Fair Value Measurement | Fair Value Measurement The following table presents assets and liabilities measured at fair value and categorized in accordance with the fair value hierarchy: December 31, June 30, Level 2023 2024 Assets Loans 3 $ 1,156,413 $ 820,628 Beneficial interest assets 3 41,012 97,804 Loan servicing assets 3 28,092 25,790 Notes receivable and residual certificates 3 14,847 11,642 Line of credit receivable 3 — 8,305 Interest rate caps (1) 2 5,958 5,123 Total assets $ 1,246,322 $ 969,292 Liabilities Payable to securitization note holders 3 $ 141,416 $ 113,652 Beneficial interest liabilities 3 4,221 11,198 Trailing fee liabilities 3 4,251 4,242 Loan servicing liabilities 3 2,038 1,223 Total liabilities $ 151,926 $ 130,315 __________ (1) The fair value of interest rate caps is determined based on the present value of the estimated future cash flows over the contract term using observable market-based inputs as of the valuation date, including implied interest rates. Financial instruments are categorized in the fair value hierarchy based on the significance of unobservable inputs and assumptions in the overall fair value measurement. Financial instruments classified as Level 3 within the fair value hierarchy do not trade in an active market with readily observable prices. The Company uses significant unobservable inputs to measure the fair value of these assets and liabilities. There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy during the periods presented. Loans Loans included in the Company’s condensed consolidated balance sheets are classified as either held-for-sale or held-for-investment based on the Company’s intent and ability to sell the loans prior to maturity. From time to time, the Company transfers loans between the classification categories based on changes in the Company’s intent and ability. Loans held in the consolidated securitization include loans contributed as collateral to and held in the consolidated securitization (UPST 2023-2) and are classified as held-for-sale. The following table presents the fair value of classes of loans included in the Company’s condensed consolidated balance sheets as of December 31, 2023 and June 30, 2024: December 31, June 30, 2023 2024 Loans held-for-sale $ 830,574 $ 497,922 Loans held-for-investment 146,768 187,586 Loans held in consolidated securitization 179,071 135,120 Total $ 1,156,413 $ 820,628 Valuation Methodology Loans held-for-sale and held-for-investment are measured at estimated fair value using a discounted cash flow model. The fair valuation methodology considers projected prepayments and historical defaults, losses and recoveries to project future losses and net cash flows on loans. Net cash flows are discounted using an estimate of market rates of return. The fair value of these loans also includes accrued interest. The Company elected the measurement alternative under Topic 810, Consolidation , and maximizes the use of observable inputs to estimate the fair value of the financial assets and liabilities of UPST 2023-2. Under the measurement alternative, the Company determined that inputs used to determine the value of UPST 2023-2 liabilities, which consist of securitization notes and residual certificates issued as part of this securitization, are more observable than those used to measure fair value of UPST 2023-2 financial assets, which consist of held-for-sale loans contributed as collateral. Thus, the loans are measured based on the sum of the fair value of the UPST 2023-2 securitization notes and residual certificates, with changes in fair value included in the condensed consolidated statements of operations and comprehensive loss. Significant Inputs and Assumptions The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for loans held-for-investment and held-for-sale: December 31, 2023 June 30, 2024 Minimum Maximum Weighted-Average (1) Minimum Maximum Weighted-Average (1) Discount rate 9.63 % 23.22 % 12.06 % 10.20 % 23.22 % 12.44 % Credit risk rate 0.01 % 93.10 % 17.66 % 0.01 % 93.11 % 17.54 % Prepayment rate 0.13 % 95.80 % 36.52 % 0.31 % 93.79 % 34.74 % _________ (1) Unobservable inputs were weighted by relative fair value. The following table presents quantitative information about the significant unobservable inputs implied for the Company’s Level 3 fair value measurements for loans held in consolidated securitization, which is determined by the sum of the fair value of the related securitization notes and residual certificates: December 31, 2023 June 30, 2024 Minimum Maximum Weighted-Average (1) Minimum Maximum Weighted-Average (1) Discount