Upstart issues $690M 0% convertible notes due 2032, repurchases $232.6M of 2026 notes

Upstart Holdings, Inc.

Issued $690M aggregate principal of 0% Convertible Senior Notes due 2032; initial conversion price ~$82.50 per share.
Net proceeds ~$675.5M; $55.2M used for capped call transactions covering ~8.4M shares with cap price $126.92.
Used ~$224.4M to repurchase ~$232.6M of outstanding 0.25% Convertible Senior Notes due 2026.
Capped call expected to reduce dilution upon conversion; potential dilution beyond cap price.
Notes mature Feb 15, 2032, are senior unsecured, and redeemable after Aug 20, 2028 if stock price condition met.

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