SoFi Technologies Inc
For the period ended Dec 31, 2024. Filed Feb 24, 2025.
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FY2024 · Filed Feb 24, 2025
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Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this report:
(1) Financial Statements:
See “Index to Financial Statements” in Part II, Item 8.
(2) Financial Statement Schedules:
Separate financial statement schedules have been omitted either because they are not applicable or because the required information is included in the consolidated financial statements.
(3) Index to Exhibits:
The following exhibits are filed herewith, or were previously filed and are hereby incorporated by reference.
| Exhibit No. | Description | Form | File Number | Date of Filing | Exhibit/Annex Number Reference |
|---|---|---|---|---|---|
| 2.1+ | Agreement and Plan of Merger, dated as of January 7, 2021, by and among Social Capital Hedosophia Holdings Corp. V, Plutus Merger Sub Inc. and Social Finance, Inc. | S-4 | 333-252009 | January 11, 2021 | Annex A |
| 2.2 | First Amendment to Agreement and Plan of Merger, dated as of March 16, 2021, by and among Social Capital Hedosophia Holdings Corp. V, Plutus Merger Sub Inc. and Social Finance, Inc. | 8-K | 001-39606 | March 16, 2021 | 2.1 |
| 2.3 | Agreement and Plan of Merger and Reorganization, dated as of April 6, 2020, by and among Social Finance, Inc., SFI Acquisition Co., Inc., SFI Financial Technologies LLC, and Shareholder Representative Services LLC | S-1 | 333-257092 | June 14, 2021 | 2.3 |
| 2.4+ | Agreement and Plan of Merger and Reorganization, dated as of February 19, 2022, by and among SoFi Technologies, Inc., Technisys S.A., Atom New Delaware, Inc., Atom Merger Sub Corporation and Fortis Advisors LLC, as representative | 8-K | 001-39606 | February 24, 2022 | 2.1 |
| 3.1 | Certificate of Incorporation of SoFi Technologies, Inc. | 8-K | 001-39606 | June 4, 2021 | 3.1 |
| 3.2 | By-Laws of SoFi Technologies, Inc. | 8-K | 001-39606 | June 4, 2021 | 3.2 |
| 4.1 | Specimen Common Stock Certificate of SoFi Technologies, Inc. | S-4/A | 333-252009 | February 10, 2021 | 4.6 |
| 4.2 | Form of Amended and Restated Warrant to Purchase Stock, by and among SoFi Technologies, Inc., Social Finance, Inc. and the Investor named therein | S-4 | 333-252009 | January 11, 2021 | Annex M |
| 4.3 | Indenture, dated as of October 4, 2021, between SoFi Technologies, Inc. and U.S. Bank National Association, as Trustee | 8-K | 001-39606 | October 4, 2021 | 4.1 |
| 4.4 | Form of Note representing the 0.00% Convertible Senior Notes due 2026 (included as Exhibit A) | 8-K | 001-39606 | October 4, 2021 | 4.2 |
| 4.5 | Description of Registered Securities | 10-K | 001-39606 | March 1, 2022 | 4.5 |
| 4.6 | Indenture, dated as of March 8, 2024, between SoFi Technologies, Inc. and U.S. Bank National Association, as Trustee | 8-K | 001-39606 | March 8, 2024 | 4.1 |
| 4.7 | Form of Certificate representing the 1.25% Convertible Senior Notes due 2029 (included as Exhibit A) | 8-K | 001-39606 | March 8, 2024 | 4.2 |
| 10.1 | Form of Confirmation for Capped Call Transactions | 8-K | 001-39606 | October 4, 2021 | 10.1 |
| 10.2‡ | Amended and Restated 2021 Stock Option and Incentive Plan and forms of agreement thereunder | 10-Q | 001-39606 | November 9, 2022 | 10.1 |
| 10.3 | Form of Subscription Agreement, by and between the Registrant and the undersigned subscriber party thereto | S-4 | 333-252009 | January 11, 2021 | Annex D |
| 10.4 | Shareholders’ Agreement, dated as of May 28, 2021, by and among the Registrant, SCH Sponsor V LLC, and the parties identified on the signature pages thereto | 8-K | 001-39606 | June 4, 2021 | 10.4 |
| 10.5 | Amended and Restated Series 1 Preferred Stock Investors’ Agreement, dated as of January 7, 2021, by and among the Registrant and the investors listed on Schedule 1 thereto | S-4 | 333-252009 | January 11, 2021 | Annex H |
| 10.6 | Amended and Restated Registration Rights Agreement, dated as of May 28, 2021, by and among the Registrant, SCH Sponsor V LLC, certain former stockholders of Social Finance, Inc., as set forth on Schedule 1 thereto, Jay Parikh, Jennifer Dulski and the parties set forth on Schedule 2 thereto | 8-K | 001-39606 | June 4, 2021 | 10.5 |
