Upstart Holdings, Inc. Enters into Sales Agreement with BTIG, LLC

On February 14, 2025, Upstart Holdings, Inc. (NASDAQ: UPST) disclosed in an 8-K filing with the Securities and Exchange Commission that the company has entered into a Sales Agreement with BTIG, LLC. This agreement is in relation to the initiation of an “at the market” offering program.

The Sales Agreement enables Upstart to offer and sell, through the Sales Agent, shares of the company’s common stock, with an aggregate offering price not exceeding $500,000,000. The net proceeds from this offering, if any, are intended to be utilized for working capital and general corporate purposes.

The Shares will be offered and sold in accordance with a shelf registration statement on Form S-3ASR (File No. 333-284933) and the associated prospectus, which Upstart filed with the U.S. Securities and Exchange Commission on the same day. The registration statement was declared effective upon filing.

Under the terms of the Sales Agreement, the Sales Agent will endeavor to sell the Shares periodically, based on Upstart’s instructions. The Sales Agent will be entitled to a commission of up to 2% of the gross proceeds from all shares sold. There is no obligation for Upstart to sell any of the Shares, and the company retains the right to suspend sales at any point.

The Sales Agreement specifies that sales may occur under the designation of “at the market offerings” as per Rule 415(a)(4) under the Securities Act of 1933, as amended. The agreement is subject to termination either upon the completion of the sale of all Shares outlined in the agreement, or upon notice from the Company or the Sales Agent, in accordance with the terms set forth in the agreement.

The disclosure in the 8-K filing also included a legal opinion from Wilson Sonsini Goodrich & Rosati, Professional Corporation, pertaining to the Common Stock being offered via the Sales Agreement. The filing also emphasized that this report does not constitute an offer to sell the Shares, solicitation of an offer to purchase the Shares, or any sale of the Shares where it would be unlawful without registration or qualification under applicable securities laws.

The company reminded shareholders that forward-looking statements in the filing are solely based on current management expectations and entail inherent risks and uncertainties. Upstart cautioned against relying solely on these predictions and highlighted that actual outcomes could differ from those indicated in the forward-looking statements. The company reiterated its commitment to update the market as needed, as required by applicable law.

The information regarding the Upstart Holdings, Inc. Sales Agreement can be found in Exhibit 1.1 of the Form 8-K filing. Additionally, the legal opinion and consent, as well as other relevant exhibits, are outlined under Item 9.01 of the filing.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Upstart’s 8K filing here.

About Upstart

Upstart Holdings, Inc, together with its subsidiaries, operates a cloud-based artificial intelligence (AI) lending platform in the United States. Its platform includes personal loans, automotive retail and refinance loans, home equity lines of credit, and small dollar loans that connects consumer demand for loans to its to bank and credit unions.