SOFI 8‑K: CEO prepaid forward pledges 1.5M shares, $24.1M upfront

Rhea-AI Filing Summary

SoFi Technologies disclosed that executive Mr. Noto entered into a prepaid variable forward contract that matures on or about August 28, 2028. He pledged 1,500,000 shares of SoFi common stock as collateral and received an upfront cash payment of $24,107,850. Mr. Noto retains all voting, dividend and other rights in the pledged shares during the pledge term. At maturity he may deliver shares or elect cash settlement; share delivery amounts depend on the then‑market price relative to a floor price of $18.21 and a cap price of $49.18. If the stock equals the cap he could surrender 555,409 shares, while at or below the floor he could surrender the full 1,500,000 shares. The filing notes Mr. Noto has not sold Company stock since early 2018 and purchased 2,775,307 shares in the open market over the past four years.

Positive

• Upfront liquidity of $24,107,850 provides the executive with cash without an immediate open‑market sale
• Mr. Noto retains voting and dividend rights in the pledged shares during the pledge term
• Predefined cap and floor ($49.18 cap, $18.21 floor) set clear boundaries on potential share delivery outcomes

Negative

• Pledge of 1,500,000 shares creates potential contingent share supply if shares are delivered at maturity
• Upside beyond the cap ($49.18) is not participated in by the executive unless he elects cash settlement
• No disclosure of accounting, tax or hedging arrangements that could affect reported results or future dilution

Insights

Corporate Governance Expert

TL;DR: Executive obtained liquidity while retaining economic and voting rights, using a common equity monetization structure.

The prepaid variable forward disclosed is a standard tool for executives to access cash without an outright sale and while preserving voting and dividend rights during the pledge period. The upfront cash of $24.1 million against 1.5 million pledged shares implies a material monetization for the executive but does not itself change board composition or corporate control. The presence of explicit cap and floor prices ($49.18 cap, $18.21 floor) defines the range of potential share delivery outcomes at maturity and limits upside participation beyond the cap unless the executive elects cash settlement. From a governance perspective, continued voting rights maintain alignment with shareholders during the pledge term, but the pledge creates contingent dilution risk if share delivery occurs.

Securities Analyst

TL;DR: Structure provides liquidity and retains upside within a capped range; potential future share delivery could be dilutive depending on price.

The contract converts equity exposure into immediate cash of $24,107,850, while preserving dividends and voting. The mechanics—deliveries tied to prices between a $18.21 floor and $49.18 cap—mean the number of shares surrendered at maturity will vary materially with market price. If shares trade below the floor, up to 1.5 million shares could be delivered, representing a potential source of share supply. The filing does not quantify potential accounting or tax impacts, nor indicate whether the Company will repurchase shares or otherwise offset dilution.

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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): August 28, 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 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 August 28, 2025, 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 1,500,000 shares of the Company’s common stock, $0.0001 par value per share (the “Company Common Stock”), representing approximately 7% 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 August 28, 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 1,500,000 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 $24,107,850. 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 $18.21 per share and the cap price of $49.18 per share. This means that if, on or about August 28, 2028, the per share price of the Company’s Common Stock is (i) $49.18, Mr. Noto could surrender 555,409 shares, or (ii) $18.21 or lower, Mr. Noto could surrender 1,500,000 shares. Mr. Noto will not participate in the performance of the Pledged Shares above the cap price of $49.18 or below the floor price of $18.21 unless he elects to settle the contract in cash.

From time to time, Mr. Noto may enter into prepaid variable forward contracts because the 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 four years.

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: August 29, 2025			By:			/s/ Christopher Lapointe
			Name:			Christopher Lapointe
			Title:			Chief Financial Officer

FAQ

What did SoFi (SOFI) disclose about Mr. Noto's transaction?

The filing states Mr. Noto entered a prepaid variable forward maturing on August 28, 2028, pledged 1,500,000 shares, and received $24,107,850 upfront.

Will Mr. Noto keep voting and dividend rights on the pledged shares?

Yes. The filing explicitly states he will retain all voting, dividend, and other rights in the pledged shares during the pledge term.

How is the number of shares to be delivered at maturity determined?

Share delivery is determined by the stock price relative to a $18.21 floor and a $49.18 cap; at the cap he could surrender 555,409 shares, at or below the floor up to 1,500,000 shares.

Did Mr. Noto sell Company stock previously?

According to the filing, Mr. Noto has not sold any Company Common Stock since joining in early 2018 and purchased 2,775,307 shares in the open market over the past four years.

Does the filing state whether the contract may be settled in cash?

Yes. It states Mr. Noto may elect to settle the contract in cash instead of delivering shares at maturity.