 10.10 | February 16, 2023 |
| 10.10 | Sub-Sublease Agreement, dated April 1, 2019, between the registrant and Snowflake, Inc. | S-1 | 333-249860 | 10.8 | November 5, 2020 |
| 10.11 | Sublease, dated September 13, 2021, between Upstart Network, Inc. and Open Text, Inc. | 10-Q | 001-39797 | 10.3 | November 12, 2021 |
| 10.12^ | Amended and Restated TransUnion Master Agreement for Consumer Reporting and Ancillary Services, dated November 25, 2020, between Upstart Network, Inc. and TransUnion LLC. | S-1/A | 333-249860 | 10.16 | December 7, 2020 |
| 10.13^ | Amended and Restated Billing Agent Agreement, dated November 25, 2020, between Upstart Network, Inc. and Trans Union LLC. | S-1/A | 333-249860 | 10.17 | December 7, 2020 |
| 10.14 | Form of Capped Call Confirmation. | 8-K | 001-39797 | 10.1 | August 20, 2021 |
| 21.1* | List of subsidiaries of the registrant. | ||||
| Incorporated by Reference | |||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date |
| 23* | Consent of Independent Registered Public Accounting Firm. | ||||
| 24.1 | Power of Attorney (included in the signature page hereto). | ||||
| 31.1* | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1* | Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97.1* | Compensation Recovery Policy. | ||||
| 101.INS* | Inline XBRL Instance Document | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
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- Filed herewith.
- Indicates management contract or compensatory plan.
^Portions of this exhibit (indicated by asterisk) have been excluded because such information is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
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