Upstart Holdings Files 8-K: Material Agreement & Equity Sales
Ticker: UPST · Form: 8-K · Filed: Nov 15, 2024 · CIK: 1647639
| Field | Detail |
|---|---|
| Company | Upstart Holdings, INC. (UPST) |
| Form Type | 8-K |
| Filed Date | Nov 15, 2024 |
| Risk Level | medium |
| Pages | 8 |
| Reading Time | 10 min |
| Key Dollar Amounts | $0.0001, $500.0 million, $1,000, $91.99, $50.0 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-obligation, equity-sale
Related Tickers: UPST
TL;DR
Upstart inked a new deal creating financial obligations and sold some stock. Details to follow.
AI Summary
On November 12, 2024, Upstart Holdings, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on unregistered sales of equity securities and other events. Specific details regarding the agreement and financial obligations are not fully disclosed in this initial filing.
Why It Matters
This filing indicates Upstart has entered into a significant new agreement that creates financial obligations, and has also engaged in equity sales, which could impact its financial structure and shareholder value.
Risk Assessment
Risk Level: medium — The filing mentions material definitive agreements and financial obligations, which inherently carry risk, alongside unregistered equity sales that can dilute existing shareholders.
Key Players & Entities
- Upstart Holdings, Inc. (company) — Registrant
- November 12, 2024 (date) — Date of earliest event reported
- 2950 S. Delaware Street, Suite 410 (location) — Principal executive offices address
- San Mateo, CA 94403 (location) — Principal executive offices city, state, zip
- (833) 212-2461 (phone_number) — Registrant's telephone number
FAQ
What is the nature of the material definitive agreement Upstart Holdings, Inc. entered into?
The filing states that Upstart Holdings, Inc. entered into a material definitive agreement, but the specific terms and nature of this agreement are not detailed in this initial 8-K filing.
What type of direct financial obligation was created by Upstart Holdings, Inc.?
The filing indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specifics of this obligation are not provided in this report.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on November 12, 2024.
What other significant event is reported in this 8-K filing besides the agreement and financial obligation?
In addition to the material definitive agreement and financial obligation, the filing also reports on unregistered sales of equity securities and other events.
Where are Upstart Holdings, Inc.'s principal executive offices located?
Upstart Holdings, Inc.'s principal executive offices are located at 2950 S. Delaware Street, Suite 410, San Mateo, CA 94403.
Filing Stats: 2,501 words · 10 min read · ~8 pages · Grade level 13.6 · Accepted 2024-11-15 16:01:58
Key Financial Figures
- $0.0001 — ch registered: Common Stock, par value $0.0001 per share UPST Nasdaq Global Select
- $500.0 million — t Holdings, Inc. (the "Company") issued $500.0 million in aggregate principal amount of its 1.
- $1,000 — $0.0001 per share ("Common Stock"), per $1,000 principal amount of Notes (which is equ
- $91.99 — itial conversion price of approximately $91.99 per share). The conversion rate will be
- $50.0 million — tedness for money borrowed in excess of $50.0 million (or its foreign currency equivalent) in
- $488.1 m — ds from the offering were approximately $488.1 million, after deducting the Initial Purc
- $425.0 million — Initial Purchasers"), to issue and sell $425.0 million in aggregate principal amount of the No
- $75.0 million — option to purchase up to an additional $75.0 million in aggregate principal amount of Notes
- $425,000,000 — lease announcing its intention to offer $425,000,000 aggregate principal amount of convertib
Filing Documents
- d915028d8k.htm (8-K) — 43KB
- d915028dex41.htm (EX-4.1) — 600KB
- d915028dex991.htm (EX-99.1) — 4KB
- d915028dex992.htm (EX-99.2) — 7KB
- g915028dsp079.jpg (GRAPHIC) — 4KB
- g915028dsp080.jpg (GRAPHIC) — 5KB
- g915028dsp081.jpg (GRAPHIC) — 5KB
- g915028dsp082.jpg (GRAPHIC) — 5KB
- g915028dsp084.jpg (GRAPHIC) — 4KB
- g915028dsp085.jpg (GRAPHIC) — 6KB
- 0001193125-24-259803.txt ( ) — 952KB
- upst-20241112.xsd (EX-101.SCH) — 3KB
- upst-20241112_lab.xml (EX-101.LAB) — 18KB
- upst-20241112_pre.xml (EX-101.PRE) — 11KB
- d915028d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated November 15, 2024, between Upstart Holdings, Inc. and U.S. Bank Trust Company, National Association. 4.2 Form of 1.00% Convertible Senior Note due 2030 (included in Exhibit 4.1). 99.1 Press Release, dated November 12, 2024. 99.2 Press Release, dated November 12, 2024. 104 Cover Page Interactive Data File (formatted as inline XBRL).
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Upstart Holdings, Inc. Dated: November 15, 2024 By: /s/ Sanjay Datta Sanjay Datta Chief Financial Officer