How to invest in Upgrade stock pre-IPO

While many fintech companies experienced growth during the early pandemic period, more recent market conditions have been more challenging,⁴ with funding activity slowing across the sector.⁵ However, Upgrade has indicated that it has experienced different market dynamics compared to some other fintech companies, supported in part by continued growth, revenue scale, and investor interest reflected in its recent funding activity.⁶

The company specializes in consumer lending, including areas like personal loans and Buy Now, Pay Later (BNPL), while also offering products like credit cards and checking and savings accounts. Together, Upgrade crossed $1 billion in annualized revenue in May 2025,⁷ and it increased its valuation to $7.3 billion with its Series G in October 2025.⁸

Following this raise and updated valuation, the company is exploring opportunities to provide liquidity to employees. With this raise and new valuation, the company wants to offer some employee liquidity now. As of October 2025, the company also indicated that it may pursue an IPO in late 2026 or early 2027.⁹

For now, interested investors may still be able to invest in Upgrade stock pre-IPO through a private marketplace like Forge. Retail investors may also be able to gain indirect exposure through other assets, as we'll examine in this guide.

Upgrade: Company background

Upgrade, headquartered in San Francisco, was co-founded in 2017 by Renaud Laplanche, who previously co-founded LendingClub. Laplanche left LendingClub following a compliance controversy and started Upgrade as a competing lending company, but with Upgrade designed to be more of a multi-product lending platform. Many early LendingClub investors also backed Upgrade.¹⁰

After starting with personal loans, Upgrade has expanded into areas like credit cards that differ by turning unpaid balances into installment loans, rather than letting a cardholder carry the balance indefinitely.¹¹

Like many other fintechs, Upgrade is not a chartered bank, but it is able to offer a broad range of financial services through partners. For example, Upgrade partnered with Cross River Bank in 2021 to offer checking accounts via Upgrade's platform.¹²

Forge Data as of 03/16/2026

Upgrade has raised nearly $800 million since its founding, initially raising $5.75 million in 2016 for its Series A and A-1. That implied a stock price of $0.05 at a $12.35 million valuation.¹³

The following year, Upgrade raised over $62 million, bringing its valuation to around $310 million. Some investors included Union Square Ventures, CreditEase, FirstMark Capital, Noah Holdings, Ribbit Capital, and Apoletto. A year later, the 2018 Upgrade Series C raised over $100 million, more than doubling its valuation to around $652 million and its stock price to $0.58.¹⁴

In 2020, Upgrade reached unicorn status, with its Series D raising around $75 million, bringing its valuation to $1.11 billion and stock price to $1.08.¹⁵ That round was led by Santander's venture capital fund.¹⁶

The following year, in August 2021, Upgrade's Series E raised over $105 million from investors including Koch Disruptive Technologies, BRV, and Ventura Capital. This increased Upgrade’s valuation to approximately $3.33 billion and brought its stock price to $3.22.¹⁷

Just a few months later, in November 2021, Upgrade's Series F-1 shot its valuation all the way to $6 billion, with a stock price of $5.64. That round included investors such as Coatue Management, DST Global, and Dragoneer Investment Group.¹⁸

Most recently, in October 2025, Upgrade raised $165 million, bringing its share price as high as $5.88 at a $7.3 billion valuation. This round included investors such as Neuberger Berman and LuminArx Capital Management.¹⁹

Upgrade's Forge Price currently remains at this $3.25 mark.²⁰

Forge Data as of 03/16/2026

Forge Price is a derived data point that reflects the up-to-date price performance of venture-backed, late-stage companies, and is calculated based on a proprietary model incorporating pricing inputs from primary funding round information and secondary market transactions on Forge.

How to buy Upgrade stock

While Upgrade has expressed interest in going public in the not-too-distant future, for now its stock is not for sale to the general public. However, accredited investors may be able to express interest in purchasing Upgrade stock through Forge's next-generation marketplace for private market trades, subject to availability.

Forge’s technology and relationships help facilitate private market interest in shares of companies like Upgrade, subject to share availability and transfer restrictions.

For indirect exposure, accredited investors could also explore other alternatives such as looking at private market shares in other types of finance or fintech companies like:

• Cross River Bank: Cross River is an important partner to Upgrade, providing behind-the-scenes technology and enabling Upgrade to leverage its charter to provide banking services. However, Cross River has similar partnerships with many other finance companies, so its business activities may differ from those of Upgrade.
• Mercury: Primarily a business banking fintech and accounting platform; Mercury and Upgrade may overlap in terms of both being tech-forward finance companies, but they mainly serve different markets for now.
• Varo: Another fintech that's more similar to Upgrade, offering consumer products like checking/savings accounts and some lending products.