rate 6.85% 16.00% 9.99% 6.84 % 15.25 % 9.72 % Credit risk rate 0.61% 37.70% 15.51% 0.66 % 37.70 % 15.54 % Prepayment rate 6.66% 89.84% 42.73% 6.73 % 89.84 % 42.16 % _________ (1) Unobservable inputs were weighted by relative fair value. Discount rates –The discount rates are rates of return used to discount future expected cash flows to arrive at a present value, which represents the fair value. The discount rates used for the projected net cash flows are the Company’s estimates of the rates of return that market participants would require when investing in these financial instruments with cash flows dependent on credit quality of the related loan. A risk premium component is implicitly included in the discount rates to reflect the amount of compensation market participants require due to the uncertainty inherent in the instruments’ cash flows resulting from risks such as credit and liquidity. Credit risk rates –The credit risk rates are an estimate of the net cumulative principal payments that will not be repaid over the entire life of a financial instrument. The credit risk rates are expressed as a percentage of the original principal amount of the instrument. The estimated net cumulative loss represents the sum of the net losses estimated to occur each month of the life of the instrument, net of the average recovery expected to be received. Prepayment rates –Prepayment rates are an estimate of the cumulative principal prepayments that will occur over the entire life of a loan as a percentage of the original principal amount of the loan. The assumption regarding cumulative prepayments impacts the projected balances and expected terms of the loans. Significant Recurring Level 3 Fair Value Input Sensitivity The following table presents the sensitivity of the fair value of loans held-for-sale and held-for-investment to adverse changes in key assumptions used in the valuation model as of December 31, 2023 and June 30, 2024: December 31, June 30, 2023 2024 Fair value of loans held-for-sale and held-for-investment $ 977,342 $ 685,508 Discount rates 100 basis point increase (11,680) (8,743) 200 basis point increase (23,127) (17,290) Expected credit loss rates on underlying loans 10% adverse change (12,453) (8,423) 20% adverse change (24,979) (16,781) Expected prepayment rates 10% adverse change (1,884) (1,282) 20% adverse change (3,756) (2,555) The following table presents the sensitivity of the fair value of loans in consolidated securitization to adverse changes in key assumptions used in the valuation model as of December 31, 2023 and June 30, 2024: December 31, June 30, 2023 2024 Fair value of loans held in consolidated securitization $ 179,071 $ 135,120 Discount rates 100 basis point increase (2,413) (1,682) 200 basis point increase (4,785) (3,332) Expected credit loss rates on underlying loans 10% adverse change (2,669) (2,192) 20% adverse change (5,227) (4,305) Expected prepayment rates 10% adverse change (1,625) (557) 20% adverse change (3,234) (1,140) Rollforward of Level 3 Fair Values The following tables include a rollforward of the loans classified within Level 3 of the fair value hierarchy: Loans Held-for- Loans Held-for-Investment Loans Held in Consolidated Securitization Total Fair value at March 31, 2023 $ 839,482 $ 142,747 $ — $ 982,229 Purchases of loans (1) 448,773 41,378 — 490,151 Sale of loans (1) (550,860) — — (550,860) Purchase of loans for immediate resale (1) 291,570 — — 291,570 Immediate resale of loans (1) (291,570) — — (291,570) Repayments received (1) (47,302) (22,583) — (69,885) Charge-offs and changes in fair value recorded in earnings 866 (15,011) — (14,145) Other changes (1,108) 1,183 — 75 Fair value at June 30, 2023 $ 689,851 $ 147,714 $ — $ 837,565 _________ (1) Represents the principal balance. Loans Held-for- Loans Held-for-Investment Loans Held in Consolidated Securitization Total Fair value at December 31, 2022 $ 882,810 $ 127,611 $ — $ 1,010,421 Purchases of loans (1) 569,388 88,579 — 657,967 Sale of loans (1) (618,392) — — (618,392) Purchase of loans for immediate resale (1) 680,959 — — 680,959 Immediate resale of loans (1) (680,959) — — (680,959) Repayments received (1) (108,803) (43,455) — (152,258) Charge-offs and changes in fair value recorded in earnings (34,564) (27,742) — (62,306) Other changes (588) 2,721 — 2,133 Fair value at June 30, 2023 $ 689,851 $ 147,714 $ — $ 837,565 _________ (1) Represents the principal balance. Loans Held-for- Loans Held-for-Investment Loans Held in Consolidated Securitization Total Fair value at March 31, 2024 $ 763,314 $ 160,229 $ 157,322 $ 1,080,865 Reclassification of loans (1) (3,189) 3,189 — — Purchases and originations of loans (1) 504,582 64,789 — 569,371 Sale of loans (1) (672,325) — — (672,325) Purchase of loans for immediate resale (1) 268,888 — — 268,888 Immediate resale of loans (1) (268,888) — — (268,888) Repayments received (1) (64,665) (30,794) (12,376) (107,835) Charge-offs and changes in fair value recorded in earnings (26,433) (13,342) (9,826) (49,601) Other changes (3,362) 3,515 — 153 Fair value at June 30, 2024 $ 497,922 $ 187,586 $ 135,120 $ 820,628 _________ (1) Represents the principal balance. Loans Held-for- Loans Held-for-Investment Loans Held in Consolidated Securitization Total Fair value at December 31, 2023 $ 830,574 $ 146,768 $ 179,071 $ 1,156,413 Reclassification of loans (2) (3,189) 3,189 — — Purchases and originations of loans (1)(2) 1,083,668 110,941 — 1,194,609 Sale of loans (2) (1,235,663) — — (1,235,663) Purchase of loans for immediate resale (2) 486,345 — — 486,345 Immediate resale of loans (2) (486,345) — — (486,345) Repayments received (2) (119,973) (55,569) (24,714) (200,256) Charge-offs and changes in fair value recorded in earnings (52,673) (23,603) (19,237) (95,513) Other changes (4,822) 5,860 — 1,038 Fair value at June 30, 2024 $ 497,922 $ 187,586 $ 135,120 $ 820,628 _________ (1) Purchase activity includes an immaterial unpaid principal balance related to securitization clean-up calls during the six months ended June 30, 2024. (2) Represents the principal balance. The following table presents the aggregate fair value and aggregate principal outstanding of all loans and loans that were 90 days or more past due included in the condensed consolidated balance sheets: Loans Loans > 90 Days Past Due December 31, June 30, December 31, June 30, 2023 2024 2023 2024 Outstanding principal balance $ 1,182,577 $ 866,555 $ 15,310 $ 12,183 Net fair value and accrued interest adjustments (26,164) (45,927) (12,260) (10,134) Fair value (1) $ 1,156,413 $ 820,628 $ 3,050 $ 2,049 _________ (1) Includes $343.1 million and $294.2 million of auto loans at fair value as of December 31, 2023 and June 30, 2024, respectively, of which $2.8 million and $1.8 million is 90 days or more past due as of December 31, 2023 and June 30, 2024, respectively. Also includes an immaterial amount of home equity lines of credit (“HELOCs”) at fair value as of December 31, 2023 and $15.3 million as of June 30, 2024, of which no loans are 90 days or more past due as of either period. The Company places loans on non-accrual status at 120 days past due. Any accrued interest recorded in relation to these loans is reversed in the respective period. The Company charges-off loans no later than 120 days past due. In connection with one of its committed capital and other co-investment arrangements, the Company issued a line of credit receivable to a third-party, which is classified as held-for-investment and presented within other assets on the Company’s condensed consolidated balance sheets. As of June 30, 2024, the fair value of the line of credit receivable was $8.3 million. The Company held no line of credit receivable as of December 31, 2023. Valuation Methodology The line of credit receivable is measured at estimated fair value using a discounted cash flow model. The fair valuation methodology considers the present creditworthiness of the counterparty to project future losses and the difference between current interest rates and the stated interest rate. Cash flows are discounted using an estimate of market rates of return. The fair value of the line of credit receivable also includes accrued interest. Significant Inputs and Assumptions The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements related to the line of credit receivable: December 31, 2023 June 30, 2024 Minimum Maximum Weighted-Average Minimum Maximum Weighted-Average Discount rate * * * 7.00 % 7.00 % 7.00 % _________ * Not applicable Discount rate –The discount rate is the rate of return used to discount future expected cash flows to arrive at a present value, which represents the fair value. The discount rate used for the projected net cash flows are the Company’s estimate of the rate of return that market participants would require when investing in this financial instrument with cash flows dependent on credit quality of the related loan. A risk premium component is implicitly included in the discount rate to reflect the amount of compensation market participants require due to the uncertainty inherent in the instruments’ cash flows resulting from risks such as credit and liquidity. Significant Recurring Level 3 Fair Value Input