8-K - SOFI - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

__________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 29, 2025

SoFi Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware<br><br>(State or other jurisdiction<br><br>of incorporation)	001-39606<br><br>(Commission<br><br>File Number)	98-1547291<br><br>(I.R.S. Employer<br><br>Identification No.)
234 1st Street<br><br>San Francisco, California		94105
(Address of principal executive offices)		(Zip Code)

(855) 456-7634

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange<br>on which registered
Common stock, $0.0001 par value per share	SOFI	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On July 29, 2025, SoFi Technologies, Inc. (the “Company”) announced that it intends to offer for sale in an underwritten public offering (the “Offering”) $1.5 billion of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). On July 29, 2025, the Company announced that it priced the Offering. In connection with the Offering, the Company has granted the underwriters a 30-day option to purchase up to an additional 15% of the shares of Common Stock offered in the Offering. The shares of Common Stock in the Offering are being offered pursuant to a prospectus supplement which amends and supplements the prospectus dated July 29, 2025 that forms a part of the Company’s Registration Statement on Form S-3 (Registration No. 333-289046). The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital and other business opportunities.

A copy of the press release issued by the Company, dated July 29, 2025, announcing the launch of the Offering is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

A copy of the press release issued by the Company, dated July 29, 2025, announcing the pricing of the Offering is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Launch Press Release, dated July 29, 2025
99.2	Pricing Press Release, dated July 29, 2025
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

Forward-Looking Statements Involving Known and Unknown Risks and Uncertainties

This Current Report on Form 8-K includes forward-looking statements. Forward-looking statements represent the Company’s current expectations regarding future events, including the proposed offering of shares of common stock, 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 the Company will be those that it has anticipated. Among those risks and uncertainties are market conditions and competition, including market interest rates, the Company’s ability to satisfy evolving member and technology platform client preferences or to keep pace with market trends, and risks relating to the Company’s business, including those described in periodic reports that the Company files from time to time with the Securities and Exchange Commission (the “SEC”). The proposed Offering described in this Current Report on Form 8-K may not be consummated and, if the proposed Offering is consummated, the Company cannot provide any assurances regarding the final terms of the Offering.

For additional information on these and other factors that could affect the Company’s actual results, see the risk factors set forth in the Company’s filings with the SEC, including the most recent Quarterly Report on Form 10-Q filed with the SEC on May 6, 2025. 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 the Company 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.

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: July 30, 2025	By:	/s/ Christopher Lapointe
	Name:	Christopher Lapointe
	Title:	Chief Financial Officer

Document

Exhibit 99.1

SoFi Technologies, Inc. Announces Public Offering of Common Stock

SAN FRANCISCO, Calif. – (BUSINESS WIRE) – July 29, 2025 – SoFi Technologies, Inc. (NASDAQ: SOFI) (“SoFi” or the “Company”) today announced an underwritten public offering of $1.5 billion of shares of its common stock. In connection with the offering, SoFi expects to grant the underwriter a 30-day option to purchase up to an additional 15% of the shares of common stock offered in the offering. All of the shares of common stock in the offering will be sold by SoFi. SoFi intends to use the net proceeds from the offering for general corporate purposes, including working capital and other business opportunities.

Goldman Sachs & Co. LLC (“Goldman”) will act as the underwriter in the offering. An automatic shelf registration statement on Form S-3 (Registration No. 333-289046) (including a base prospectus) became effective upon filing with the Securities and Exchange Commission on July 29, 2025. The offering will be made only by means of a preliminary prospectus supplement and a final prospectus supplement (together, the “prospectus supplement”) and an accompanying base prospectus. Before investing, prospective investors should read the preliminary prospectus supplement, the accompanying base prospectus and the documents incorporated by reference therein for more complete information about the Company and the offering. You may get these documents, including the prospectus supplement, for free by visiting EDGAR on the SEC website at www.sec.gov. Copies of the prospectus supplement, when available, and the accompanying prospectus relating to this offering may be obtained by contacting: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, Telephone: (866) 471-2526 or via email: prospectus-ny@ny.email.gs.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About SoFi

SoFi Technologies (NASDAQ: SOFI) is a one-stop shop for digital financial services on a mission to help people achieve financial independence to realize their ambitions. Over 11.7 million members trust SoFi to borrow, save, spend, invest, and protect their money – all in one app – and get access to financial planners, exclusive experiences, and a thriving community. Fintechs, financial institutions, and brands use SoFi’s technology platform Galileo to build and manage innovative financial solutions across 160 million global accounts.

SOFI-F

Forward-Looking Statements

This press release includes forward-looking statements. Forward-looking statements represent SoFi’s current expectations regarding future events, including the proposed offering of shares of common stock, 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 and competition, including market interest rates, SoFi’s ability to satisfy evolving member and technology platform client preferences or to keep pace with market trends, 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 forward-looking statements included in this press release speak only as of the date of this press release, and SoFi does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

Investor Relations

IR@sofi.com

Media

PR@sofi.com

Document

Exhibit 99.2

SoFi Technologies, Inc. Announces Pricing of Public Offering of Common Stock

SAN FRANCISCO, Calif. – (BUSINESS WIRE) – July 29, 2025 – SoFi Technologies, Inc. (NASDAQ: SOFI) (“SoFi” or the “Company”) today announced that it has priced its previously announced underwritten public offering of 71,942,450 shares of its common stock at a price of $20.85 per share, for total gross proceeds of approximately $1.5 billion, before deducting underwriting discounts and commissions and offering expenses payable by the company.

In addition, SoFi has granted the underwriters a 30-day option to purchase up to an additional 10,791,367 shares of its common stock at the public offering price, less underwriting discounts and commissions.

The offering is expected to close on July 31, 2025, subject to customary closing conditions. All of the shares of common stock in the offering will be sold by SoFi. SoFi intends to use the net proceeds from the offering for general corporate purposes, including working capital and other business opportunities.

Goldman Sachs & Co. LLC, Citigroup and Mizuho Securities USA LLC will act as the underwriters in the offering. An automatic shelf registration statement on Form S-3 (Registration No. 333-289046) (including a base prospectus) became effective upon filing with the Securities and Exchange Commission (“SEC”) on July 29, 2025. The offering is being made only by means of a preliminary prospectus supplement and a final prospectus supplement (together, the “prospectus supplement”) and an accompanying base prospectus. Before investing, prospective investors should read the preliminary prospectus supplement, the accompanying base prospectus and the documents incorporated by reference therein for more complete information about the Company and the offering. You may get these documents, including the prospectus supplement, for free by visiting EDGAR on the SEC website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained by contacting: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, Telephone: (866) 471-2526 or via email: prospectus-ny@ny.email.gs.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146); Mizuho c/o Mizuho Securities USA LLC at 1271 Avenue of the Americas, New York, New York 10020 (US-ECM@mizuhogroup.com), Attention: Equity Capital Markets.

About SoFi

SOFI-F

Forward-Looking Statements

that SoFi files from time to time with the Securities and Exchange Commission. The forward-looking statements included in this press release speak only as of the date of this press release, and SoFi does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

Investors

SoFi Investor Relations

IR@sofi.com

Media

SoFi Media Relations

PR@sofi.com