SoFi Technologies Files 8-K: Regulation FD Disclosure

TL;DR

SoFi dropped an 8-K on Dec 16th for a Reg FD disclosure. Keep an eye out.

AI Summary

SoFi Technologies, Inc. filed an 8-K on December 16, 2024, reporting a Regulation FD Disclosure. The filing was made on December 17, 2024, and pertains to events on December 16, 2024. The company, formerly known as Social Capital Hedosophia Holdings Corp. V, is incorporated in Delaware and headquartered in San Francisco, California.

Why It Matters

This filing indicates a disclosure event under Regulation FD, which ensures that material non-public information is disseminated to all investors simultaneously.

Risk Assessment

Risk Level: low — This is a standard regulatory filing and does not inherently indicate new risks for the company.

Key Players & Entities

• SoFi Technologies, Inc. (company) — Registrant
• Social Capital Hedosophia Holdings Corp. V (company) — Former company name
• December 16, 2024 (date) — Date of earliest event reported
• December 17, 2024 (date) — Filing date
• 234 1st Street San Francisco, California 94105 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common stock, $0.0001 par value per share SOFI The Nasdaq Glo
• $22,463,200 — will receive an upfront cash payment of $22,463,200. Mr. Noto will retain all voting, divid
• $13.06 — on Stock relative to the floor price of $13.06 per share and the cap price of $30.74 p
• $30.74 — f $13.06 per share and the cap price of $30.74 per share. This means that if, on or ab

Filing Documents

• sofi-20241216.htm (8-K) — 26KB
• 0001818874-24-000256.txt ( ) — 146KB
• sofi-20241216.xsd (EX-101.SCH) — 2KB
• sofi-20241216_lab.xml (EX-101.LAB) — 21KB
• sofi-20241216_pre.xml (EX-101.PRE) — 12KB
• sofi-20241216_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 16, 2024, 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 2,000,000 shares of the Company's common stock, $0.0001 par value per share (the "Company Common Stock"), representing approximately 10% 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 February 7, 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 2,000,000 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 $22,463,200. 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 $13.06 per share and the cap price of $30.74 per share. This means that if, on or about February 7, 2028, the per share price of the Company's Common Stock is (i) $30.74 or greater, Mr. Noto could surrender 849,707 shares, or (ii) $13.06 or lower, Mr. Noto could surrender 2,000,000 shares. Mr. Noto will not participate in the performance of the Pledged Shares above th

View Full Filing

View this 8-K filing on SEC EDGAR