| 10.7 | Series 1 Registration Rights Agreement, dated as of May 28, 2021, by and among the Registrant and certain former stockholders of Social Finance, Inc., as set forth on Schedule 1 thereto | 8-K | 001-39606 | June 4, 2021 | 10.6 |
| 10.8‡ | Social Finance, Inc. 2011 Stock Plan and forms of agreements thereunder | S-4 | 333-252009 | January 11, 2021 | 10.17 |
| 10.9‡ | Director Deferred Compensation Plan of SoFi Technologies, Inc., effective as of January 1, 2023 | 10-Q | 001-39606 | May 10, 2023 | 10.1 |
| Exhibit No. | Description | Form | File Number | Date of Filing | Exhibit/Annex Number Reference |
|---|---|---|---|---|---|
| 10.10† | Stadium Complex Cornerstone Naming Rights and Sponsorship Agreement, dated as of September 14, 2019, by and between Stadco LA, LLC and Social Finance, Inc. | S-1 | 333-257092 | June 14, 2021 | 10.12 |
| 10.11 | First Amendment to Stadium Complex Cornerstone Naming Rights and Sponsorship Agreement | 10-Q | 001-39606 | November 9, 2022 | 10.2 |
| 10.12 | Amended and Restated Revolving Credit Agreement, dated April 28, 2023, among SoFi Technologies, Inc., the lenders party thereto, the issuing banks party thereto and Goldman Sachs Bank USA, as administrative agent | 10-Q | 001-39606 | May 10, 2023 | 10.2 |
| 10.13 | Office Lease One Tehama, dated as of August 6, 2018, by and between 246 First Street (SF) Owner LLC and Social Finance, Inc. | S-1 | 333-257092 | June 14, 2021 | 10.14 |
| 10.14 | First Amendment to Office Lease One Tehama, dated as of March 28, 2019, by and between 246 First Street (SF) Owner LLC and Social Finance, Inc. | S-1 | 333-257092 | June 14, 2021 | 10.15 |
| 10.15‡ | Amended and Restated Offer of Employment Letter dated as of February 26, 2018 by and between Social Finance, Inc. and Anthony Noto | S-1 | 333-257092 | June 14, 2021 | 10.16 |
| 10.16‡ | Offer Letter dated as of May 29, 2018 by and between Social Finance, Inc. and Christopher Lapointe | S-1 | 333-257092 | June 14, 2021 | 10.17 |
| 10.17‡ | CFO Promotion Letter dated as of September 14, 2020 by and between Social Finance, Inc. and Christopher Lapointe | S-1 | 333-257092 | June 14, 2021 | 10.18 |
| 10.18‡ | Form of Indemnification Agreement | 8-K | 001-39606 | June 4, 2021 | 10.1 |
| 10.19 | Form of Confirmation for Capped Call Transactions | 8-K | 001-39606 | March 8, 2024 | 10.1 |
| 10.20 | Form of Unwind Agreement | 8-K | 001-39606 | March 8, 2024 | 10.2 |
| 10.21‡ | SoFi Technologies, Inc. 2024 Employee Stock Purchase Plan | DEF 14A | 001-39606 | April 8, 2024 | Appendix A |
| 10.22‡ | Form of Performance Stock Unit Award Agreement Under the Amended and Restated 2021 Stock Option and Incentive Plan for SoFi Technologies, Inc. | 10-Q | 001-39606 | May 7, 2024 | 10.3 |
| 10.23‡ | SoFi Technologies, Inc. Executive Severance Plan | 10-Q | 001-39606 | August 6, 2024 | 10.1 |
| 10.24‡ | Form of Offer Letter Amendment for Executive Officers | 10-Q | 001-39606 | November 7, 2024 | 10.1 |
| 10.25‡* | Offer Letter, dated as of May 17, 2021, by and between Galileo Financial Technologies, LLC and Derek White | ||||
| 19.1* | SoFi Technologies, Inc. Securities Trading and Section 16 Compliance Policy | ||||
| 21* | List of Subsidiaries of the Registrant | ||||
| 23* | Consent of Independent Registered Public Accounting Firm | ||||
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.2* | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 97.1 | Compensation Recovery Policy effective as of October 2, 2023 | 10-K | 001-39606 | February 27, 2024 | 97.1 |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| Exhibit No. | Description | Form | File Number | Date of Filing | Exhibit/Annex Number Reference |
|---|---|---|---|---|---|
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 104* | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
- Filed herewith.
- Schedules and exhibits have been omitted pursuant to Item 601(a)(5) or 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
† Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.
‡Indicates a management contract or compensatory plan.
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