Upstart Holdings Inc

To the stockholders and the Board of Directors of Upstart Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Upstart Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 13, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Loans and Beneficial Interests and Unobservable Inputs Therein

– Loans at Fair Value – See Notes 1 and 5

– Beneficial Interests at Fair Value – See Notes 1, 4 and 5

Critical Audit Matter Description

The Company has elected the fair value option for loans and beneficial interests, which are valued using unobservable inputs significant to the fair value measurement. The Company estimates the fair value of loans and beneficial interests using a discounted cash flow model based on the present value of estimated future cash flows.

The fair value methodology for loans considers historical defaults, losses and recoveries to project future losses and net cash flows on loans that are discounted using an estimate of market rates of return. Primary inputs that require significant judgment include discount rates and credit risk rates. These inputs are based on historical performance of loans facilitated through the Company’s platform, management’s consideration of market participant requirements and use of observable market data for notes payable related to valuation of loans held in the consolidated securitization.

Primary inputs related to the beneficial interests that require significant judgment include discount rates and credit risk rate spreads. Credit risk rate spreads are the measurement of estimated credit performance of underlying loan portfolios as of the reporting date against set expectations. The discount rate is the market rates of return that reflect the risk premium related to the cash flows, and reflect the Company’s best estimates of the assumptions a market participant would use to determine fair value of its beneficial interests.

Given the significant judgments made by management in selecting the unobservable inputs used in estimating fair value of the loans and beneficial interests, performing audit procedures to evaluate the reasonableness of management’s judgments related to the selection of the discount rates, and credit risk rates for loans and discount rates and credit risk rate spreads for beneficial interests required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the unobservable inputs used by management to estimate the fair value of the loans and beneficial interests included the following, among others:

•We tested the effectiveness of management’s internal controls relating to estimation of the fair value of the loans and beneficial interests, including controls related to management’s selection of the discount rates and credit risk rates for loans and discount rates and credit risk rate spreads for beneficial interests.

•We evaluated the accuracy and completeness of the data used in estimation of the fair value of the loans and beneficial interests.

•With the assistance of our fair value specialists, we developed independent estimates of the fair value of the loans and beneficial interests, and compared our estimates to the Company’s estimates.

/s/Deloitte & Touche LLP

San Francisco, California

February 13, 2025

We have served as the Company’s auditor since 2015.