Upstart (NASDAQ: UPST) to seek national bank charter and Fed holding status
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Upstart Holdings, Inc. announced plans to apply for a national bank charter, seeking approval from the OCC and FDIC to establish an insured national bank, Upstart Bank, N.A., and from the Federal Reserve to become a bank holding company. Subject to regulatory approval, the charter is intended to reduce operational, regulatory, and financial complexity and costs for Upstart and its third-party capital providers, which the company believes could allow it to offer better rates to borrowers. Upstart Bank, N.A. would be able to access deposit funding and lend directly to consumers under a single, consistent rate and fee structure, while banks, credit unions, and institutional funds are expected to remain the primary capital sources for most loans on the Upstart platform. The company named Chief Risk Officer Annie Delgado as the proposed CEO of Upstart Bank, N.A., underscoring its focus on AI-driven lending within a federal prudential framework.
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Insights
Upstart is pursuing a bank charter to bring its AI lending directly under federal banking oversight.
Upstart plans to apply for an insured national bank charter for Upstart Bank, N.A. and Federal Reserve approval as a bank holding company. This would move its AI-driven lending into a federal prudential framework rather than operating solely through partner institutions.
The company highlights potential reductions in operational, regulatory, and financial complexity and costs for itself and its third-party capital sources. It also indicates that partner banks, credit unions, and institutional funds are expected to remain the capital source for most loans originated on its platform.
If approvals are granted, Upstart Bank, N.A. could access deposit funding and lend directly to consumers using a single, consistent rate and fee structure, which the company suggests could translate into lower borrower costs and broader lending opportunities in some jurisdictions. Actual outcomes will depend on regulatory decisions and execution within the new structure.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
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(833 ) 212-2461
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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Item 8.01 Other Events.
On March 10, 2026, Upstart Holdings, Inc. ("Upstart"), issued a press release announcing its plan to submit an application to the Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC) to establish an insured national bank, Upstart Bank, N.A. Upstart will also apply to the Federal Reserve for approval to become a bank holding company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Cautionary Statements Regarding Forward Looking Statements
The information provided in this Form 8-K contains forward-looking statements, which involve a number of risks and uncertainties. Upstart cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information due to a number of factors, including those listed from time to time in reports that Upstart files with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | Press Release issued by Upstart Holdings, Inc. dated March 10, 2026 | |||||||
| 104 | Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Upstart Holdings, Inc. | ||||||||
| Dated: March 10, 2026 | By: | /s/ Scott Darling | ||||||
| Scott Darling | ||||||||
| Chief Legal Officer and Corporate Secretary | ||||||||
Exhibit 99.1
Upstart to Apply for National Bank Charter
Approval Would Allow Upstart to Offer Better Rates to Borrowers by Reducing Operational, Regulatory, and Financial Complexity
San Mateo, Calif., March 10, 2026 – Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced its plan to submit an application to the Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC) to establish an insured national bank, Upstart Bank, N.A. Upstart Holdings, Inc. will also apply to the Federal Reserve for approval to become a bank holding company.
Subject to regulatory approval, the charter will allow Upstart to reduce operational, regulatory, and financial costs and complexity for itself as well as for its third-party capital sources. Annie Delgado, Upstart’s Chief Risk Officer, is the proposed Chief Executive Officer of Upstart Bank, N.A.
“The time is right to launch the first bank built from the ground up on AI,” said Paul Gu, Upstart’s Chief Technology Officer and incoming CEO. “Applying for a bank charter is the natural evolution of our business as we’ve grown in size, scale, and product offerings. This will allow us to save borrowers even more time and money, and streamline our partnerships with banks, credit unions, and institutional credit funds.”
“AI-based lending is the future of credit,” said Annie Delgado. “As more and more lenders are looking to adopt AI tools for these critical functions, engagement with regulators is critical. If approved, we look forward to working directly with the OCC, FDIC and the Fed to set the standard for modern AI model deployment within the banking system.”
