Anthony Noto Enters $24.1M Prepaid Forward; 1.5M SOFI Shares Pledged

Rhea-AI Filing Summary

Anthony Noto, Chief Executive Officer and director of SoFi Technologies, Inc. (SOFI), entered into a prepaid variable forward contract on 08/28/2025 that pledges 1,500,000 shares of SoFi common stock as collateral and provides an upfront cash payment of $24,107,850. The contract matures on or about 08/28/2028. During the pledge term the Reporting Person retains voting, dividend and other rights in the pledged shares. If the Reporting Person elects physical settlement, the number of shares deliverable at maturity depends on the settlement price relative to a Cap Level of $49.18 and a Floor Level of $18.21: if the settlement price is at or below the floor the full 1,500,000 base amount would be delivered; other formulas apply if the price falls between or exceeds the cap.

Positive

• Upfront liquidity: Reporting Person received $24,107,850 in cash upon entering the contract
• Retained rights: Reporting Person retains voting and dividend rights in the pledged shares during the pledge term

Negative

• Shares encumbered: 1,500,000 SoFi shares are pledged as the Base Amount under the contract
• Potential future delivery: Depending on the settlement price, up to 1,500,000 shares may be delivered at maturity, which could reduce beneficial ownership

Insights

Financial Analyst

TL;DR: CEO pledged 1.5M shares in a prepaid variable forward for $24.1M cash; settlement depends on future stock price between defined floor and cap.

The transaction converts equity exposure into immediate liquidity while preserving voting and dividend rights during the pledge term. The contract uses a standard variable-delivery structure with a $18.21 floor and $49.18 cap, meaning the ultimate share delivery is price-dependent at maturity around 2028. For investors, this is a financing/hedging action by an insider rather than an outright sale, so it changes near-term insider cash position without immediate reduction in public float.

Corporate Governance Expert

TL;DR: CEO executed a pledged-share prepaid forward; voting and dividend rights retained, but 1.5M shares are encumbered until maturity.

This disclosure shows an encumbrance on 1,500,000 shares to secure contractual obligations to a third-party dealer. The Reporting Person retains governance rights during the pledge, which preserves normal insider participation in corporate matters. The filing is transparent about settlement mechanics and cash proceeds, meeting Section 16 disclosure expectations. The arrangement could result in future delivery of shares or cash settlement depending on the Reporting Person's election and the formula tied to market price.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Noto Anthony

(Last) (First) (Middle)

C/O SOFI TECHNOLOGIES, INC.

234 1ST STREET

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SoFi Technologies, Inc. [ SOFI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Prepaid Forward Contract	(1)(2)(3)	08/28/2025		J/K(1)(2)(3)		1,500,000		(1)(2)(3)	(1)(2)(3)	Common Stock	1,500,000	(1)(2)(3)	1,500,000	D

Explanation of Responses:

1. On August 28, 2025, the Reporting Person entered into a prepaid variable forward contract with an unaffiliated third-party dealer. The contract obligates the Reporting Person to deliver shares of the Issuer's Common Stock or, at the Reporting Person's election, settle the contract in cash, on a settlement date on or about August 28, 2028 (the "Maturity Date"). In exchange, the Reporting Person will receive an upfront cash payment of $24,107,850. The Reporting Person pledged 1,500,000 shares of the Issuer's Common Stock (the "Pledged Shares" or the "Base Amount") to secure his obligations under the contract. The Reporting Person will retain all voting, dividend and other rights in the Pledged Shares during the term of the pledge.

2. If the Reporting Person does not elect to settle the contract in cash, the number of shares of the Issuer's Common Stock that may be delivered by the Reporting Person following the Maturity Date will generally be determined as follows: (a) if the closing price of shares of the Issuer's Common Stock prior to the Maturity Date (the "Settlement Price") is less than $49.18 ("Cap Level") but greater than $18.21 ("Floor Level"), the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to the Base Amount multiplied by a ratio equal to the Floor Level divided by the Settlement Price;

3. (continued from footnote 2 on this Form 4) (b) if the Settlement Price is equal to or greater than the Cap Level on the Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Level and (B) the excess, if any, of the Settlement Price over the Cap Level, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Level on the Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to the Base Amount.

Remarks:

	/s/ Deanna M. Smith, Attorney-in-Fact	08/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Anthony Noto report on Form 4 for SOFI?

He reported entering a prepaid variable forward contract on 08/28/2025 that pledges 1,500,000 SoFi shares and resulted in an upfront cash payment of $24,107,850.

When does the prepaid variable forward mature for the SOFI transaction?

The contract has a settlement date on or about 08/28/2028.

Will Anthony Noto keep voting and dividend rights on the pledged SOFI shares?

Yes. The filing states the Reporting Person 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 settlement determined?

If not cash-settled, delivery depends on the Settlement Price versus a Cap Level of $49.18 and a Floor Level of $18.21, with formulas in the filing determining the shares deliverable.

Who signed the Form 4 filing for Anthony Noto?

The Form 4 was signed by Deanna M. Smith, Attorney-in-Fact on 08/28/2025.