Upstart issues $431.25M 2% convertible senior notes due 2029; buys back $334.2M of 0.25% notes

Upstart Holdings, Inc.

Issued $431.25M of 2.00% Convertible Senior Notes due 2029; net proceeds ~$420.9M after discounts and expenses.
Used ~$302.5M of proceeds to repurchase $334.2M aggregate principal of outstanding 0.25% Convertible Senior Notes due 2026.
Initial conversion price ~$45.66/share (21.9029 shares per $1,000), a 30% premium to Sept 16, 2024 closing price of $35.12.
Entered capped call transactions covering ~9.4M shares of common stock with cap price of $70.24 to offset potential dilution.
Notes are senior unsecured, redeemable by company after Oct 6, 2027 if stock price exceeds 130% of conversion price.

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