Sensitivity The fair value sensitivity of the line of credit receivable to adverse changes in key assumptions do not result in a material impact on the Company’s financial position or results of operations. Rollforward of Level 3 Fair Values The following tables present a rollforward of the line of credit receivable classified by the Company within Level 3 of the fair value hierarchy: Line of Credit Receivable Fair value at March 31, 2024 $ — Issuances 8,261 Changes in fair value recorded in earnings 44 Fair value at June 30, 2024 $ 8,305 Line of Credit Receivable Fair value at December 31, 2023 $ — Issuances 8,261 Changes in fair value recorded in earnings 44 Fair value at June 30, 2024 $ 8,305 Assets and Liabilities related to Securitization Transactions As of December 31, 2023 and June 30, 2024, the Company held notes receivable and residual certificates with an aggregate fair value of $14.8 million and $11.6 million, respectively, within other assets on the Company’s condensed consolidated balance sheets. The balances consist of securitization notes and residual certificates retained from securitization transactions. As of December 31, 2023 and June 30, 2024, the Company recognized payables to securitization note holders of $141.4 million and $113.7 million at fair value, respectively. The balance represents the value of the securitization notes issued and owned by third-party investors in connection with UPST 2023-2. The value of the UPST 2023-2 securitization notes and residual certificates retained by the Company is eliminated in the consolidation process. Valuation Methodology The Company prioritizes the use of observable inputs in estimating the fair value of notes receivable and residual certificates and payable to securitization note holders when available. When market activity for these financial instruments is not observable, the fair value is determined using a discounted cash flow methodology. This approach uses assumptions of projected cash flows of the underlying collateral loan pools adjusted for features of these securities, which reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value. Significant Inputs and Assumptions The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements related to note receivable, residual certificates, and payable to securitization note holders: December 31, 2023 June 30, 2024 Minimum Maximum Weighted-Average (1) Minimum Maximum Weighted-Average (1) Notes receivable and residual certificates Discount rate 9.99 % 23.22 % 12.74 % 10.46 % 23.22 % 13.11 % Credit risk rate 0.48 % 50.69 % 16.32 % 0.48 % 50.27 % 16.35 % Prepayment rate 6.36 % 89.46 % 43.14 % 6.36 % 89.46 % 42.86 % Payable to securitization note holders Discount rate 6.85 % 12.30 % 8.48 % 6.84 % 11.57 % 8.67 % Credit risk rate 0.61 % 37.70 % 15.51 % 0.66 % 37.70 % 15.54 % Prepayment rate 6.66 % 89.84 % 42.73 % 6.73 % 89.84 % 42.16 % _________ (1) Unobservable inputs were weighted by relative fair value. Significant Recurring Level 3 Fair Value Input Sensitivity Notes Receivable and Residual Certificates Adverse changes in discount rates, credit risk rates, or prepayment rates do not result in a material impact to the fair value of notes receivable and residual certificates as of December 31, 2023 and June 30, 2024. Payable to Securitization Note Holders The fair value of the payable to securitization note holders is sensitive to adverse changes in discount rates, which represent estimates of the rates of return that institutional investors would require when investing in financial instruments with similar risk and return characteristics. On average, a hypothetical 100 and 200 basis point increase in discount rates results in a decrease in fair value of payable to securitization note holders of $1.9 million and $3.7 million, respectively, as of December 31, 2023 and $1.3 million and $2.6 million, respectively, as of June 30, 2024. Adverse changes in credit risk rates and expected prepayment rates do not result in a material impact to the fair value of payable to securitization note holders as of December 31, 2023 and June 30, 2024. Rollforward of Level 3 Fair Values The following tables include a rollforward of the notes receivable and residual certificates and payables to securitization note holders related to securitization transactions classified by the Company within Level 3 of the fair value hierarchy: Notes Receivable and Residual Certificates Payable to Securitization Note Holders Fair value at March 31, 2023 $ 5,009 $ — Repayments and settlements (1,430) — Changes in fair value recorded in earnings 328 — Fair value