A national bank charter significantly reduces regulatory-driven operational complexity by placing Upstart’s lending activities under a federal prudential framework. Upstart Bank, N.A. will be able to access deposit funding and lend to consumers directly via a single, consistent rate and fee structure, which could translate to lower costs and greater lending opportunities in certain jurisdictions.
“Banks, credit unions, and institutional funds will continue to be the capital source for the vast majority of all loans originated on the Upstart platform,” said Sanjay Datta, President and Chief Capital Officer. “We are not seeking to compete with our depository partners for local customer deposits and checking accounts.”
Upstart worked closely with its advisors, Klaros Group, in preparing the application.
About Upstart
Upstart (NASDAQ: UPST) is the leading AI lending marketplace, connecting millions of consumers to more than 100 banks and credit unions that leverage Upstart’s AI models and cloud applications to deliver superior credit products. With Upstart AI, lenders can approve more borrowers at lower rates while delivering the exceptional digital-first experience customers demand. More than 90% of loans are fully automated, with no human intervention by Upstart. Founded in 2012, Upstart’s platform includes personal loans, automotive retail and refinance loans, home equity lines of credit, and Upstart’s upcoming Cash Line product, a revolving line of credit. Upstart is based in San Mateo, California.
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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements regarding Upstart Bank N.A.’s regulatory structure and approvals; operational and financial impacts; funding and capital structure; and borrower and partner benefits.
Risks that contribute to the uncertain nature of the forward-looking statements include, among others, the possibility that regulatory approvals are denied, delayed, conditioned, or limit anticipated benefits; changes in applicable laws or supervisory expectations; risks associated with operating a bank; the Company’s ability to realize anticipated efficiencies, cost reductions, or funding benefits; and the continued participation of funding partners on the platform; as well as other risks and uncertainties relating to the Company listed or described from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”), copies of which may be obtained by visiting our investor relations website or the SEC’s. All forward-looking statements are based on information and estimates available to the Company at the time of this press release. Except as required by law, the Company assumes no obligation to update any of the statements in this press release.
Investors
Chelsea Williams
ir@upstart.com
Press
Chantal Rapport
press@upstart.com
2
FAQ
What did Upstart Holdings (UPST) announce in this 8-K filing?
Upstart announced plans to apply for a national bank charter and Federal Reserve approval to become a bank holding company. The move would create Upstart Bank, N.A., bringing its AI-driven lending directly under a federal prudential framework, subject to regulatory approval.
Which regulators will review Upstart Holdings’ proposed Upstart Bank, N.A.?
Upstart plans to submit applications to the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation to establish Upstart Bank, N.A. It will also apply to the Federal Reserve for approval to become a bank holding company overseeing the new national bank.
How could a national bank charter affect Upstart Holdings’ borrowing rates and costs?
Upstart states that, subject to approval, a national bank charter should reduce operational, regulatory, and financial costs and complexity. By accessing deposit funding and lending directly with a single rate and fee structure, Upstart believes it could offer lower costs and better rates to some borrowers.
Will Upstart Bank, N.A. replace Upstart’s existing bank and credit union partners?
Upstart indicates that banks, credit unions, and institutional funds will continue providing the vast majority of capital for loans on its platform. The company notes it is not seeking to compete with depository partners for local customer deposits and checking accounts despite forming Upstart Bank, N.A.
Who is expected to lead Upstart Bank, N.A. if the charter is approved?
Upstart identifies its Chief Risk Officer, Annie Delgado, as the proposed Chief Executive Officer of Upstart Bank, N.A. Her appointment would align leadership of the new bank with the company’s emphasis on AI-based lending, regulatory engagement, and risk management within a national bank structure.
How does Upstart describe its current AI lending marketplace business?
Upstart describes itself as a leading AI lending marketplace connecting millions of consumers to more than 100 banks and credit unions. It notes that over 90% of loans on its platform are fully automated, and its products span personal loans, auto loans, home equity lines, and an upcoming Cash Line product.
Filing Exhibits & Attachments
4 documents
Upstart Holdings, Inc.