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topicnews · September 16, 2024

Upstart Announces Proposed Private Offering of 0,000,000 of Convertible Senior Notes Due 2029 Page 1

Upstart Announces Proposed Private Offering of $300,000,000 of Convertible Senior Notes Due 2029 Page 1

Upstart Holdings, Inc. (NASDAQ: UPST) today announced its intention to offer, subject to market conditions and other factors, $300,000,000 aggregate principal amount of convertible senior notes due 2029 (the “Notes”) in a private offering (the “Offering”) to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Upstart also intends to grant the initial purchasers of the Notes an option to purchase up to an additional $45,000,000 aggregate principal amount of the Notes for a period of 13 days from the date of the initial offering.

The Notes will be senior, unsecured obligations of Upstart, bearing interest payable semi-annually in arrears. The Notes will mature on October 1, 2029, unless sooner converted, repurchased or redeemed. The Notes will be convertible into cash, shares of Upstart’s common stock, or a combination thereof, at Upstart’s option. The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the offering.