at June 30, 2023 $ 3,907 $ — Notes Receivable and Residual Certificates Payable to Fair value at December 31, 2022 $ 6,181 $ — Repayments and settlements (2,996) — Changes in fair value recorded in earnings 722 — Fair value at June 30, 2023 $ 3,907 $ — Notes Receivable and Residual Certificates Payable to Fair value at March 31, 2024 $ 13,376 $ 129,092 Repayments and settlements (1,456) (14,882) Changes in fair value recorded in earnings (278) (558) Fair value at June 30, 2024 $ 11,642 $ 113,652 Notes Receivable and Residual Certificates Payable to Securitization Note Holders Fair value at December 31, 2023 $ 14,847 $ 141,416 Repayments and settlements (2,681) (28,446) Changes in fair value recorded in earnings (524) 682 Fair value at June 30, 2024 $ 11,642 $ 113,652 Loan Servicing Assets and Liabilities As of December 31, 2023 and June 30, 2024, the Company’s loan servicing assets had a fair value of $28.1 million and $25.8 million, respectively, recorded within other assets on the condensed consolidated balance sheets. As of December 31, 2023 and June 30, 2024, the Company’s loan servicing liabilities had a fair value of $2.0 million and $1.2 million, respectively, recorded within other accrued expenses and other liabilities on the condensed consolidated balance sheets. Valuation Methodology Loan servicing assets and liabilities are measured at estimated fair value using a discounted cash flow model. The cash flows in the valuation model represent the difference between the contractual servicing fees charged to institutional investors and an estimated market servicing fee. Since contractual servicing fees are generally based on the monthly outstanding principal balance of the underlying loans, the expected cash flows in the model incorporate estimates of net losses and prepayments. Significant Inputs and Assumptions The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for loan servicing assets and liabilities: December 31, 2023 June 30, 2024 Minimum Maximum Weighted-Average (1) Minimum Maximum Weighted-Average (1) Discount rate 13.00 % 20.00 % 16.89 % 13.00 % 20.00 % 16.97 % Credit risk rate 0.05 % 88.42 % 14.93 % 0.05 % 65.36 % 15.28 % Market-servicing rate (2)(3) 0.62 % 3.72 % 0.62 % 0.62 % 3.70 % 0.62 % Prepayment rate 1.05 % 96.90 % 41.05 % 2.17 % 96.90 % 39.24 % _________ (1) Unobservable inputs were weighted by relative fair value. (2) Excludes ancillary fees that would be passed on to a third-party servicer. (3) Expressed as a percentage of the outstanding principal balance for auto loans of 3.72% and 3.70% as of December 31, 2023 and June 30, 2024, respectively and 0.62% for personal loans as of both December 31, 2023 and June 30, 2024. Discount rates –The discount rates are the Company’s estimate of the rates of return that market participants in servicing rights would require when investing in similar servicing rights. Discount rates for servicing rights on existing loans are adjusted to reflect the time value of money and a risk premium intended to reflect the amount of compensation market participants would require due to the uncertainty associated with these instruments’ cash flows. Credit risk rate s–The credit risk rates are the Company’s estimate of the net cumulative principal payments that will not be repaid over the entire life of a loan expressed as a percentage of the original principal amount of the loan. The assumption regarding net cumulative losses impacts the projected balances and expected terms of the loans, which are used to project future servicing revenues. Market-servicing rates –Market-servicing rate is an estimated measure of adequate compensation for a market participant, if one was required. The rate is expressed as a fixed percentage of outstanding principal balance per annum. The estimate considers the profit that would be demanded in the marketplace to service the portfolio of outstanding loans subject to the Company’s servicing agreements. Prepayment rates –Prepayment rates are the Company’s estimate of the cumulative principal prepayments that will occur over the entire life of a loan as a percentage of the original principal amount of the loan. The assumption regarding cumulative prepayments impacts the projected balances and expected terms of the loans, which are used to project future servicing revenues. Significant Recurring Level 3 Fair Value Input Sensitivity The table below presents the fair value sensitivity of loan servicing assets and liabilities to adverse changes in key assumptions. The fair value of loan servicing assets and liabilities is not sensitive to adverse changes in