KBRA assigns preliminary ratings to four classes of notes issued by Upgrade Master Pass-Thru Trust, Series 2026-ST3 (“UMPT 2026-ST3”), a consumer loan ABS transaction. UMPT 2026-ST3 has initial hard credit enhancement levels ranging from 49.80% for the Class A Notes to 22.10% for the Class D Notes. Credit enhancement consists of overcollateralization, subordination of the junior note classes, except for the Class D notes, a cash reserve account, and excess spread.

This transaction represents Upgrade, Inc.’s (“Upgrade,” the “Servicer,” or the “Company”) third term ABS securitization in 2026. UMPT 2026-ST3 will issue four classes of notes totaling $99.88 million, collateralized by consumer loans.

Upgrade is a consumer finance company that was incorporated in 2016 and is headquartered in San Francisco, California. The Company operates an online credit platform that facilitates the origination of consumer loans and other consumer credit and deposit products and services.

KBRA applied its Consumer Loan ABS Global Rating Methodology and its Global Structured Finance Counterparty Methodology in its analysis of the portfolio pool data, underlying collateral pool, and capital structure. KBRA also considered its operational reviews of Upgrade. Operative agreements and legal opinions will be reviewed prior to closing.

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Methodologies

• ABS: Consumer Loan ABS Global Rating Methodology
• Structured Finance: Global Structured Finance Counterparty Methodology

Disclosures

Further information on key credit considerations, sensitivity analyses that consider what factors can affect these credit ratings and how they could lead to an upgrade or a downgrade, and ESG factors (where they are a key driver behind the change to the credit rating or rating outlook) can be found in the full rating report referenced above.

A description of all substantially material sources that were used to prepare the credit rating and information on the methodology(ies) (inclusive of any material models and sensitivity analyses of the relevant key rating assumptions, as applicable) used in determining the credit rating is available in the Information Disclosure Form(s) located here.

Information on the meaning of each rating category can be located here.

Further disclosures relating to this rating action are available in the Information Disclosure Form(s) referenced above. Additional information regarding KBRA policies, methodologies, rating scales and disclosures are available at www.kbra.com.

About KBRA

Kroll Bond Rating Agency, LLC (KBRA), one of the major credit rating agencies (CRA), is a full-service CRA registered with the U.S. Securities and Exchange Commission as an NRSRO. Kroll Bond Rating Agency Europe Limited is registered as a CRA with the European Securities and Markets Authority. Kroll Bond Rating Agency UK Limited is registered as a CRA with the UK Financial Conduct Authority. In addition, KBRA is designated as a Designated Rating Organization (DRO) by the Ontario Securities Commission for issuers of asset-backed securities to file a short form prospectus or shelf prospectus. KBRA is also recognized as a Qualified Rating Agency by Taiwan’s Financial Supervisory Commission and is recognized by the National Association of Insurance Commissioners as a Credit Rating Provider (CRP) in the U.S.

Doc ID: 1016210

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