Upstart Holdings Inc

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIESAND USE OF PROCEEDS

Unregistered Sales of Equity Securities

There were no repurchases of the Company’s common stock during the three months ended September 30, 2024.

Convertible Senior Notes

On September 16, 2024, we entered into a purchase agreement, or Purchase Agreement, with Barclays Capital Inc. and Goldman Sachs & Co. LLC, as representatives of the several initial purchasers, or collectively, the Initial Purchasers, to issue and sell $375.0 million in aggregate principal amount of our 2029 Notes. In addition, we granted the Initial Purchasers an option to purchase up to an additional $56.3 million in aggregate principal amount of the 2029 Notes on the same terms and conditions. The Initial Purchasers exercised their option in full on September 17, 2024. The Purchase Agreement includes customary representations, warranties, and covenants by us and customary closing conditions. Under the terms of the Purchase Agreement, we have agreed to indemnify the Initial Purchasers against certain liabilities.

We offered and sold the 2029 Notes to the Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act, and for resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration requirements provided by Rule 144A under the Securities Act. We relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement. The shares of the common stock issuable upon conversion of the 2029 Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

To the extent that any shares of the common stock are issued upon conversion of the 2029 Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the 2029 Notes and any resulting issuance of shares of the common stock.