Who can invest in Upgrade pre-IPO?

For the most part, investment in Upgrade pre-IPO is limited to accredited investors, as U.S. regulations generally limit private companies when offering securities for sale.

Some large accredited investors, such as VC funds and certain high-net-worth individuals, may be able to invest in Upgrade if selected to participate in primary funding rounds or strategic investment partnerships. Smaller accredited investors may be able to express interest in purchasing Upgrade shares through a private marketplace, subject to availability and transfer restrictions.

Where to buy pre-IPO Upgrade stock

While pre-IPO Upgrade stock is not for sale to the general public, accredited investors may be able to find shares for sale through Forge's marketplace for private market trading.

Through Forge, you can access Upgrade's Forge Price, which provides real-time transparency by synthesizing data from various sources, including secondary market transactions, recent funding rounds and active bids and asks on Forge.

These contextual pricing insights seek to help private market participants evaluate existing bids or asks.

Potential indirect exposure for Upgrade for non-accredited investors

While retail investors may be able to invest in Upgrade in 2026 or 2027 if it conducts an IPO, for now, direct pre-IPO investment in Upgrade is generally limited to accredited investors. However, there are publicly available investment options that may provide exposure to broader trends in the fintech or financial services sectors, which could, in turn, impact companies like Upgrade.

Some examples include:

1. Publicly Traded Fintechs

There are several publicly traded fintech companies like Chime, SoFi, and Laplanche's former company LendingClub that compete in a similar space with Upgrade. There are also some banks like Ally that somewhat straddle the line between fintech and traditional finance but compete with Upgrade regardless. However, performance may differ depending on factors like how these fintechs fare in competing for customers, expanding product lines, and optimizing capital.

2. Publicly Traded Legacy Banks

While Upgrade is not a traditional bank, there can still be some competition for customers. Legacy banks like Bank of America, Citigroup, JPMorgan Chase, and Wells Fargo all have some overlap, such as in terms of offering different types of consumer loans, credit cards, and bank accounts. However, these legacy banks are significantly larger and have much broader offerings across retail and business customers. Moreover, market-wide factors like economic growth and interest rates may affect legacy banks and startups like Upgrade differently.

3. Broader Fintech/Financial Sector Funds

Similar to investing in some fintech or legacy bank companies directly, investors could also look at more diversified fintech or finance industry ETFs or mutual funds. These funds may include companies operating in related sectors (though their performance and business models can differ significantly from Upgrade) like investment banking, financial advisory services, or insurance. As such, performance may differ based on a variety of market-wide factors, depending on the specific funds you're reviewing.

How to analyze Upgrade stock

Private companies generally do not face the same disclosure requirements as public companies, which can make analyzing Upgrade stock challenging.

However, you can look at the financial data that has been publicly disclosed, such as some of Upgrade's revenue numbers and transaction volume, along with valuation history. For example, Upgrade reportedly broke $1 billion in annualized revenue in May 2025.²¹ The company also disclosed that it recently reached $2 billion in total home improvement loan originations and $1 billion in auto financing.²²

So, investors might compare this data to similar loan origination and/or revenue data from other fintech companies. That, combined with reviewing Upgrade's valuation data across its funding rounds and its current Forge Price, could help investors determine how Upgrade's stock compares to similar private companies listed on Forge's private stock marketplace.

In addition to looking at real-world market signals informing Upgrade's current Forge Price, investors can discover other available investments and review market interest signals in real time. Seeing how other fintech companies are trading on Forge could help you determine what seems like a fair valuation for Upgrade. There also might be some parallels to draw with public market fintech companies.

Still, even when looking at what Upgrade has disclosed and the real-time pricing insights on Forge, private market stocks are generally more opaque than public market ones. So, there can be more subjectivity involved in analyzing Upgrade stock, along with the valuations of other private market companies.

Get started investing in Upgrade on Forge

Those interested in exploring potential access to Upgrade shares, if and when shares become available, can start creating a free Forge account to view opportunities for accredited investors (subject to share availability and transfer restrictions). Forge operates a leading marketplace that seeks to connect accredited investors with shareholders of private company stock.

After verifying your accreditation, you may gain access to tools and insights intended to support your experience in the private market, including active private market opportunities and a platform experience designed for independent investors. If you're unfamiliar with the process, our buyer’s guide aims to offer a helpful starting point. And should you need additional support, Forge’s knowledgeable team is available to assist.