Upstart Holdings Inc. (UPST) announced the pricing of $600 million aggregate principal amount of 0% Convertible Senior Notes due 2032 in a private offering. The aggregate principal amount of the offering was increased from the previously announced offering size of $500 million.
Upstart also granted the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date the notes are first issued, up to an additional $90 million aggregate principal amount of the notes. The sale of the notes to the initial purchasers is expected to settle on August 14, 2025.
The notes will mature on February 15, 2032, unless earlier redeemed, repurchased, or converted.
Upstart estimates that the net proceeds from the offering will be approximately $587.3 million (or approximately $675.5 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers' discounts and estimated offering expenses payable by Upstart.
Upstart intends to use $48.0 million of the net proceeds to pay the cost of the capped call transactions described below. Upstart also intends to use approximately $224.4 million of the net proceeds from the offering to repurchase for cash approximately $232.6 million aggregate principal amount of its outstanding 0.25% Convertible Senior Notes due 2026. Upstart intends to use the remainder of the net proceeds from the offering for general corporate purposes, which may include the repayment or the retirement of existing debt, including the repurchase or retirement of the 2026 Notes in the future.
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