Upwork closes $575M 0.25% convertible notes offering, net proceeds ~$560M

UPWORK, INC

Closed $575M aggregate principal of 0.25% Convertible Senior Notes due 2026; includes full exercise of $75M option.
Initial conversion price $66.08/share (42.5% premium to $46.37 close); conversion rate 15.1338 shares per $1,000.
Net proceeds ~$560.1M; used $49.4M for capped call offset; remainder for general corporate purposes.
Notes mature Aug 15, 2026; interest payable semiannually; redeemable after Aug 20, 2024 under stock price condition.
Capped call transactions with financial institutions expected to reduce dilution upon conversion.

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