discount rates and prepayment rates as such changes do not result in a material impact on the fair value as of December 31, 2023 and June 30, 2024, respectively. December 31, June 30, 2023 2024 Fair value of loan servicing assets $ 28,092 $ 25,790 Expected market-servicing rates 10% market-servicing rates increase (7,475) (6,929) 20% market-servicing rates increase (14,916) (13,835) December 31, June 30, 2023 2024 Fair value of loan servicing liabilities $ 2,038 $ 1,223 Expected market-servicing rates 10% market-servicing rates increase 1,100 648 20% market-servicing rates increase 2,235 1,318 Rollforward of Level 3 Fair Values The following tables present a rollforward of the loan servicing assets and liabilities classified by the Company within Level 3 of the fair value hierarchy: Loan Servicing Assets Loan Servicing Liabilities Fair value at March 31, 2023 $ 34,650 $ 3,142 Sale of loans 3,375 28 Repayments and other changes in fair value recorded in earnings (4,686) (593) Fair value at June 30, 2023 $ 33,339 $ 2,577 Loan Servicing Assets Loan Servicing Liabilities Fair value at December 31, 2022 $ 36,467 $ 3,968 Sale of loans 7,037 77 Repayments and other changes in fair value recorded in earnings (10,165) (1,468) Fair value at June 30, 2023 $ 33,339 $ 2,577 Loan Servicing Assets Loan Servicing Liabilities Fair value at March 31, 2024 $ 26,753 $ 1,585 Sale of loans 2,952 1 Repayments and other changes in fair value recorded in earnings (3,915) (363) Fair value at June 30, 2024 $ 25,790 $ 1,223 Loan Servicing Assets Loan Servicing Liabilities Fair value at December 31, 2023 $ 28,092 $ 2,038 Sale of loans 5,899 2 Repayments and other changes in fair value recorded in earnings (8,201) (817) Fair value at June 30, 2024 $ 25,790 $ 1,223 Beneficial Interests In connection with certain committed capital and other co-investment arrangements, the Company is obligated to make payments to the third-party or is entitled to receive payments from the third-party if credit performance on the underlying loans deviate from initial expectations set at the time of loan sales or originations, subject to a dollar cap. As of December 31, 2023 and June 30, 2024, the fair value of the beneficial interest assets related to these arrangements was $41.0 million and $97.8 million, respectively. As of the same dates, the fair value of the beneficial interest liabilities was $4.2 million and $11.2 million, respectively. Valuation Methodology Beneficial interests are measured at estimated fair value using a discounted cash flow model. The fair valuation methodology considers projected defaults, losses and recoveries to project future losses and net cash flows on the underlying loans. Net cash flows are discounted using an estimate of market rates of return that reflect the risk premium related to those cash flows. The models use inputs that are inherently judgmental and reflect the Company’s best estimates of the assumptions a market participant would use to determine fair value. Significant Inputs and Assumptions The following table presents quantitative information about the significant unobservable inputs used for the Company’s fair value measurements of beneficial interests as of December 31, 2023 and June 30, 2024: December 31, 2023 June 30, 2024 Minimum Maximum Weighted-Average (1) Minimum Maximum Weighted-Average (1) Beneficial interest assets Discount rate 7.00 % 14.00 % 13.63 % 7.00 % 14.00 % 13.68 % Credit risk rate spread (2) (0.85) % (0.85) % (0.85) % (1.44) % 3.70 % 1.74 % Beneficial interest liabilities Discount rate 14.00 % 14.00 % 14.00 % 14.00 % 14.00 % 14.00 % Credit risk rate spread (2) 0.09 % 9.81 % 8.79 % 10.80 % 16.80 % 13.17 % _________ (1) Unobservable inputs were weighted by relative fair value. (2) Expressed as a percentage of cumulative loss expectations as of the valuation date compared to the loss expectations as of the origination date or date of loan sale. A positive credit risk rate spread indicates an additional risk estimated as of the measurement date compared to the initial expectations. A negative credit risk spread indicates a lower risk than originally estimated. Discount rates –The discount rates are rates of return used to discount future expected cash flows to arrive at a present value, which represents the fair value. The discount rates used for the projected net cash flows are the Company’s estimates of the rates of return that market participants would require when investing in these financial instruments with cash flows dependent on credit performance of the underlying loan portfolio. A risk premium component is implicitly