Upstart has retired 9,076,470 of its own shares since its board authorised a $400.0 million repurchase programme in February 2022, paying $277.9 million for them: $277.9M ÷ 9,076,470 = $30.62 a share. Over the same stretch the count went the other way, from 83,659,665 shares outstanding at the end of 2021 to 97,306,813 on 30 June 2026, 13,647,148 more. Both numbers are real, and the second one is bigger.
February's 3,193,294 shares were back on the register within two quarters
Upstart bought $100 million of stock over four trading days between 12 and 18 February 2026 — 3,193,294 shares at an average of $31.31 — and announced it in an 8-K the following morning. The share count each quarter end since:
- 31 December 2025: 98,033,361 shares outstanding.
- Less the 3,193,294 retired in February.
- 31 March 2026: 95,708,872. The count fell by 2,324,489, so 868,805 shares were issued during the quarter.
- 30 June 2026: 97,306,813, up another 1,597,941. No shares were repurchased in that quarter.
Upstart ended June with 726,548 fewer shares than it began the year with, 22.8% of what the buyback retired. The June-quarter equity statement names the other side of it: 942,851 shares on option exercises, 1,346,546 on restricted stock units vesting and 177,378 through the employee stock purchase plan, 2,466,746 across the two quarters against 3,193,294 retired.
The 2022 round retired 5,883,176 shares and the count fell by 3,417,070
The first round was bigger and slower. Upstart retired 5,883,176 shares across 2022 for $177.9 million, an average of $30.24, and outstanding shares went from 84,676,746 on 31 March 2022 to 81,259,676 at the year end. That fall of 3,417,070 is 58% of what was retired, and by 30 September 2023 the count stood at 85,024,889, above where it was when the buying began. No shares were repurchased in 2023, 2024 or 2025, and the $222.1 million still authorised sat untouched for three years.
Set the two rounds against the period they span. Upstart retired 9,076,470 shares between February 2022 and June 2026 while the count rose 13,647,148, putting gross issuance at 22,723,618 shares: 9,076,470 ÷ 22,723,618 = 39.9% cancelled.
At $24.77 the two rounds together are $53.1 million under cost
9,076,470 × $24.77 = $224.8 million, against the $277.9 million Upstart paid: 19.1% below cost, with the 2022 round 18.1% down and February's 20.9% down.
A retired share is not a position, and that gap is not a loss Upstart will ever book: the cash left and the shares stopped existing. The mark answers a narrower question, which is what the same money buys now. $277.9M ÷ $24.77 = 11,220,832 shares, 2,144,362 more than it bought.
Upstart has sold stock twice, at $20.00 and at $120.00
Both sales came before any of the buying. The December 2020 IPO placed 9,000,000 shares at $20.00 and raised $167.4 million net of underwriting discounts; the April 2021 follow-on placed 2,300,000 more at $120.00 for $263.9 million net.
There is a third way to sell that Upstart has not used. On 14 February 2025 it signed a sales agreement with BTIG for up to $500.0 million of common stock fed into the market at prevailing prices, and through 30 June 2026 no shares had been issued under it. The prospectus sized the programme off that week's $84.16 close at 5,941,064 shares; at $24.77 the same $500 million would take 20,185,709. Whether the unused facility matters turns on the balance sheet the June quarter left behind: cash and equivalents of $456.0 million against $1,687.8 million of convertible notes maturing between 2026 and 2032, $66.5 million of which came due last month.
$122.1 million of the 2022 authorisation is still available, 4,929,350 shares at $24.77 and 5.1% of the company. The September-quarter filing settles which way the count is running: below 97,306,813 and February's retirement has finally held, above it and issuance has outrun the buyback again. UPST back over $30.62 puts the whole programme into profit, and takes the $53.1 million with it. Neither touches the quarter itself, a return to GAAP profit on $139 million of cash burn by our free-cash-flow definition.
We ran the same calculation on GitLab on 31 August, when it came out the other way: shares bought at $21.04 against a $46.54 close.
Upstart's Form 8-K of 19 February 2026 and its Exhibit 99.1 are the source for February's share count, average price, trade dates and the amount then remaining. The Form 10-K for 2022 supplies that year's repurchases and the February 2022 authorisation. The Form 10-Q for the quarter ended 30 June 2026 supplies the share counts, the issuance lines behind them, the remaining authorisation, the unused sales agreement, cash and the notes; quarter-end counts in the chart are the balance-sheet figure in each period's own filing. The 2020 Form 10-K and the Form 10-Q for the quarter ended 30 June 2021 carry the IPO and follow-on terms. The $500.0 million sales agreement, the $84.16 close of 13 February 2025 and the 5,941,064-share sizing come from the prospectus supplement of 14 February 2025 under registration 333-284933, and that sizing is Upstart's arithmetic rather than ours. $24.77 is the Nasdaq close of 17 September 2026, and every figure marked against it moves with it. Every sum, division and percentage here is ours.
