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SOFI insider updates holdings after PSU vesting and tax withholding

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

SoFi Technologies (SOFI) reported an insider equity event by its Chief Executive Officer and Director. On November 5, 2025, 2,142,859 performance stock units were converted to common stock (Code M) as 33% of a 2021 PSU award vested after performance criteria were met. The company withheld 1,133,722 shares to cover taxes (Code F) at $27.16; these shares were not issued to or sold by the reporting person.

Following these transactions, the reporting person directly owned 11,347,906 shares of common stock. Derivative holdings included 4,285,719 PSUs remaining after the vesting event. PSUs convert into common stock on a one-for-one basis.

Positive

  • None.

Negative

  • None.
Insider Noto Anthony
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Performance Stock Units 2,142,859 $0.00 --
Exercise Common Stock 2,142,859 $0.00 --
Tax Withholding Common Stock 1,133,722 $27.16 $30.79M
Holdings After Transaction: Performance Stock Units — 4,285,719 shares (Direct); Common Stock — 12,481,628 shares (Direct)
Footnotes (1)
  1. Represents performance stock unit awards ("PSUs") granted to the Reporting Person, as disclosed on the Reporting Person's Form 4 filed on September 3, 2021. The amount of PSUs eligible for vesting under the PSU award is subject to the achievement of specified performance goals including the volume-weighted average closing price of our stock attaining certain prices over a 90-day trading period. On November 5, 2025, certain of the performance criteria was achieved which resulted in 33% of the shares subject to the PSU award vesting. PSUs convert into common stock on a one-for-one basis. Shares withheld to satisfy tax withholding obligation applicable to the vesting of stock-settled PSUs. These shares were not issued to or sold by the Reporting Person.
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Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
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)
11/05/2025
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
Common Stock 11/05/2025 M 2,142,859(1) A (2) 12,481,628 D
Common Stock 11/05/2025 F 1,133,722(3) D $27.16 11,347,906 D
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
Performance Stock Units (1) 11/05/2025 M 2,142,859 (1) (1) Common Stock 2,142,859 $0 4,285,719 D
Explanation of Responses:
1. Represents performance stock unit awards ("PSUs") granted to the Reporting Person, as disclosed on the Reporting Person's Form 4 filed on September 3, 2021. The amount of PSUs eligible for vesting under the PSU award is subject to the achievement of specified performance goals including the volume-weighted average closing price of our stock attaining certain prices over a 90-day trading period. On November 5, 2025, certain of the performance criteria was achieved which resulted in 33% of the shares subject to the PSU award vesting.
2. PSUs convert into common stock on a one-for-one basis.
3. Shares withheld to satisfy tax withholding obligation applicable to the vesting of stock-settled PSUs. These shares were not issued to or sold by the Reporting Person.
Remarks:
/s/ Deanna M. Smith, Attorney-in-Fact 11/07/2025
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did SOFI's CEO report on Form 4?

A vesting and conversion of 2,142,859 PSUs into common stock (Code M) on November 5, 2025, and tax withholding of 1,133,722 shares (Code F).

Were the withheld shares sold on the market?

No. The 1,133,722 shares were withheld to satisfy taxes and were not issued to or sold by the reporting person.

What triggered the PSU vesting at SOFI?

Performance criteria from a 2021 PSU award were met, leading to 33% of the award vesting based on stock price targets over a 90-day period.

How many SOFI shares does the insider own after the transactions?

Direct common stock holdings were 11,347,906 shares after the reported transactions.

How many PSUs remain after the vesting event?

The reporting person held 4,285,719 PSUs as derivative securities following the transactions.

What is the PSU conversion ratio at SOFI?

PSUs convert to common stock on a one-for-one basis.