included in the discount rates to reflect the amount of compensation market participants require due to the uncertainty inherent in the instruments’ cash flows resulting from risks such as credit and liquidity. The Company uses two different discount rates for expected cash flows associated with demonstrated to-date credit performance and those associated with future credit performance. The difference in these rates reflects the level of uncertainty and, as a result, risk premium that would be required by market participants when investing in these instruments. Credit risk rate spreads –Credit risk rates for beneficial interests are determined the same way as for underlying loan portfolios. Credit risk rates are an estimate of cumulative losses, net of average recoveries, of the underlying portfolios, which represent the amount of principal that will not be repaid over the entire life of the beneficial interests. The credit risk rate spreads are the relative difference, expressed as a percentage, between the expected credit risk rate on origination date or sale date depending on the arrangement and the estimated credit risk rate as of a valuation date. A positive credit risk rate spread indicates an additional risk estimated as of the measurement date compared to the initial expectations. A negative credit risk spread indicates a lower risk than originally estimated. The following table presents the sensitivity of beneficial interest assets and liabilities to adverse changes in key assumptions used in the valuation model as of December 31, 2023 and June 30, 2024. Adverse changes in discount rates do not result in a material impact to the fair value of beneficial interest liabilities as of December 31, 2023 and June 30, 2024. Significant Recurring Level 3 Fair Value Input Sensitivity December 31, June 30, 2023 2024 Fair value of beneficial interest assets $ 41,012 $ 97,804 Discount rate 100 basis point increase (1,240) (2,392) 200 basis point increase (2,431) (4,694) Expected credit rate spreads on underlying loans 10% adverse change (9,059) (22,610) 20% adverse change (16,743) (45,719) Fair value of beneficial interest liabilities $ 4,221 $ 11,198 Expected credit rate spreads on underlying loans 10% adverse change 5,606 5,822 20% adverse change 11,217 11,765 Rollforward of Level 3 Fair Values The following table presents a rollforward of beneficial interest assets and liabilities. Beneficial Interest Assets Beneficial Interest Liabilities Fair value at March 31, 2023 $ — $ — Acquisition of beneficial interests 30,535 — Changes in fair value recorded in earnings (1,871) (85) Fair value at June 30, 2023 $ 28,664 $ (85) Beneficial Interest Assets Beneficial Interest Liabilities Fair value at December 31, 2022 $ — $ — Acquisition of beneficial interests 30,535 — Changes in fair value recorded in earnings (1,871) (85) Fair value at June 30, 2023 $ 28,664 $ (85) Beneficial Interest Assets Beneficial Interest Liabilities Fair value at March 31, 2024 $ 62,214 $ 8,485 Acquisition of beneficial interests 41,124 — Settlement of beneficial interests (1,729) (1,658) Changes in fair value recorded in earnings (3,805) 4,371 Fair value at June 30, 2024 $ 97,804 $ 11,198 Beneficial Interest Assets Beneficial Interest Liabilities Fair value at December 31, 2023 $ 41,012 $ 4,221 Acquisition of beneficial interests (1) 71,400 — Settlement of beneficial interests (1,729) (2,367) Changes in fair value recorded in earnings (12,879) 9,344 Fair value at June 30, 2024 $ 97,804 $ 11,198 _________ (1) Effective June 30, 2024, the Company combined the presentation of payments on beneficial interest assets with acquisition of beneficial interests. Trailing Fee Liabilities The Company pays certain bank partners monthly trailing fees based on the amount and timing of principal and interest payments made by borrowers of the underlying loans. As of December 31, 2023 and June 30, 2024, the Company held trailing fee liabilities of $4.3 million and $4.2 million, respectively. Valuation Methodology The discounted cash flow methodology, which is used to estimate the fair value of trailing fee liabilities, uses the same projected net cash flows as the underlying loans. The fair valuation methodology considers projected prepayments and historical defaults, losses and recoveries to project future losses and net cash flows of the underlying loans. Net cash flows are discounted using an estimate of market rates of return. Significant Inputs and Assumptions The following table presents quantitative information about the significant unobservable inputs used for the Company’ |