SoFi Technologies Files 8-K

TL;DR

SoFi filed an 8-K on March 5th, updating corporate info and former name.

AI Summary

SoFi Technologies, Inc. filed an 8-K on March 5, 2024, reporting other events and financial statements. The filing details the company's corporate structure and provides contact information for its San Francisco headquarters. It also notes the company's former name, Social Capital Hedosophia Holdings Corp. V, and the date of its name change on July 22, 2020.

Why It Matters

This filing provides an update on SoFi's corporate information and regulatory disclosures, which is important for investors tracking the company's official communications.

Risk Assessment

Risk Level: low — This filing is primarily administrative and does not contain new material financial information or significant business developments.

Key Players & Entities

• SoFi Technologies, Inc. (company) — Registrant
• March 5, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 234 1st Street San Francisco , California 94105 (address) — Principal Executive Offices
• Social Capital Hedosophia Holdings Corp. V (company) — Former Company Name
• July 22, 2020 (date) — Date of Name Change

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common stock, $0.0001 par value per share SOFI The Nasdaq Glo
• $750 million — subject to market and other conditions, $750 million aggregate principal amount of convertib
• $112.5 million — option to purchase up to an additional $112.5 million aggregate principal amount of notes. In
• $600 million — due 2026 (the "2026 notes") to exchange $600 million in aggregate principal amount of 2026 n

Filing Documents

• sofi-20240305.htm (8-K) — 32KB
• march52024sofipressrelease.htm (EX-99.1) — 20KB
• 0001818874-24-000034.txt ( ) — 182KB
• sofi-20240305.xsd (EX-101.SCH) — 2KB
• sofi-20240305_lab.xml (EX-101.LAB) — 23KB
• sofi-20240305_pre.xml (EX-101.PRE) — 12KB
• sofi-20240305_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. Upon completion of the note issuance and the capped call transactions to be entered into in connection with the pricing of the notes (as defined below), the exchanges (as defined below), if completed as of the end of the fourth quarter of 2023, would have increased the total risk-based capital ratio of SoFi Technologies, Inc. ("SoFi" or the "Company") by more than 200 basis points from 15.3% to more than 17.3% on a pro forma basis, and are expected to be accretive to GAAP net income and tangible book value for the first quarter of 2024. The information in this Item 7.01 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information contained in this Item 7.01.

01 Other Events

Item 8.01 Other Events. On March 5, 2024, SoFi issued a press release announcing its intention to offer, subject to market and other conditions, $750 million aggregate principal amount of convertible senior notes due 2029 (the "notes") in a private offering only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and the related grant to the initial purchasers of the notes of an option to purchase up to an additional $112.5 million aggregate principal amount of notes. In connection with the pricing of the notes, the Company expects to enter into one or more privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or other financial institutions. Furthermore, SoFi announced that, prior to the notes offering, in separate, privately negotiated transactions, SoFi entered into exchange agreements with a limited number of holders of its 0% Convertible Senior Notes due 2026 (the "2026 notes") to exchange $600 million in aggregate principal amount of 2026 notes for shares of SoFi common stock (the "exchanges"). A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K does not and will not constitute an offer to sell, or the solicitation of an offer to buy, the notes, any shares of the Company's common stock issuable upon conversion of the notes, or any other securities, nor will there be any sale of the notes or any such shares or other securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful. Any offer will be made only by means of a private offering memorandum.

Forward-Looking Statements Involving Known and Unknown Risks and Uncertainties

Forward-Looking Statements Involving Known and Unknown Risks and Uncertainties This Current Report on Form 8-K includes forward-looking statements, including statements regarding the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering, the intended use of the proceeds and the anticipated terms of, and the effects of entering into, the capped call transactions and the exchanges described above. Forward-looking statements represent SoFi's current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements, and there can be no assurance that future developments affecting SoFi will be those that it has anticipated. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of SoFi's common stock and risks relating to SoFi's business, including those described in periodic reports that SoFi files from time to time with the Securities and Exchange Commission (the "SEC"). SoFi may not consummate the proposed offering described in this Current Report on Form 8-K and, if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the offering or the notes or its ability to effectively apply the net proceeds of the offering. For additional information on these and other factors that could affect SoFi's actual results, see the risk factors set forth in SoFi's filings with the SEC, including the most recent Annual Report filed with the SEC on February 27, 2024. The forward-looking statements included in this Current Report on Form 8-K speak only as of 1 the date of this Current Report on Form 8-K, and SoFi does not undertake to update the statements included in this Current Report on Form 8-K for subsequent developments, except as may be required by law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press release dated March 5, 2024 by SoFi Technologies, Inc. 104 Cover Page Interactive Data File (embedded within the inline XBRL document) 2 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: March 5, 2024 By: /s/ Christopher Lapointe Name: Christopher Lapointe Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR