Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

__________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 16, 2024

SoFi Technologies, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)	001-39606 (Commission File Number)	98-1547291 (I.R.S. Employer Identification No.)

234 1st Street San Francisco, California		94105
(Address of principal executive offices)		(Zip Code)

(855) 456-7634

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange
on which registered

Common stock, $0.0001 par value per share

SOFI

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On December 16, 2024, Mr. Anthony Noto, SoFi Technologies, Inc.’s (the “Company”) Chief Executive Officer, entered into a prepaid variable forward contract (the "contract") with an unaffiliated third-party dealer (the “dealer”) on 2,000,000 shares of the Company’s common stock, $0.0001 par value per share (the “Company Common Stock”), representing approximately 10% of the Company Common Stock beneficially owned by Mr. Noto and less than 1% of the Company’s total outstanding shares. The transaction represents a contract by which Mr. Noto will receive an upfront cash payment and must, when the contract matures in approximately three years, settle any obligations under the contract.

Specifically, the contract is scheduled to mature on or about February 7, 2028 (the “maturity date”), at which time, Mr. Noto may deliver shares of the Company's Common Stock or elect to settle the contract in cash. The amount of such delivery of shares or cash payment will be determined by the share price of the Company Common Stock prior to the maturity date. Mr. Noto pledged 2,000,000 shares of the Company's Common Stock (the "Pledged Shares") to secure his obligations under the contract. In exchange for assuming this obligation, Mr. Noto will receive an upfront cash payment of $22,463,200. Mr. Noto will retain all voting, dividend, and other rights in the Pledged Shares during the term of the pledge.

If Mr. Noto elects to deliver shares of the Company’s Common Stock, the number of shares will be determined based on the price of the Company's Common Stock relative to the floor price of $13.06 per share and the cap price of $30.74 per share. This means that if, on or about February 7, 2028, the per share price of the Company’s Common Stock is (i) $30.74 or greater, Mr. Noto could surrender 849,707 shares, or (ii) $13.06 or lower, Mr. Noto could surrender 2,000,000 shares. Mr. Noto will not participate in the performance of the Pledged Shares above the cap price of $30.74 or below the floor price of $13.06 unless he elects to settle the contract in cash.

Mr. Noto entered into the contract because the contract structure provides liquidity while also allowing him to maintain all voting, dividend, and other rights in the Company Common Stock. A majority of Mr. Noto’s compensation is in the form of Company equity, and he has not sold any Company Common Stock since joining the Company in early 2018. Rather, he has supplemented his holdings by purchasing 2,775,307 million shares of Company Common Stock in the open market over the past three years.

SIGNATURE

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.


	SoFi Technologies, Inc.

Date: December 17, 2024	By:	/s/ Christopher Lapointe
	Name:	Christopher Lapointe
	Title:	Chief Financial Officer

Cover	Dec. 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 16, 2024
Entity Registrant Name	SoFi Technologies, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39606
Entity Tax Identification Number	98-1547291
Entity Address, Address Line One	234 1st Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94105
City Area Code	855
Local Phone Number	456-7634
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	SOFI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001818874
Amendment Flag	false