[8-K] SoFi Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

Supernus has completed its cash/CVR acquisition of Sage Therapeutics (SAGE). The tender offer, priced at $8.50 per share in cash plus one contingent value right (CVR) worth up to an additional $3.50, expired at one minute past 11:59 p.m. ET on 30 Jul 2025 and was not extended. Equiniti Trust Company, acting as depositary, reported that 36,313,509 shares—approximately 58 % of Sage’s outstanding common stock—were validly tendered and not withdrawn, satisfying the offer’s minimum condition. All tendered shares were irrevocably accepted for payment and will be settled promptly in accordance with the Merger Agreement.

On 31 Jul 2025, immediately after the offer closing, Purchaser was merged into Sage under DGCL §251(h), making Sage a wholly owned subsidiary of Supernus. As a consequence, Sage’s common stock will be delisted from the Nasdaq Global Market and deregistered under the Exchange Act.

• Tender consideration: $8.50 cash + CVR (up to $3.50).
• Shares tendered: 36.3 M (≈58 % of total outstanding).
• Offer expiration: 30 Jul 2025; merger completion: 31 Jul 2025.

All other disclosures in the original Schedule 14D-9 remain unchanged.

Positive

• Offer conditions met and merger closed, guaranteeing $8.50 per share cash payment to tendering holders.
• Additional upside via CVR of up to $3.50 per share remains in place for all former shareholders.

Negative

• SAGE shares to be delisted and deregistered, ending public market liquidity for remaining holders.

Insights

M&A Specialist

TL;DR: Offer closed, merger executed, cash & CVR consideration now locked in—transaction risk removed.

The amendment confirms successful completion of the Supernus-Sage deal. With 58 % of shares tendered, the minimum acceptance threshold was met, enabling a swift §251(h) back-end merger. This extinguishes residual execution risk and establishes a definitive payout timeline for shareholders. The delisting notice eliminates future market liquidity but is routine for a squeeze-out. From an arbitrage perspective, the filing converts the position from event-driven to cash-settled plus CVR optionality; focus shifts to milestone probabilities embedded in the CVR.

Portfolio Manager

TL;DR: Outcome is largely neutral—price known, shares delist; only CVR upside remains.

The filing finalises an already-priced takeover, delivering an $8.50 cash exit and potential future CVR value. Public shareholders lose ongoing exposure and liquidity as SAGE leaves Nasdaq, a negative for those preferring standalone biopharma upside. However, closure eliminates headline risk and releases capital. The CVR’s undisclosed milestones represent the only residual equity-like participation.

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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): July 29, 2025

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 filing 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 8.01    Other Events.

On July 29, 2025, SoFi Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and Mizuho Securities USA LLC (collectively,the “Underwriters”), relating to the issuance and sale (the “Offering”) of 82,733,817 shares of the common stock of the Company, par value $0.0001 per share (the “Common Stock”) at a price of $20.85 per share. On July 31, 2025, the Offering of 82,733,817 shares of Common Stock to the Underwriters (including 10,791,367 shares issued pursuant to the exercise in full of the Underwriters’ option to purchase additional shares) was completed. All of the shares in the Offering were sold by the Company.

The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital and other business opportunities.

The shares of Common Stock in the Offering were offered on a prospectus supplement, which amended and supplemented the prospectus dated July 29, 2025, which forms a part of the Company’s Registration Statement on Form S-3 (Registration No. 333-289046).

The Underwriting Agreement contains customary representations, warranties and covenants. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
1.1						Underwriting Agreement, dated as of July 29, 2025, by and among SoFi Technologies, Inc. and Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and Mizuho Securities USA LLC, as underwriters
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

1

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: July 31, 2025			By:			/s/ Christopher Lapointe
			Name:			Christopher Lapointe
			Title:			Chief Financial Officer

FAQ

What consideration do SAGE shareholders receive in the Supernus tender offer?

Shareholders are entitled to $8.50 in cash per share plus one contingent value right worth up to $3.50 upon milestone achievement.

How many Sage Therapeutics shares were tendered in the offer?

Equiniti Trust Company reported 36,313,509 shares were validly tendered, about 58 % of shares outstanding.

When did the tender offer expire and when was the merger completed?

The offer expired at 11:59 p.m. ET on 30 Jul 2025; the merger closed on 31 Jul 2025.

What will happen to SAGE's Nasdaq listing after the merger?

The common stock will be delisted from the Nasdaq Global Market and deregistered under the Exchange Act.

Does the Schedule 14D-9 Amendment change any other terms of the offer?

No. Except for the updated closing details, all prior disclosures in the Schedule 14D-9 remain unchanged.