SoFi Technologies Reports Material Agreement and Equity Sales

TL;DR

SoFi inked a new deal, sold some stock, and filed financials. Big moves!

AI Summary

SoFi Technologies, Inc. entered into a material definitive agreement on March 4, 2024, related to a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. This 8-K filing details these significant corporate actions.

Why It Matters

This filing indicates new financial obligations and equity transactions for SoFi, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves new financial obligations and equity sales, which can introduce financial and market risks.

Key Players & Entities

• SoFi Technologies, Inc. (company) — Registrant
• March 4, 2024 (date) — Date of earliest event reported
• 001-39606 (other) — Commission File Number
• 98-1547291 (other) — I.R.S. Employer Identification No.
• Social Capital Hedosophia Holdings Corp. V (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common stock, $0.0001 par value per share SOFI The Nasdaq Glo
• $862.5 million — s") in an aggregate principal amount of $862.5 million. The aggregate principal amount of note
• $112.5 million — gate principal amount of notes includes $112.5 million aggregate principal amount of notes tha
• $845.3 m — ds from the offering were approximately $845.3 million, after deducting the initial purc
• $1,000 — ement Period") if the trading price per $1,000 principal amount of notes for each trad
• $9.45 — itial conversion price of approximately $9.45 per share of common stock. The 1 con
• $14.54 — set subject to a cap which initially is $14.54 per share, representing a premium of 10
• $600 million — ue 2026 (the "2026 notes"), to exchange $600 million in aggregate principal amount of 2026 n

Filing Documents

• sofi-20240304.htm (8-K) — 58KB
• sofiexhibit41.htm (EX-4.1) — 915KB
• sofiexhibit101.htm (EX-10.1) — 284KB
• sofiexhibit102.htm (EX-10.2) — 77KB
• cr1a.jpg (GRAPHIC) — 4KB
• cr2a.jpg (GRAPHIC) — 4KB
• cr31a.jpg (GRAPHIC) — 4KB
• cr32a.jpg (GRAPHIC) — 4KB
• cr4a.jpg (GRAPHIC) — 4KB
• cr5a.jpg (GRAPHIC) — 6KB
• 0001818874-24-000045.txt ( ) — 1674KB
• sofi-20240304.xsd (EX-101.SCH) — 2KB
• sofi-20240304_lab.xml (EX-101.LAB) — 21KB
• sofi-20240304_pre.xml (EX-101.PRE) — 12KB
• sofi-20240304_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture The notes were issued pursuant to, and are governed by, an indenture (the "Indenture"), dated as of March 8, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The notes will be the Company's unsecured, unsubordinated obligations and will be (i) equal in right of payment with the Company's existing and future unsecured, unsubordinated indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated in right of payment to the notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent that the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries. The notes will pay interest at a rate of 1.25%, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024. The notes will mature on March 15, 2029 (the "Maturity Date"), unless earlier repurchased, redeemed or converted. Prior to the close of business on the business day immediately preceding September 15, 2028 (the "Free Convertibility Date"), noteholders may convert their notes at their option only in the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on June 30, 2024, if the last reported sale price per share of the Company's common stock, $0.0001 par value per share (the "common stock") for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter, exceeds 130% of the conversion price then in effect on each applicable tr

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities . Sale of the Notes The information set forth in the Introductory Note and under the heading "Indenture" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Company offered and sold the notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended ("Securities Act"). The Company relied on this exemption from registration based in part on representations made by the initial purchasers. The notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of common stock that may be issued upon conversion of the notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 118,638,169 shares of common stock may be issued upon conversion of the notes, based on the initial maximum conversion rate of 137.5515 shares of common stock per $1,000 principal amount of notes, which is subject to customary anti-dilution adjustment provisions. Exchange Transactions The information under the heading "Exchange Transactions" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Company expects the issuance of shares of common stock pursuant to the Exchange Agreements to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) thereof. The Company is relying on this exemption from registration based in part on representations made by the holders of 2026 notes party to the Exchange Agreements. 4

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes forward-looking statements, including statements regarding the effects of the capped call transactions and the effects of entering into the exchange agreements and the unwind agreements and completing the transactions contemplated thereby as 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 the 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"). 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 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 4.1 Indenture, dated as of March 8, 2024, between SoFi Technologies, Inc. and U.S. Bank Trust Company, National Association, as Trustee 4.2 Form of Certificate representing the 1.25% Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1) 10.1 Form of Confirmation for Capped Call Transactions 10.2 Form of Unwind Agreement 104 Cover Page Interactive Data File (embedded within the inline XBRL document) 5 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 8, 2024 By: /s/ Christopher Lapointe Name: Christopher Lapointe Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR