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What changed in SoFi Technologies, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of SoFi Technologies, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+1094 added−970 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-24)

Top changes in SoFi Technologies, Inc.'s 2025 10-K

1094 paragraphs added · 970 removed · 787 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

156 edited+54 added−28 removed166 unchanged
Biggest changeWhere we have obtained licenses, state licensing statutes may impose a variety of requirements and restrictions on us, including: • record-keeping requirements; • restrictions on servicing and collection practices, including limits on finance charges and fees; • restrictions on collections; • usury rate caps to the extent the non-bank subsidiary originates loans; • restrictions on permissible terms in consumer agreements; • disclosure requirements; • examination requirements; • surety bond and minimum net worth requirements; • permissible investment requirements; • financial reporting requirements; • annual or biennial activity reporting and license renewal requirements; • notification and approval requirements for changes in principal officers, directors, stock ownership or corporate control; • restrictions on marketing and advertising; • qualified individual requirements; • anti-money laundering and compliance program requirements; • data security and privacy requirements; and • review requirements for loan forms and other customer-facing documents.
Biggest changeWhere we have obtained or may in the future obtain licenses, state licensing statutes may impose a variety of requirements and restrictions on us, including: • record-keeping requirements; • restrictions on servicing and collection practices, including limits on finance charges and fees; • restrictions on collections; • restrictions on permissible terms in consumer agreements; • disclosure requirements; • examination requirements; • surety bond and minimum net worth requirements; • permissible investment requirements; • financial reporting requirements; • reporting and license renewal requirements; 20 SoFi Technologies, Inc.
On January 1, 2023, SoFi Bank began operating under a five-year CRA strategic plan which includes measurable goals relating to: (i) CD Lending and CD Investments, (ii) CD Contributions, (iii) CD Services, (iv) Small Business Lending, and (v) Retail Services and Products.
On January 1, 2023, SoFi Bank began operating under a five-year CRA strategic plan which includes five measurable goals relating to: (i) CD Lending and CD Investments, (ii) CD Contributions, (iii) CD Services, (iv) Small Business Lending, and (v) Retail Services and Products.
Section 1025 of the Dodd-Frank Act and the CFPB’s interpretations thereof provide that the CFPB has authority to examine any insured depository institution and with total assets of more than $10 billion for four consecutive quarters and any affiliate thereof.
Section 1025 of the Dodd-Frank Act and the CFPB’s interpretations thereof provide that the CFPB has authority to examine any insured depository institution with total assets of more than $10 billion for four consecutive quarters and any affiliate thereof.
If, after being so notified, an institution fails to submit an acceptable compliance plan or fails in any material respect to implement an acceptable compliance plan, the agency must issue an order restricting asset growth, requiring an institution to increase its ratio of tangible equity to assets or directing action to correct the deficiency and may issue an order other actions of the types to which an undercapitalized institution is subject under the “prompt corrective action” provisions of the FDIA.
If, after being so notified, an institution fails to submit an acceptable compliance plan or fails in any material respect to implement an acceptable compliance plan, the agency must issue an order restricting asset growth, requiring the institution to increase its ratio of tangible equity to assets or directing action to correct the deficiency and may issue an order requiring other actions of the types to which an undercapitalized institution is subject under the “prompt corrective action” provisions of the FDIA.
If a financial holding company or any depository institution subsidiary of a financial holding company fails to remain well capitalized and well managed, the Federal Reserve may impose such limitations on the conduct or activities of the financial holding company as the Federal Reserve determines to be appropriate, and the company and its affiliates may not commence any new activity or acquire control of shares of any company engaged in any activity that is authorized particularly for financial holding companies without first obtaining the approval of the Federal Reserve.
If a financial holding company or any depository institution subsidiary of a financial holding company fails to remain well capitalized and well managed, the Federal Reserve may impose such limitations on the conduct or activities of the financial holding company as the Federal Reserve determines to be appropriate, and the bank holding company and its affiliates may not commence any new activity or acquire control of shares of any company engaged in any activity that is authorized particularly for financial holding companies without first obtaining the approval of the Federal Reserve.
International Operations While we primarily operate in the United States, we also operate internationally in Latin America and Canada, largely through our Technology Platform segment, as well as in Hong Kong through SoFi Holdings (Hong Kong) Limited (an investment business). Our Differentiation In order to build best-in-class offerings, we focus on four differentiators: fast, selection, content and convenience.
International Operations While we primarily operate in the United States, we also operate internationally in Latin America, Canada and Switzerland, largely through our Technology Platform segment, as well as in Hong Kong through SoFi Holdings (Hong Kong) Limited (an investment business). Our Differentiation In order to build best-in-class offerings, we focus on four differentiators: fast, selection, content and convenience.
Technology Platform Segment We provide technology platform services through a diversified suite of offerings which include an event and authorization platform accessed via application programming interfaces, a cloud-native digital and core banking platform and services related to both platforms. Our customers include financial institutions, government entities and non-financial institutions in primarily North America and Latin America.
Technology Platform Segment We provide technology platform services through a diversified suite of offerings which include an event and authorization platform accessed via application programming interfaces, a cloud-native digital and core banking platform and services related to both platforms. Our customers and partners include financial institutions, government entities and non-financial institutions primarily in North America and Latin America.
We face competition from brokerage platforms that provide some of the same features as us, such as a mobile brokerage experience, robo-investing, fractional share investing and options trading. In addition, the leading incumbent brokerage firms are larger, have been in business longer and generally have greater brand awareness than us.
We face competition from brokerage platforms that provide some of the same features as us, such as a mobile brokerage experience, robo-investing, fractional share investing, crypto investing and options trading. In addition, the leading incumbent brokerage firms are larger, have been in business longer and generally have greater brand awareness than us.
The key current and expected financial benefits to us of operating a national bank include: (i) lowering our cost to fund loans, as we can utilize deposits held at SoFi Bank to fund loans, which generally have a lower borrowing cost of funds than warehouse and securitization financing, (ii) increasing our flexibility to hold loans on our balance sheet for longer periods, thereby enabling us to earn interest on these loans for a longer period, (iii) supporting origination volume growth by providing an alternative financing option, while also maintaining our warehouse capacity, and (iv) through deposits, providing us with meaningful member data that can allow us to better serve our members’ financial needs.
The key current and expected financial benefits to us of operating a national bank include: (i) lowering our cost to fund loans, as we can utilize deposits held at SoFi Bank to fund loans, which generally have a lower borrowing cost of funds than warehouse and securitization financing, (ii) increasing our flexibility to hold loans on our balance sheet for longer periods, thereby enabling us to earn interest on these loans for a longer period, (iii) supporting origination volume growth by providing an alternative financing option, while also maintaining our warehouse capacity, and (iv) through deposits, providing us with a channel to obtain meaningful member data that can allow us to better serve our members’ financial needs.
We offer personal loans, student loans, home loans and related servicing and offer a variety of financial services products, such as SoFi Money, SoFi Credit Card, SoFi Invest and SoFi Relay, that provide more daily interactions with our members, as well as products and capabilities, such as SoFi At Work, that are designed to appeal to enterprises.
We offer personal loans, student loans, home loans and related servicing and offer a variety of financial services products, such as SoFi Money, SoFi Credit Card, SoFi Crypto, SoFi Invest and SoFi Relay, that provide more daily interactions with our members, as well as products and capabilities, such as SoFi At Work, that are designed to appeal to enterprises.
The Advisers Act and the Exchange Act generally grant the SEC broad administrative powers, including the power to limit or restrict an investment adviser or our broker-dealer from conducting advisory or brokerage activities, respectively, in the event they fail to comply with federal securities laws.
The Advisers Act and the Exchange Act generally grant the SEC broad administrative powers, including the power to limit or restrict an investment adviser or broker-dealer from conducting advisory or brokerage activities, respectively, in the event they fail to comply with federal securities laws.
Our investment advisers and our broker-dealer are also subject to other requirements under the Advisers Act and the Exchange Act, respectively, and related regulations. These additional requirements relate to matters including maintaining effective and comprehensive compliance programs, record-keeping and reporting and disclosure requirements.
Our Investment Adviser and our broker-dealer are also subject to other requirements under the Advisers Act and the Exchange Act, respectively, and related regulations. These additional requirements relate to matters including maintaining effective and comprehensive compliance programs, record-keeping and reporting and disclosure requirements.
We earn technology product and solutions revenue through the use of the platforms, either as a stand ready obligation, or from overall license and maintenance fee service arrangements related to those respective platforms.
We earn technology product and solutions fee-based revenue through the use of the platforms, either as a stand ready obligation, or from overall license and maintenance fee service arrangements related to those respective platforms.
Within student loan refinancing, we generally offer loan sizes of $5,000 or higher, subject to legal and/or licensing requirements, with terms generally ranging from 5 to 20 years. Within in-school loans, we generally offer loan sizes of $1,000 or higher, subject to legal and/or licensing requirements, with terms generally ranging from 5 to 15 years.
Within student loan refinancing, we generally offer loan sizes of $5,000 or higher, subject to legal and/or licensing requirements, with terms generally ranging from 5 to 20 years. Within in-school loans, we generally offer loan sizes of $1,000 or higher, subject to legal and/or licensing requirements, with terms generally ranging from 5 to 20 years.
We believe SoFi Checking and Savings accounts held at SoFi Bank are attractive to our members and prospective members due to our differentiated offerings, including competitive interest rates, access to expanded FDIC insurance coverage of up to $2 million through our Insured Deposit Program and the convenience and benefits of being part of a cohesive, simplified financial ecosystem within our mobile platform.
We believe SoFi Checking and Savings accounts held at SoFi Bank are attractive to our members and prospective members due to our differentiated offerings, including competitive interest rates, access to expanded FDIC insurance coverage of up to $3 million through our Insured Deposit Program and the convenience and benefits of being part of a cohesive, simplified financial ecosystem within our mobile platform.
We strive to provide both external candidates and internal employees who are seeking a different role with challenging and stimulating career opportunities. These opportunities range from internship programs for students to entry-level, management and executive careers. Attracting talent from diverse backgrounds and perspectives is important to us, and aligns with one of our core values.
We strive to provide both external candidates and internal employees who are seeking a different role with challenging and stimulating career opportunities. These opportunities range from internship programs for students to entry-level, management and executive careers. Attracting talent from all backgrounds and perspectives is important to us, and aligns with one of our core values.
We employ and contract with mortgage loan originators which are required by state and federal law to be licensed as mortgage loan originators in the relevant jurisdictions where they operate. To obtain and maintain licensure, the mortgage loan originator must meet the minimum education, experience and character requirements set forth by the relevant state’s law, and periodically renew their licenses.
We employ and contract with mortgage loan originators who are required by state and federal law to be licensed as mortgage loan originators in the relevant jurisdictions where they operate. To obtain and maintain licensure, the mortgage loan originator must meet the minimum education, experience and character requirements set forth by the relevant state’s law, and periodically renew their licenses.
SoFi Securities is subject to Rule 15c3-1 under the Exchange Act, the “SEC Net Capital Rule”, which requires the maintenance of minimum levels of net capital. The SEC Net Capital Rule is designed to protect members, counterparties, and creditors by requiring a broker-dealer to have sufficient liquid resources available to satisfy its financial obligations.
SoFi Securities is subject to Rule 15c3-1 under the Exchange Act, the “SEC Net Capital Rule”, which requires the maintenance of minimum levels of net capital. The SEC Net Capital Rule is designed to protect customers, counterparties, and creditors by requiring a broker-dealer to have sufficient liquid resources available to satisfy its financial obligations.
As a financial holding company, the Company is authorized to engage in a broader set of financial activities than a bank holding company that has not elected to be treated as a financial holding company, including insurance underwriting and broker-dealer services as well as activities that are jointly determined by the Federal Reserve and the U.S.
As a financial holding company, the Company is authorized to engage in a broader set of financial activities than a bank holding company that has not elected to be treated as a financial holding company, including insurance underwriting, broker-dealer services and acting as a finder as well as activities that are jointly determined by the Federal Reserve and the U.S.
These reports can also be found on the SEC’s website at www.sec.gov. The content of any websites referred to in this report is not incorporated by reference into this report or any other report filed with or furnished to the SEC. 26 SoFi Technologies, Inc. TABLE OF CONTENTS
These reports can also be found on the SEC’s website at www.sec.gov. The content of any websites referred to in this report is not incorporated by reference into this report or any other report filed with or furnished to the SEC. 28 SoFi Technologies, Inc. TABLE OF CONTENTS
The existence of comprehensive privacy laws in different U.S. states would make our compliance obligations more complex and costly and may increase the likelihood that we may be subject to enforcement actions, civil litigation or otherwise incur liability for noncompliance.
TABLE OF CONTENTS The existence of comprehensive privacy laws in different U.S. states would make our compliance obligations more complex and costly and may increase the likelihood that we may be subject to enforcement actions, civil litigation or otherwise incur liability for noncompliance.
Competition We compete at multiple levels, including: (i) competition among other personal loan, student loan, credit card and residential lenders, (ii) competition for deposits among other banks, some challenger banks and a variety of technology and retail companies, (iii) competition with social media and other commerce platforms and applications that offer peer-to-peer, in-app and social commerce payment capabilities, (iv) competition for investment accounts among other introductory brokerage firms and a variety of technology and other companies, (v) competition for subscribers to financial services content, and (vi) competition among other technology platforms for the enterprise services we provide, such as platform as a service and cloud-native digital and core banking services.
Competition We compete at multiple levels, including: (i) competition among other personal loan, student loan, credit card and residential lenders, (ii) competition for deposits among other banks, some challenger banks and a variety of technology and retail companies, (iii) competition with social media and other commerce platforms and applications that offer peer-to-peer, in-app and social commerce payment capabilities, (iv) competition for investment accounts among other introductory brokerage firms and a variety of technology and other companies, (v) competition with other digital asset trading platforms and banks that offer digital asset trading and other services and products, (vi) competition for subscribers to financial services content, and (vii) competition among other technology platforms for the enterprise services we provide, such as platform as a service and cloud-native digital and core banking services.
TABLE OF CONTENTS Environmental, Social, and Corporate Governance Sustainable business practices are embedded into our day-to-day operations, as we continue to make critical investments in our team and infrastructure to be further able to scale and support new avenues of growth.
Environmental, Social, and Corporate Governance Sustainable business practices are embedded into our day-to-day operations, as we continue to make critical investments in our team and infrastructure to be further able to scale and support new avenues of growth.
As part of its regulatory oversight, the CFPB has authority to take enforcement actions against firms that offer certain products and services to consumers using practices that are deemed to be unfair, deceptive or abusive.
As part of its regulatory oversight, the CFPB has authority to take enforcement actions against firms that offer certain products and services to consumers using practices that are deemed to be unfair, deceptive or abusive. Durbin Amendment.
The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder.
For example, the guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder.
Tier 1 capital for banks and bank holding companies generally consists of the sum of common equity Tier 1 capital, non-cumulative perpetual preferred stock, and related surplus and, in certain cases and subject to limitations, minority interests in consolidated subsidiaries that do not qualify as common equity Tier 1 capital, less certain deductions.
TABLE OF CONTENTS banks and bank holding companies generally consists of the sum of common equity Tier 1 capital, non-cumulative perpetual preferred stock, and related surplus and, in certain cases and subject to limitations, minority interests in consolidated subsidiaries that do not qualify as common equity Tier 1 capital, less certain deductions.
The member home experience is personalized and delivers content to a member about what they must do that day in their financial life, what they should consider doing that day in their financial life, and what they can do that day in their financial life.
The member home experience is personalized and delivers content to a member about what they must do that day in their financial life, what they should consider doing that day in their financial life, and what they could do that day in their financial life.
TABLE OF CONTENTS regulates the advertising of credit, including limitations on co-branding private education lender’s products with educational institutions in the marketing of private education loans, and gives borrowers, among other things, certain rights regarding updated disclosures and periodic statements, security interests taken to secure the credit, the right to rescind certain loan transactions, a right to an investigation and resolution of billing errors, and the treatment of credit balances.
TILA also regulates the advertising of credit, including limitations on co-branding private education lender’s products with educational institutions in the marketing of private education loans, and gives borrowers, among other things, certain rights regarding updated disclosures and periodic statements, security interests taken to secure the credit, the right to rescind certain loan transactions, a right to an investigation and resolution of billing errors, and the treatment of credit balances.
Similarly, because we offer certain government-backed loans (e.g., Veterans Affairs (VA) and Federal Housing Administration (FHA) loans) to eligible borrowers purchasing a home or refinancing an existing mortgage, we must comply with applicable VA and FHA rules and guidelines with respect to those loans. Enhanced Prudential Supervision.
Similarly, because we offer certain government-backed loans (e.g., Veterans Affairs (VA) and Federal Housing Administration (FHA) loans) to eligible borrowers purchasing a home or refinancing an existing mortgage, we must comply with applicable VA and FHA rules and guidelines with respect to those loans.
(3) Content — Our financial education, insights, research content, actionable tools and advice are designed to provide meaningful value for our members. Our carefully-crafted and personalized content is offered through our member home experience and is designed to help our members get their money right.
TABLE OF CONTENTS (3) Content — Our financial education, insights, research content, actionable tools and advice are designed to provide meaningful value for our members. Our carefully-crafted and personalized content is offered through our member home experience and is designed to help our members get their money right.
Our active investing service enables members to buy and sell stocks and ETFs, as well as alternative investment funds, mutual funds and money market funds beginning in January 2024, to engage in options trading, to participate in IPOs, to buy and sell fractional shares, to engage in margin investing and to access a retirement investment account.
Our active investing service enables members to buy and sell stocks and ETFs, as well as alternative investment funds, mutual funds and money market funds, to engage in options trading, to participate in IPOs, to buy and sell fractional shares, to engage in margin investing and to access a retirement investment account.
Federal law limits a bank’s authority to extend credit to directors and executive officers of the bank or its affiliates and persons or companies that own, control or have power to vote more than 10% of any class of securities of a bank or an affiliate of a bank, as well as to entities controlled by such persons.
Federal law limits a bank’s authority to extend credit to “insiders”, which includes directors and executive officers of the bank and certain of its affiliates and persons or companies that own, control or have power to vote more than 10% of any class of securities of a bank or an affiliate of a bank, as well as to entities controlled by such persons.
We also offer additional add-on technology solutions to support our clients and drive engagement, such as a conversational AI engine for customers of banks and financial institutions, and a real-time payment risk platform which employs AI and machine learning technology to enhance payment fraud mitigation strategies for financial customers. We 9 SoFi Technologies, Inc.
We also offer additional add-on technology solutions to support our clients and drive engagement, such as a conversational AI engine for customers of banks and financial institutions, and a real-time payment risk platform which employs AI and machine learning technology to enhance payment fraud mitigation strategies for financial customers.
In addition, the BHCA prohibits any company from acquiring control of a bank or bank holding company without first having obtained the approval of the Federal Reserve.
The BHCA prohibits any company from acquiring control of a bank or bank holding company without first having obtained the approval of the Federal Reserve.
Our broker-dealer and investment advisers are subject to SEC Regulation S-P, which requires that these businesses maintain policies and procedures addressing the protection of customer information and records. This includes protecting against any anticipated threats or hazards to the security or integrity of customer records and information and against unauthorized access to or use of customer records or information.
Our broker-dealer and investment adviser is subject to SEC Regulation S-P, which requires that these businesses maintain policies and procedures addressing the protection of customer information and records. This includes protecting against any anticipated threats or hazards to the security or integrity of customer records and information and against unauthorized access to or use of customer records or information.
We use employee feedback to inform the ongoing development of our employee programs directly. In addition to administering an annual survey to gather input from our global workforce, we also conducted specific surveys to gather direct employee feedback on specific topics.
We use employee feedback to inform the ongoing development of our employee programs directly. In addition to administering a semi-annual survey to gather input from our global workforce, we also conducted specific surveys to gather direct employee feedback on specific topics.
Under a rebuttable presumption of control established by the Federal Reserve, the acquisition of control of more than 5% of a class of voting securities of a bank holding company, together with other factors enumerated by the Federal Reserve, could constitute the acquisition of control of a bank holding company under the BHCA. Bank Regulation.
Under a rebuttable presumption of control established by the Federal Reserve, the acquisition of control of 5% or more of a class of voting securities of a bank holding company, together with other factors enumerated by the Federal Reserve, could constitute the acquisition of control of a bank holding company under the BHCA.
The federal SCRA allows military members to suspend or postpone certain civil obligations so that the military member can devote his or her full attention to military duties. The SCRA requires us to adjust the interest rate of borrowers who qualify for and request relief.
The federal SCRA allows military members to suspend, limit or postpone certain civil obligations so that the military member can devote his or her full attention to military duties. The SCRA requires us to adjust the interest rate on pre-service obligations of borrowers who qualify for and request relief.
SoFi Bank is subject to regulation, supervision and examination by the OCC. Additionally, the FDIC has secondary supervisory authority as the insurer of SoFi Bank’s deposits. Pursuant to the Dodd-Frank Act, the Federal Reserve may directly examine the subsidiaries of the Company, including SoFi Bank.
Banking Regulation SoFi Bank is subject to regulation, supervision and examination by the OCC. Additionally, the FDIC has secondary supervisory authority as the insurer of SoFi Bank’s deposits. Pursuant to the BHCA as amended by the Dodd-Frank Act, the Federal Reserve may also directly examine the subsidiaries of the Company, including SoFi Bank.
Enterprises In addition to benefiting our members, our products and capabilities are also designed to appeal to enterprises, such as financial services institutions that subscribe to our enterprise services and third-party partners in our Loan Platform Business, and have become interconnected with the SoFi platform.
Enterprises In addition to benefiting our members, our products and capabilities are also designed to appeal to enterprises and have become interconnected with the SoFi platform, such as financial services institutions that subscribe to our enterprise services, third-party partners in our Loan Platform Business, and clients who utilize our technology platform services.
The Federal Reserve has the authority to prohibit bank holding companies from paying dividends if such payment is deemed to be an unsafe or unsound practice.
Restrictions on Bank Holding Company Dividends . The Federal Reserve has the authority to prohibit bank holding companies from paying dividends if such payment is deemed to be an unsafe or unsound practice.
Additionally, our program SoFi Gives is a benefit that provides eligible employees with paid time off to engage in volunteer opportunities within their communities. 25 SoFi Technologies, Inc.
Additionally, our program SoFi Gives is a benefit that provides eligible employees with paid time off to engage in volunteer opportunities within their communities.
SoFi Securities is subject to regulation by FINRA and the SEC and the Company and its affiliates are subject to supervision and examination by various state regulators. Bank Holding Company Regulation.
SoFi Securities is subject to regulation by FINRA and the SEC, and the Company and its affiliates are subject to supervision and examination by various state regulators. Financial Holding Company and Bank Holding Company Status and Activities Bank Holding Company Regulation.
TABLE OF CONTENTS deposits may be terminated by the FDIC if the FDIC finds that the insured depository institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.
Under the FDIA, insurance of deposits may be terminated by the FDIC if the FDIC finds that the insured depository institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.
TABLE OF CONTENTS Lending Obligations. Government-Sponsored Enterprises (GSEs), like the Federal National Mortgage Association (Fannie Mae) or the Federal Home Loan Mortgage Corporation (Freddie Mac), are financial services corporations created by Congress to enhance the flow of credit to specific sectors of the economy. GSEs invest in and purchase mortgage loans in the secondary mortgage market.
Government-Sponsored Enterprises (GSEs), like the Federal National Mortgage Association (Fannie Mae) or the Federal Home Loan Mortgage Corporation (Freddie Mac), are financial services corporations created by 14 SoFi Technologies, Inc. TABLE OF CONTENTS Congress to enhance the flow of credit to specific sectors of the economy. GSEs invest in and purchase mortgage loans in the secondary mortgage market.
Regulation S-P also requires these businesses to provide initial and annual privacy notices to customers describing information sharing policies and informing customers of their rights. 23 SoFi Technologies, Inc. TABLE OF CONTENTS On October 22, 2024, the CFPB finalized a new regulation, implementing personal financial data rights established by the Dodd-Frank Act.
Regulation S-P also requires these businesses to provide initial and annual privacy notices to customers describing information sharing policies and informing customers of their rights. On October 22, 2024, the CFPB finalized a new regulation, implementing personal financial data rights established by the Dodd-Frank Act.
In August 2024, we published our second comprehensive ESG report which shares how our company priorities, core values, mission and commitments to the communities we serve shape how we do business, support our employees, and create a meaningful and lasting impact for our members and customers.
In 2025, we published our third comprehensive ESG report which shares how our company priorities, core values, mission and commitments to the communities we serve shape how we do business, support our employees, and create a meaningful and lasting impact for our members and customers.
Doing more business with existing members results in increased revenue per member and lower acquisition cost, resulting in higher lifetime value per member. This also reinforces the benefits of our platform, which simplifies the entire financial ecosystem for our members, helping them get their money right.
Doing more business with existing members results in increased revenue per member and lower acquisition cost, resulting in higher lifetime value per member. This also reinforces the benefits of our platform, which 7 SoFi Technologies, Inc. TABLE OF CONTENTS simplifies the entire financial ecosystem for our members, helping them get their money right.
Tier 2 capital generally consists of hybrid capital instruments, perpetual debt and mandatory convertible debt securities, cumulative perpetual preferred stock, term 15 SoFi Technologies, Inc. TABLE OF CONTENTS subordinated debt and intermediate-term preferred stock, and, subject to limitations, allowances for loan losses. The sum of Tier 1 and Tier 2 capital less certain required deductions represents qualifying total risk-based capital.
Tier 2 capital generally consists of hybrid capital instruments, perpetual debt and mandatory convertible debt securities, cumulative perpetual preferred stock, term subordinated debt and intermediate-term preferred stock, and, subject to limitations, allowances for loan losses. The sum of Tier 1 and Tier 2 capital less certain required deductions represents qualifying total risk-based capital.
We are also required to perform a reasonable investigation in the event we receive indirect disputes from the credit bureaus about the accuracy of our credit reporting for a particular consumer and to update any inaccurate information we discover.
TABLE OF CONTENTS bureaus to report such information accurately. We are also required to perform a reasonable investigation in the event we receive indirect disputes from the credit bureaus about the accuracy of our credit reporting for a particular consumer and to update any inaccurate information we discover.
In order to deliver on our strategy, we must develop a comprehensive set of best-in-class products that build trust and reliability with our members and our platform. Members often come to us for a specific need, then later consider using 7 SoFi Technologies, Inc. TABLE OF CONTENTS additional products from our offering.
In order to deliver on our strategy, we must develop a comprehensive set of best-in-class products that build trust and reliability with our members and our platform. Members often come to us for a specific need, then later consider using additional products from our offering.
The terms of such extensions of credit may not involve more than the normal risk of repayment or present other unfavorable features and may not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the bank’s capital. 14 SoFi Technologies, Inc.
The terms of such extensions of credit may not involve more than the normal risk of repayment or present other unfavorable features and may not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the bank’s capital. Lending Obligations.
Common equity Tier 1 capital generally includes common stock and related surplus, retained earnings and, in certain cases and subject to certain limitations, minority interests in consolidated subsidiaries, less goodwill, other non-qualifying intangible assets and certain other deductions.
Common equity Tier 1 capital generally includes common stock and related surplus, retained earnings and, in certain cases and subject to certain limitations, minority interests in consolidated subsidiaries, less goodwill, other non-qualifying intangible assets and certain other deductions. Tier 1 capital for 15 SoFi Technologies, Inc.
The EFTA and Regulation E require that financial institutions and providers of electronic fund transfer services limit a consumer’s liability for, and reimburse consumers for, fraud and unauthorized transactions, and impose requirements on remittance transfer, P2P transfer, and overdraft features.
Among other requirements, the EFTA and Regulation E require that financial institutions and providers of electronic fund transfer services limit a consumer’s liability for, and reimburse consumers for, confirmed theft and unauthorized transactions, and impose requirements on remittance transfer, P2P transfer, and overdraft features.
These various privacy and security laws may impact our business activities, including our identification of research subjects, relationships with business partners and ultimately the marketing and distribution of our products.
These various privacy and security laws may impact our business activities, including our identification of research subjects, relationships with business partners and ultimately the marketing and distribution of our products. 24 SoFi Technologies, Inc.
TABLE OF CONTENTS continue to leverage investments made to integrate Galileo and Technisys and position the Technology Platform segment for diversified durable growth. Financial Services Segment We offer a suite of financial services solutions, the most significant of which are discussed below. Our financial services products (as defined under Part II, Item 7.
We continue to leverage investments made to integrate our services and offerings to position the Technology Platform segment for diversified durable growth. 9 SoFi Technologies, Inc. TABLE OF CONTENTS Financial Services Segment We offer a suite of financial services solutions, the most significant of which are discussed below. Our financial services products (as defined under Part II, Item 7.
FCRA also imposes rules and disclosure requirements on creditors’ use of consumer reports for marketing 18 SoFi Technologies, Inc. TABLE OF CONTENTS purposes, which impacts our ability to use consumer reports and prescreened lists to market consumer loans through direct mail and other means. Fair Debt Collection Practices Act.
FCRA also imposes rules and disclosure requirements on creditors’ use of consumer reports for marketing purposes, which impacts our ability to use consumer reports and prescreened lists to market consumer loans through direct mail and other means. Fair Debt Collection Practices Act.
Both SoFi Bank and the Company, which controls SoFi Bank, had total consolidated assets in excess of $10 billion as of December 31, 2024 which subjects them to additional regulatory requirements under the Dodd-Frank Act and other federal banking laws.
Enhanced Prudential Supervision Both SoFi Bank and the Company, which controls SoFi Bank, had total consolidated assets in excess of $10 billion as of December 31, 2025 which subjects them to additional regulatory requirements under the Dodd-Frank Act and other federal banking laws. CFPB.
In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a bank subsidiary will be assumed by the bankruptcy trustee and entitled to a priority of payment. Federal and State Securities Laws .
In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a bank subsidiary will be assumed by the bankruptcy trustee and entitled to a priority of payment. Acquisitions and Activities.
We are able to use the increased revenue to further improve member benefits, such as those we provide through our SoFi Plus offering, and product experience. In addition to realizing the benefits of more of our members adopting multiple SoFi products, the Financial Services Productivity Loop strategy delivers operating and technology efficiencies to deliver improved unit economics.
We are able to use the increased revenue to further improve member benefits and product experience. In addition to realizing the benefits of more of our members adopting multiple SoFi products, the Financial Services Productivity Loop strategy delivers operating and technology efficiencies to deliver improved unit economics.
See “Regulatory Capital Requirements” above. If an institution fails to comply with such an order, the agency may seek to enforce such order in judicial proceedings and to impose civil money penalties. Dividend Restrictions The Company is a legal entity separate and distinct from its subsidiaries.
See “Regulatory Capital Requirements” above. If an institution fails to comply with such an order, the agency may seek to enforce such order in judicial proceedings and to impose civil money penalties. 16 SoFi Technologies, Inc. TABLE OF CONTENTS Dividend Restrictions The Company is a legal entity separate and distinct from its subsidiaries.
Intellectual Property We seek to protect our intellectual property by relying on a combination of federal, state and common law in the United States, as well as on contractual measures. We use a variety of measures, such as trademarks, trade secrets and patents, to protect our intellectual property.
Intellectual Property We seek to protect our intellectual property by relying on a combination of federal, state and common law in the United States, the laws of foreign countries, as applicable, including Switzerland, as well as on contractual measures. We use a variety of measures, such as trademarks, trade secrets and patents, to protect our intellectual property.
Great care is taken to onboard new hires and set them up for success, both in terms of a broad understanding of SoFi’s mission, values, strategic points of differentiation and products, as well as role-specific learning.
Great care is taken to onboard new hires and set them up for success, both in terms of a broad understanding of SoFi’s mission, values, strategic points of 26 SoFi Technologies, Inc. TABLE OF CONTENTS differentiation and products, as well as role-specific learning.
In securitization transactions that do not qualify for sale accounting, the related assets remain on our balance sheet and cash proceeds received are reported as liabilities, with related interest expense recognized over the life of the 8 SoFi Technologies, Inc. TABLE OF CONTENTS related borrowing.
In securitization transactions that do not qualify for sale accounting, the related assets remain on our balance sheet and cash proceeds received are reported as liabilities, with related interest expense recognized over the life of the related borrowing. In securitization transactions that qualify for sale accounting, we typically have insignificant continuing 8 SoFi Technologies, Inc.
Limitations on Acquisitions of Our Common Stock. The Change in Bank Control Act prohibits a person or group of persons acting in concert from acquiring “control” of a bank holding company unless the Federal Reserve has been notified and has not objected to the transaction.
The Change in Bank Control Act prohibits a person or group of persons acting in concert from acquiring “control” of a bank holding company unless the Federal Reserve has been notified and has not objected to the transaction.
TABLE OF CONTENTS to iterate, learn and innovate to broaden our selection in the same way we did this year by providing our members with competitive interest rates on checking and savings accounts, options trading, “Pay in 4” (a buy now, pay later product), and SoFi Plus membership benefits.
We will continue to iterate, learn and innovate to broaden our selection in the same way we did this year by providing our members with competitive interest rates on checking and savings accounts, options trading, “Pay in 4” (a buy now, pay later product), and SoFi Plus membership benefits. 6 SoFi Technologies, Inc.
Although we now operate a bank, many other banks are larger, have been in business longer and often have greater brand awareness than us. Some large technology and retail companies have large consumer bases and strong balance sheets, which could enhance their competitive ability. Competition to acquire investment brokerage accounts.
Although we now operate a bank, many other banks are larger, have been in business longer and often have greater brand awareness than us. Some large technology and retail companies have large consumer bases and strong balance sheets, which could enhance their competitive ability. 11 SoFi Technologies, Inc. TABLE OF CONTENTS Competition to acquire investment brokerage and crypto trading accounts.
The federal FCRA, as amended by the Fair and Accurate Credit Transactions Act, promotes the accuracy, fairness and privacy of information in the files of consumer reporting agencies. FCRA requires a permissible purpose to obtain a consumer credit report and requires persons that furnish loan payment information to credit bureaus to report such information accurately.
The federal FCRA, as amended by the Fair and Accurate Credit Transactions Act, promotes the accuracy, fairness and privacy of information in the files of consumer reporting agencies. FCRA requires a permissible purpose to obtain a consumer credit report and requires persons that furnish loan payment information to credit 18 SoFi Technologies, Inc.
Effective January 1, 2023, the CPRA, which amended the CCPA, imposed additional obligations on companies covered by the legislation, including by expanding consumers’ rights with respect to certain sensitive personal information. The CPRA also created a new state agency that is vested with authority to implement and enforce the CCPA and the CPRA.
Effective January 1, 2023, an amendment to CCPA imposed additional obligations on companies covered by the legislation, including by expanding consumers’ rights with respect to certain sensitive personal information. The amended CCPA also created a new state agency that is vested with authority to implement and enforce the CCPA. In 2025, the CCPA regulations were amended.
These provisions and duties impose restrictions and obligations on us with respect to our dealings with our members, fund investors and our investments, including, for example, restrictions on transactions with our affiliates. Our investment advisers and our broker-dealer have in the past been, and will in the future be, subject to periodic SEC examinations.
These provisions and duties impose restrictions and obligations on the Investment Adviser with respect to its dealings with our members, including, for example, restrictions on transactions with our affiliates. Our Investment Adviser and our broker-dealer have in the past been, and will in the future be, subject to periodic SEC examinations.
Net interest income, which we define as the difference between the earned interest income and interest expense to finance loans, is a key component of the profitability of our Lending segment, along with fee income. Personal Loans.
Net interest income, which we define as the difference between the earned interest income and interest expense to finance loans, is a key component of the profitability of our Lending segment, along with fee-based revenue, which includes loan origination fees. Personal Loans.
Competition for technology products and solutions. Generally, these arrangements are multi-year contracts, which require us to spend the necessary resources on implementation and interconnecting new clients onto our platform.
Generally, these arrangements are multi-year contracts, which require us to spend the necessary resources on implementation and interconnecting new clients onto our platform.
Technology and other companies have begun to offer some basic investing features and the ability to buy and sell digital and other assets. 11 SoFi Technologies, Inc. TABLE OF CONTENTS Competition to attract financial services content viewership. There are many sources of financial news in the marketplace, many of which are more established and have a larger subscriber base.
Technology and other companies have begun to offer some basic investing features and the ability to buy and sell digital and other assets. Competition to attract financial services content viewership. There are many sources of financial news in the marketplace, many of which are more established and have a larger subscriber base. Competition for technology products and solutions.
(2) Selection — Given the digital nature of our products, the permutations of features and services that can be made available to our members across their needs to borrow, save, spend, invest and protect are significant. We will continue 6 SoFi Technologies, Inc.
(2) Selection — Given the digital nature of our products, the permutations of features and services that can be made available to our members across their needs to borrow, save, spend, invest and protect are significant.
Any ambiguity under the laws and regulations to which we are subject may lead to regulatory investigations or enforcement actions and private causes of action, such as class-action lawsuits, with respect to our compliance with applicable laws and regulations. 20 SoFi Technologies, Inc. TABLE OF CONTENTS Risk Retention Regulations.
Any ambiguity under the laws and regulations to which we are subject may lead to regulatory investigations or enforcement actions and private causes of action, such as class-action lawsuits, with respect to our compliance with applicable laws and regulations.
Bank Secrecy Act . We have implemented various anti-money laundering policies and procedures to comply with applicable federal anti-money laundering laws, regulations and requirements, such as designating a BSA officer, conducting an annual risk assessment, developing internal controls, independent testing, training, and suspicious activity monitoring and 19 SoFi Technologies, Inc. TABLE OF CONTENTS reporting.
We have implemented various anti-money laundering policies and procedures to comply with applicable federal anti-money laundering laws, regulations and requirements, such as designating a BSA officer, conducting an annual risk assessment, developing internal controls, independent testing, training, and suspicious activity monitoring and reporting.
In addition, significant political, policy or regulatory developments stemming from the change in U.S. presidential administration may impact the agencies that regulate us and result in substantial changes to the laws outlined below. Such changes are difficult to predict and may have a material adverse effect on us.
In addition, significant political, policy or regulatory developments stemming from government actions and shifting regulatory priorities may impact the agencies that regulate us and result in substantial changes to the laws outlined below. Such changes are difficult to predict and may have a material adverse effect on us.
Members We have created an innovative financial services platform designed to offer best-in-class products to meet the broad objectives of our members and the lifecycle of their financial needs. Our platform offers our members (as defined under Part II, Item 7.
Refer to “ Our Reportable Segments—Financial Services Segment ” and “ Our Reportable Segments—Lending Segment ” for more information. Members We have created an innovative financial services platform designed to offer best-in-class products to meet the broad objectives of our members and the lifecycle of their financial needs. Our platform offers our members (as defined under Part II, Item 7.
The enforcement powers available to the federal banking regulators include, among other things, the ability to issue cease and desist or removal orders, to terminate insurance of deposits, to assess civil money penalties, to issue directives to increase capital, to place SoFi Bank into receivership, and to initiate injunctive actions against banking organizations and institution-affiliated parties. CFPB Regulation.
The enforcement powers available to the federal banking regulators include, among other things, the ability to issue cease and desist or removal orders, to terminate insurance of deposits, to assess civil money penalties, to issue directives to increase capital, to place SoFi Bank into receivership, and to initiate injunctive actions against banking organizations and institution-affiliated parties, any of which could compromise our competitive position. 13 SoFi Technologies, Inc.
Treasury to be financial in nature or 12 SoFi Technologies, Inc. TABLE OF CONTENTS incidental to such financial activity. Financial holding companies may also engage in activities that are determined by the Federal Reserve to be complementary to financial activities.
Treasury to be financial in nature or incidental to such financial activity. Financial holding companies may also engage in activities that are determined by the Federal Reserve to be complementary to financial activities.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe price of our common stock has fluctuated and may continue to fluctuate due to a variety of factors, including: • changes in the industry in which we operate, including public perception of such industry; • developments involving our competitors; • changes in laws and regulations affecting our business, or changes in policies with respect to student loan forgiveness; • changes in interest rates and inflation; • variations in our operating performance and the performance of our competitors in general; • actual or anticipated fluctuations in our quarterly or annual operating results; • publication of research reports by securities analysts about us or our competitors or our industry; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC or any changes in our reputation; • actions by stockholders; • additions and departures of key personnel; • commencement of, or involvement in, litigation or regulatory enforcement investigations involving our company; 79 SoFi Technologies, Inc.
Biggest changeThe price of our common stock has fluctuated and may continue to fluctuate due to a variety of factors, including: • changes in the industry in which we operate, including public perception of such industry; • developments involving our competitors; • changes in laws and regulations affecting our business, or changes in policies with respect to student loans; • variations in our operating performance and the performance of our competitors in general; • actual or anticipated fluctuations in our quarterly or annual operating results; • publication of research reports by securities analysts about us or our competitors or our industry; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC or any changes in our reputation; • actions by stockholders; • additions and departures of key personnel; • commencement of, or involvement in, litigation or regulatory enforcement investigations involving our company; • the occurrence of an actual or perceived data or security breach; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt, including in connection with acquisitions; • any reverse stock split of our outstanding shares of common stock, which may increase the price of our common stock; • volatility in capital markets and changes in the volume of shares of our common stock available for public sale; and • general economic and political conditions, such as the effects of recessions, interest rates, tariffs, inflation, consumer confidence and spending, public perception of the financial services industry, availability of loans and liquidity in the capital markets, local and national elections, corruption, political instability and acts of war or terrorism, including the confrontation in Venezuela, the ongoing conflict in the Middle East and the ongoing war in Ukraine, and policy- and regulatory-related changes resulting from U.S. government actions and policies and regulatory priorities.
If any of these purchasers significantly reduces the dollar amount of the loans it purchases from us, we may be unable to sell those loans to another purchaser on favorable terms or at all, which may require us to reduce originations or hold additional loans on balance sheet and may reduce our flexibility in making financing decisions.
If any of these purchasers significantly reduces the dollar amount of the loans it purchases from us, we may be unable to sell those loans to another purchaser on favorable terms or at all, which may require us to reduce originations or hold additional loans on our balance sheet and may reduce our flexibility in making financing decisions.
Like the TCPA, several mini-TCPA and other similar state laws also provide for a private right of action under which a plaintiff may recover statutory damages of $500 or more for each violative call or text and enhanced statutory if the violation is knowing or willful.
Like the TCPA, several mini-TCPA and other similar state laws also provide for a private right of action under which a plaintiff may recover statutory damages of $500 or more for each violative call or text and enhanced statutory damages if the violation is knowing or willful.
These regulations could make securities lending more costly, leading to less overall lending activity and a decrease in revenue. On February 22, 2024, the SEC adopted amendments to Rule 605 under Exchange Act that requires disclosures for order executions in national market system (“NMS”) stocks.
These regulations could make securities lending more costly, leading to less overall lending activity and a decrease in revenue. On February 22, 2024, the SEC adopted amendments to Rule 605 under the Exchange Act that requires disclosures for order executions in national market system (“NMS”) stocks.
To resolve issues raised in examinations or other governmental actions, we may be required to take various corrective actions, including changing certain business practices, making refunds or taking other actions that could be financially or competitively detrimental to us.
To resolve issues raised in examinations or other governmental actions, we may be required to take various corrective actions, including changing certain business practices, making refunds or taking other actions that could be financially or competitively detrimental to us.
Negative public opinion could result from our actual or alleged conduct in any number of activities, including sales and marketing practices; home loan or other consumer lending practices; loan origination or servicing activities; mortgage foreclosure actions; management of client accounts or investments; lending, investing or other business relationships; identification and management of potential conflicts of interest from transactions; obligations and interests with and among our members or customers; environmental, social and governance practices; litigation or regulatory actions taken by us or to which we are a party; regulatory compliance; risk management; incentive compensation practices; and disclosure, sharing or inadequate protection or improper use of member or customer information, and from actions taken by government regulators and community or other organizations in response to that conduct.
Negative public opinion could result from our actual or alleged conduct in any number of activities, including sales and marketing practices; consumer lending practices; loan origination or servicing activities; mortgage foreclosure actions; management of client accounts or investments; lending, investing or other business relationships; identification and management of potential conflicts of interest from transactions; obligations and interests with and among our members or customers; environmental, social and governance practices; litigation or regulatory actions taken by us or to which we are a party; regulatory compliance; risk management; incentive compensation practices; and disclosure, sharing or inadequate protection or improper use of member or customer information, and from actions taken by government regulators and community or other organizations in response to that conduct.
In addition, although we have invested in a number of initiatives to attract new checking and savings account holders and capture a greater share of our members’ savings, including offering a competitive annual percentage yield on deposits and offering SoFi Plus membership benefits to deposit holders, there can be no assurance that these investments to acquire and retain members, provide differentiated features and services and spur usage of our deposit account product will be effective or cost effective.
In addition, although we have invested in a number of initiatives to attract new checking and savings account holders and capture a greater share of our members’ savings, including offering a competitive annual percentage yield on deposits and offering SoFi Plus membership benefits to certain deposit holders, there can be no assurance that these investments to acquire and retain members, provide differentiated features and services and spur usage of our deposit account product will be effective or cost effective.
There are inherent risks whenever a large percentage of net revenue is concentrated with a limited number of clients, including fluctuations in revenue, the loss of any one or more of those clients as a result of bankruptcy or insolvency proceedings involving the client, the loss of the client to a competitor, harm to that client’s reputation or financial prospects or other reasons, including adverse general economic conditions affecting Galileo and Technisys clients many of which are fintechs and other financial services firms.
There are inherent risks whenever a large percentage of net revenue is concentrated with a limited number of clients, including fluctuations in revenue, the loss of any one or more of those clients as a result of bankruptcy or insolvency proceedings involving the client, the loss of additional clients to a competitor, harm to that client’s reputation or financial prospects or other reasons, including adverse general economic conditions affecting Galileo and Technisys clients many of which are fintechs and other financial services firms.
For example, we engage in outbound telephone and text communications with consumers, and accordingly must comply with a number of federal and state statutes and regulations that regulate certain such communications, including the TCPA and Telemarketing Sales Rules. The U.S. Federal Communications Commission (the “FCC”), and the FTC have responsibility for regulating various aspects of some of these federal laws.
For example, we engage in outbound telephone and text communications with consumers, and accordingly must comply with a number of federal and state statutes and regulations that regulate certain such communications, including the TCPA and Telemarketing Sales Rules. The U.S. Federal Communications Commission (the “FCC”), and the FTC have responsibility for regulating various aspects of certain of these federal laws.
The adoption of these and similar laws could require us to, among other things, expend material capital resources in connection with such compliance efforts. Furthermore, there continues to be a lack of consistent proposed climate change and ESG-related legislation and guidance, which creates regulatory and economic uncertainty.
The adoption of these and similar laws could require us to, among other things, expend material capital resources in connection with compliance efforts. Furthermore, there continues to be a lack of consistent proposed climate change and ESG-related legislation and guidance, which creates regulatory and economic uncertainty.
In addition, in recent years “anti-ESG” sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions, and President Trump having recently issued an executive order discouraging diversity equity and inclusion (“DEI”) initiatives in the private sector.
In addition, in recent years “anti-ESG” sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions, and President Trump having issued an executive order discouraging diversity equity and inclusion (“DEI”) initiatives in the private sector.
We can provide no assurances as to the financial stability or viability of any Capped Call Counterparty. In addition, the Capped Call Transactions are complex, and they may not operate as planned. For example, the terms of the Capped Call Transactions may be subject to adjustment, modification or, in some cases, renegotiation if certain corporate or other transactions occur.
We can provide no assurances as to the financial stability or viability of any Capped Call Counterparty. In addition, the Capped Call Transactions are complex, and they may not operate as planned. For example, the terms of the Capped Call Transactions may be subject to adjustment, modification or, in certain cases, renegotiation if certain corporate or other transactions occur.
In addition, we are required to continuously develop and adapt our systems and infrastructure in response to the increasing sophistication of the consumer financial services market, changing technologies, evolving fraud, privacy and information security landscape, and regulatory developments, both domestically and internationally, relating to our existing and projected business activities.
In addition, we are required to continuously develop and adapt our systems and infrastructure in response to the increasing sophistication of the consumer financial services market, changing technologies, an evolving fraud, privacy and information security landscape, and regulatory developments, both domestically and internationally, relating to our existing and projected business activities.
The performance of these new credit cards and the existing SoFi Unlimited 2% Credit Card products is significantly dependent on the ability of the credit and fraud decisioning and scoring models we use to originate the product, which includes a variety of factors, to effectively prevent fraud, evaluate an applicant’s credit profile and likelihood of default.
The performance of these new credit cards and the existing SoFi Unlimited 2% Credit Card product is significantly dependent on the ability of the credit and fraud decisioning and scoring models we use to originate the product, which includes a variety of factors, to effectively prevent fraud, evaluate an applicant’s credit profile and likelihood of default.
Although we have policies and procedures in place intended to detect and prevent conduct by employees and third-party service providers that could potentially harm members or customers or our reputation, there is no assurance that such policies and procedures will be fully effective in preventing such conduct.
Although we have policies and procedures in place intended to detect and prevent conduct by us, our employees and third-party service providers that could potentially harm members or customers or our reputation, there is no assurance that such policies and procedures will be fully effective in preventing such conduct.
Increased enforcement or rules from the CFPB could increase our legal and financial compliance costs, require us to evaluate or amend certain activities or products in light of evolving compliance standards, make some activities more difficult, time-consuming and costly, and increase demand on our systems and resources.
Increased enforcement or rules from the CFPB could increase our legal and financial compliance costs, require us to evaluate or amend certain activities or products in light of evolving compliance standards, make certain activities more difficult, time-consuming and costly, and increase demand on our systems and resources.
In addition, while the Delaware Supreme Court and other states courts have upheld the validity of federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court, there is still some uncertainty as to whether other courts will enforce our Federal Forum Provision.
In addition, while the Delaware Supreme Court and other states courts have upheld the validity of federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court, there is still uncertainty as to whether other courts will enforce our Federal Forum Provision.
In some cases, regardless of fault, it may be less time-consuming or costly to settle these matters, which may require us to implement certain changes to our business practices, provide remediation to certain individuals or make a settlement payment to a given party or regulatory body.
In certain cases, regardless of fault, it may be less time-consuming or costly to settle these matters, which may require us to implement certain changes to our business practices, provide remediation to certain individuals or make a settlement payment to a given party or regulatory body.
For example, in September 2023, the SoFi Invest platform experienced a service interruption that resulted in some of our members being unable to view certain of their account information and unable to buy and sell securities and other financial products on our platform for a period of time.
For example, in September 2023, the SoFi Invest platform experienced a service interruption that resulted in certain of our members being unable to view certain of their account information and unable to buy and sell securities and other financial products on our platform for a period of time.
Because we are a bank holding company subject to regulation, supervision and examination by the Federal Reserve, and because SoFi Bank is subject to regulation, supervision and examination by the OCC and the FDIC, and SoFi Bank and its affiliates are subject to regulations issued by the CFPB, our and SoFi Bank’s oversight of third-party service providers is also subject to regulatory oversight.
Because we are a bank holding company subject to regulation, supervision and examination by the Federal Reserve, and because SoFi Bank is subject to regulation, supervision and examination by the OCC and the FDIC, and SoFi Bank and its affiliates are subject to regulations issued by the CFPB, our and SoFi Bank’s oversight of third-party service providers is subject to regulatory oversight.
While we believe we are a leader in managing, monitoring and overseeing BaaS relationships with third parties and corresponding technologies, if we are not successful in continuing to enhance our controls for assessing and managing the third-party, anti-money laundering, fraud and information technology risks stemming from certain of our fintech and sponsor bank partnerships, we could be subject to additional regulatory scrutiny with respect to that portion of our business which could subject us to regulatory fines or other penalties, or business or reputational harm, and could adversely affect our financial condition and results of operations.
TABLE OF CONTENTS While we believe we are a leader in managing, monitoring and overseeing BaaS relationships with third parties and corresponding technologies, if we are not successful in continuing to enhance our controls for assessing and managing the third-party, anti-money laundering, fraud and information technology risks stemming from certain of our fintech and sponsor bank partnerships, we could be subject to additional regulatory scrutiny with respect to that portion of our business which could subject us to regulatory fines or other penalties, or business or reputational harm, and could adversely affect our financial condition and results of operations.
For example, California, Colorado and Maine have implemented additional regulations related to student loan servicers which impose additional registration, reporting and disclosure requirements and which, if applicable to us, may increase our costs of originating and servicing loans in those states.
For example, California, Colorado and Maine have implemented additional regulations related to student loan servicers which impose additional registration, reporting and disclosure requirements and which, if applicable to us, may increase our costs of servicing loans in those states.
For example, on January 6, 2022, the CFPB announced a new initiative to scrutinize so-called consumer “junk fees.” Since then, the CFPB issued guidance to banks on how to avoid charging unlawful overdraft and depositor fees, confirmed their policy against “pay to pay” fees or charging any fees not expressly authorized and properly disclosed in a consumer agreement, issued a final rule limiting credit card penalty fees, which was stayed pending ongoing litigation, and launched an inquiry into junk fees in mortgage closing costs.
For example, on January 6, 2022, the CFPB announced an initiative to scrutinize so-called consumer “junk fees.” Since then, the CFPB has issued guidance to banks on how to avoid charging unlawful overdraft and depositor fees, confirmed their policy against “pay to pay” fees or charging any fees not expressly authorized and properly disclosed in a consumer agreement, issued a final rule limiting credit card penalty fees, which was stayed pending ongoing litigation, and launched an inquiry into junk fees in mortgage closing costs.
We may experience fluctuations in our quarterly operating results due to a number of factors, including changes in the fair values of our instruments (including, but not limited to, our loans), the level of our expenses, the degree to which we encounter competition in our markets, general economic conditions, significant changes in default rates on loans, the rate and credit market environment and our ability to raise our coupon rates along with interest rates that are higher than those in the recent past, legal or regulatory developments, changing demographics, and legislative, regulatory or policy changes.
We may experience fluctuations in our quarterly operating results due to a number of factors, including changes in the fair values of our instruments (including, but not limited to, our loans), the level of our expenses, the degree to which we encounter competition in our markets, general economic conditions, significant changes in default rates on loans, including credit card receivables, the rate and credit market environment and our ability to raise our coupon rates along with interest rates that are higher than those in the recent past, legal or regulatory developments, changing demographics, and legislative, regulatory or policy changes.
The CFPB has also focused on student borrower harms from servicing failures, program disruptions, college banking and credit card agreements, and a variety of illegal practices and has been active in litigation against student loan servicers and others, including Climb Credit and its largest shareholder 1/0, Ejudicate, Navient, Prehired, the National Collegiate Student Loan Trusts and Pennsylvania Higher Education Assistance Agency, Western Benefits Group, Student Loan Pro and its owner, Judith Noh, and Performant Recovery, Inc. for CFPA and other violations.
The CFPB previously focused on student borrower harms from servicing failures, program disruptions, college banking and credit card agreements, and a variety of illegal practices and has been active in litigation against student loan servicers and others, including Climb Credit and its largest shareholder 1/0, Ejudicate, Navient, Prehired, the National Collegiate Student Loan Trusts and Pennsylvania Higher Education Assistance Agency, Western Benefits Group, Student Loan Pro and its owner, Judith Noh, and Performant Recovery, Inc. for CFPA and other violations.
An increase in fraudulent activity could lead to reputational damage to our brand and material legal, regulatory and financial exposure (including fines and other penalties), and could reduce the use and acceptance of SoFi Money and SoFi Credit Card.
An increase in fraudulent activity could lead to reputational damage to our brand and material legal, regulatory and financial exposure (including fines and other penalties), and could reduce the use and acceptance of SoFi Money, SoFi Credit Card and SoFi Crypto.
We rely on sub-servicers to service all of our student loans and our home loans that we deliver to GSEs and do not sell servicing-released, and to perform certain back-up servicing functions with respect to our personal loans.
We rely on sub-servicers to service all of our student loans, our home loans that we deliver to GSEs and do not sell servicing-released and certain home equity loans, and to perform certain back-up servicing functions with respect to our personal loans.
All of the foregoing factors and events could adversely affect our business, financial condition, results of operations, cash flows and future prospects. Increased market volatility and adverse changes in financial market conditions may increase our market risk.
All of the foregoing factors and events could adversely affect our business, financial condition, results of operations, cash flows and future prospects. Market volatility and adverse changes in financial market conditions may increase our market risk.
We are subject to risks of errors and misconduct by our employees that could adversely affect our business, including: • engaging in misrepresentation or fraudulent activities when marketing or performing online brokerage and other services to our members; • improperly using or disclosing confidential information of our members, technology platform clients, or other parties; • concealing unauthorized or unsuccessful activities; or • otherwise not complying with applicable laws and regulations or our internal policies or procedures.
We are subject to, and have experienced, risks of errors and misconduct by our employees that could adversely affect our business, including: • engaging in misrepresentation or fraudulent activities when marketing or performing online brokerage and other services to our members; • improperly using or disclosing confidential information of our members, technology platform clients, or other parties; • concealing unauthorized or unsuccessful activities; or • otherwise not complying with applicable laws and regulations or our internal policies or procedures.
Our business, results of operations and reputation are directly affected by elements beyond our control, including general economic, political, social and health conditions in the U.S. and in countries abroad.
Our business and results of operations are directly affected by elements beyond our control, including general economic, political, social and health conditions in the U.S. and in countries abroad.
Additionally, we rely on the accuracy of applicant information in approving applicants for our non-lending products, such as SoFi Money, SoFi Credit Card or SoFi Invest accounts.
Additionally, we rely on the accuracy of applicant information in approving applicants for our non-lending products, such as SoFi Money, SoFi Credit Card, SoFi Invest or SoFi Crypto accounts.
Additionally, if threat actors were able to access our secure files, they might be able to gain access to the personal information of our members, prospective members, technology platform clients and the customers of our technology platform clients.
Additionally, if threat actors were able to access our secure files, they might be able to gain access to the personal information of our members, prospective members, technology platform clients and the customers of our technology platform clients, and employees.
Any contractual protections we may have from our third-party service providers may not be sufficient to adequately protect us against such consequences, and we may be unable to enforce any such contractual protections.
Furthermore, any contractual protections we may have from our third-party service providers may not be sufficient to adequately protect us against such consequences, and we may be unable to enforce any such contractual protections.
The Federal Reserve increased interest rates throughout 2022 and 2023 before lowering interest rates in 2024, and we are unable to predict whether interest rates will increase or decrease in the future.
The Federal Reserve increased interest rates throughout 2022 and 2023 before lowering interest rates in 2024 and 2025, and we are unable to predict whether interest rates will increase or decrease in the future.
If we fail to meet or satisfy any of the financial or other covenants included in our warehouse facilities, we would be in default under one or more of these facilities and our lenders could elect to declare all amounts outstanding under the facilities to be immediately due and payable, enforce their interests against loans pledged under such facilities and restrict our ability to make additional borrowings.
TABLE OF CONTENTS If we fail to meet or satisfy any of the financial or other covenants included in our warehouse facilities, we would be in default under one or more of these facilities and our lenders could elect to declare all amounts outstanding under the facilities to be immediately due and payable, enforce their interests against loans pledged under such facilities and restrict our ability to make additional borrowings.
In addition, purchases of our loans by these purchasers have historically fluctuated and may continue to fluctuate based on a number of factors, some of which may be outside of our control, including economic conditions, the availability of alternative investments, changes in the terms of the loans, loans offered by competitors, prevailing interest rates and a change in business plan, liquidity or strategy by the purchaser.
In addition, purchases of our loans by these purchasers have historically fluctuated and may continue to fluctuate based on a number of factors, certain of which may be outside of our control, including economic conditions, the availability of alternative investments, changes in the terms of the loans, loans offered by competitors, prevailing interest rates and a change in business plan, liquidity or strategy by the purchaser.
For example, our offices may be vulnerable to the adverse effects of climate change. We have large offices located in the San Francisco Bay Area and Salt Lake City, Utah, regions that are prone to events such as seismic activity and severe weather, that have experienced and may continue to experience, climate-related events and at an increasing rate.
For example, our offices may be vulnerable to the adverse effects of climate change. We have large offices located in the San Francisco Bay Area, Salt Lake City, Utah, and Jacksonville, Florida, regions that are prone to events such as seismic activity and severe weather, that have experienced and may continue to experience, climate-related events and at an increasing rate.
For example, although we do not have operations in the locations impacted by these conflicts, the ongoing war in these locations has led and could in the future lead to macroeconomic effects, including volatility in commodity prices and the supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, as well as an increase in cyberattacks and espionage.
For example, although we do not have operations in the locations impacted by these conflicts, the ongoing conflict in these locations has led and could in the future lead to macroeconomic effects, including volatility in commodity prices and the supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, as well as an increase in cyberattacks and espionage.
Negative publicity or allegations could reduce demand for our products, result in a decrease in the price of our stock, undermine the loyalty of our members and the confidence of our lending counterparties and technology platform clients, impact our partnerships, reduce our ability to recruit and retain employees or lead to greater regulatory scrutiny, all of which could lead to the attrition of our members, lending counterparties, and/or technology platform clients and harm our results of operations.
Negative publicity or allegations could reduce demand for our products, result in a decrease in the price of our stock, undermine the loyalty of our members and the confidence of our lending counterparties and technology platform clients, impact our partnerships, reduce our ability to recruit and retain employees or lead to greater regulatory scrutiny, all of which could lead to the attrition of our members, lending counterparties, Loan Platform Business counterparties and/or technology platform clients and harm our results of operations.
TABLE OF CONTENTS The provisions of our bylaws requiring exclusive forum in the Court of Chancery of the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging certain lawsuits, including derivative lawsuits and lawsuits against our directors and officers, by limiting plaintiffs’ ability to bring a claim in a judicial forum that they find favorable.
The provisions of our bylaws requiring exclusive forum in the Court of Chancery of the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging certain lawsuits, including derivative lawsuits and lawsuits against our directors and officers, by limiting plaintiffs’ ability to bring a claim in a judicial forum that they find favorable.
In addition, in November 2023, the Federal Reserve proposed changes to the regulations implementing the Electronic Fund Transfer Act that would further restrict the amount of interchange fees that may be charged and require biennial reviews of those fees. Guidance from regulators of SoFi Bank can subject its non-bank affiliates to increased governance.
In addition, in November 2023, the Federal Reserve proposed changes to the regulations implementing the Electronic Fund Transfer Act that would further restrict the amount of interchange fees that may be charged and require biennial reviews of those fees. Furthermore, guidance from regulators of the Company and SoFi Bank can subject its non-bank affiliates to increased governance.
TABLE OF CONTENTS Regulatory scrutiny of banking as a service, or BaaS, solutions has increased and may require us to devote significant resources to enhancing our Technology Platform policies, procedures, operations, controls and products, and the failure to satisfy such increased scrutiny may cause regulators to take action against us or our BaaS partners, or result in a loss of one or more of our BaaS partners.
Regulatory scrutiny of banking as a service, or BaaS, solutions has increased and may require us to devote significant resources to enhancing our Technology Platform policies, procedures, operations, controls and products, and the failure to satisfy such increased scrutiny may cause regulators to take action against us or our BaaS partners, or result in a loss of one or more of our BaaS partners.
For example, a focus by regulators and lawmakers on PFOF, exchange rebates, and related conflicts of interest have resulted in new proposed rules. Additionally, the SEC has proposed new requirements regarding best execution (Regulation Best Execution), PFOF and a rule to prohibit volume-based transaction pricing in connection with the execution of agency-related orders in national market system stock.
For example, a focus by regulators and lawmakers on PFOF, exchange rebates, and related conflicts of interest have resulted in new proposed rules. Additionally, the SEC has proposed new requirements regarding PFOF and a rule to prohibit volume-based transaction pricing in connection with the execution of agency-related orders in national market system stock.
These additional requirements relate to matters including, among others, maintaining an effective and comprehensive compliance programs and record-keeping and reporting and disclosure requirements. In recent years, the SEC proposed and, in some cases, adopted amendments to the Advisers Act rules, which present a number of additional significant and burdensome compliance challenges for registered investment advisers.
These additional requirements relate to matters including, among others, maintaining an effective and comprehensive compliance programs and record-keeping and reporting and disclosure requirements. In recent years, the SEC proposed and, in certain cases, adopted amendments to the Advisers Act rules, which present a number of additional significant and burdensome compliance challenges for registered investment advisers.
Furthermore, legislators and/or regulators are increasingly adopting new and/or amending existing privacy, information security and data protection laws that potentially could have a significant impact on our current and planned privacy, data protection and information security-related practices; our policies and practices related to the collection, use, sharing, retention and safeguarding of consumer and/or employee information; and some of our current or planned business activities.
Furthermore, legislators and/or regulators are increasingly adopting new and/or amending existing privacy, information security and data protection laws that potentially could have a significant impact on our current and planned privacy, data protection and information security-related practices; our policies and practices related to the collection, use, sharing, retention and safeguarding of consumer and/or employee information; and certain of our current or planned business activities.
Projections are based upon a number of assumptions and estimates that are based on information known when they are issued, and, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies relating to our business, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change.
Projections are based upon a number of assumptions and estimates that are based on information known when they are issued, and, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies relating to our business, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, certain of which will change.
See “ Changing expectations for inflation and fluctuations in interest rates could decrease demand for our lending products and negatively affect loan performance, as well as increase certain operating costs, such as employee compensation ” for additional information on the risks of interest rate fluctuations to our business. 38 SoFi Technologies, Inc.
See “ Changing expectations for inflation and fluctuations in interest rates could decrease demand for our lending products and negatively affect loan performance, as well as increase certain operating costs, such as employee compensation ” for additional information on the risks of interest rate fluctuations to our business. 41 SoFi Technologies, Inc.
We operate in a dynamic industry characterized by rapidly evolving technology, frequent product introductions, and competition based on pricing and other differentiators.
We operate in a dynamic industry characterized by rapidly evolving technology, frequent product introductions, and competition based on product availability, pricing and other differentiators.
In addition to increased default rates and losses on our loans, this could lead to the loss of whole loan purchasers and securitization investors and trigger terminations and amortizations under our debt warehouse facilities, each of which would materially adversely impact our business. Student loans are subject to discharge in certain circumstances.
In addition to increased default rates and losses on our loans, this could lead to the loss of whole loan purchasers, Loan Platform Business counterparties, and securitization investors and trigger terminations and amortizations under our debt warehouse facilities, each of which would materially adversely impact our business. Student loans are subject to discharge in certain circumstances.
As the volume of loans that we originate, and the increased suite of products that we make available to members, increases, we may be required to expand the size of our debt warehousing facilities or seek additional sources of capital. The availability of these financing sources depends on many factors, some of which are outside of our control.
As the volume of loans that we originate, and the increased suite of products that we make available to members, increases, we may be required to expand the size of our debt warehousing facilities or seek additional sources of capital. The availability of these financing sources depends on many factors, certain of which are outside of our control.
Many factors, including factors that are beyond our control, may result in higher default rates by our members and non-payment by our technology platform clients, a decline in the demand for our products, and potentially impact our ability to make accurate credit assessments, lending decisions or technology platform client selections.
Many factors, including factors that are beyond our control, may result in higher default rates by our members and non-payment by our technology platform clients, a decline in the demand for our products, including a reduction in deposits, and potentially impact our ability to make accurate credit assessments, lending decisions or technology platform client selections.
If we develop or use AI systems that are governed by the AI Act, it may necessitate ensuring higher standards of data quality, transparency, and human oversight, as well as adhering to specific ethical, accountability, and administrative requirements, some of which may increase our costs and compliance obligations.
If we develop or use AI systems that are governed by the AI Act, it may necessitate ensuring higher standards of data quality, transparency, and human oversight, as well as adhering to specific ethical, accountability, and administrative requirements, certain of which may increase our costs and compliance obligations.
TABLE OF CONTENTS Further, the concentration of our loans in one or more geographic locations may have a disproportionate effect on us or investors in our loans or securities backed by our loans if governmental authorities in any of those areas take action against us as originator, master servicer or servicer of those loans or take action affecting our ability as master servicer or servicer to service those loans.
Further, the concentration of our loans in one or more geographic locations may have a disproportionate effect on us or investors in our loans or securities backed by our loans if governmental authorities in any of those areas take action against us as originator, master servicer or servicer of those loans or take action affecting our ability as master servicer or servicer to service those loans.
Furthermore, the success of the SoFi Credit Card products depends on our ability to execute on our funding strategy for the resulting credit card receivables. We may establish a credit card receivable securitization program in the future. There is no guarantee, however, that we will be successful in establishing a securitization program for these assets.
TABLE OF CONTENTS Furthermore, the success of the SoFi Credit Card products depends on our ability to execute on our funding strategy for the resulting credit card receivables. We may establish a credit card receivable securitization program in the future. There is no guarantee, however, that we will be successful in establishing a securitization program for these assets.
Should we fail to expand and evolve SoFi Bank products in a successful manner, or should these new products, or new regulations or interpretations of existing regulations, impose requirements on us that are cumbersome or that we cannot satisfy, our business may be materially and adversely affected. The U.S.
Should we fail to expand and evolve SoFi Bank products and activities in a successful manner, or should these new products, or new regulations or interpretations of existing regulations, impose requirements on us that are cumbersome or that we cannot satisfy, our business may be materially and adversely affected. The U.S. Congress, the U.S.
We maintain systems and procedures designed to ensure that we comply with applicable laws and regulations; however, some legal/regulatory frameworks provide for the imposition of fines or penalties for noncompliance even though the noncompliance was inadvertent or unintentional and even though there were systems and procedures designed to ensure compliance in place at the time.
We maintain systems and procedures designed to ensure that we comply with applicable laws and regulations; however, certain legal/regulatory frameworks provide for the imposition of fines or penalties for noncompliance even though the noncompliance was inadvertent or unintentional and even though there were systems and procedures designed to ensure compliance in place at the time.
For example, while SoFi Bank met the definition of “well-capitalized” as of December 31, 2024 and currently has no restrictions regarding acceptance of brokered deposits or setting of interest rates, there can be no assurance that we will continue to meet this definition.
For example, while SoFi Bank met the definition of “well-capitalized” as of December 31, 2025 and currently has no restrictions regarding acceptance of brokered deposits or setting of interest rates, there can be no assurance that we will continue to meet this definition.
The 64 SoFi Technologies, Inc. TABLE OF CONTENTS failure to comply with any such laws could subject us to criminal or civil liability, cause us significant reputational harm and have an adverse effect on our business, financial condition and results of operations.
The 70 SoFi Technologies, Inc. TABLE OF CONTENTS failure to comply with any such laws could subject us to criminal or civil liability, cause us significant reputational harm and have an adverse effect on our business, financial condition and results of operations.
TABLE OF CONTENTS In addition, from time to time, we implement organizational changes to pursue greater efficiency and realign our business and strategic priorities. For example, in the past, we laid off a relatively small number of employees even though we intend to continue to hire in other areas.
In addition, from time to time, we implement organizational changes to pursue greater efficiency and realign our business and strategic priorities. For example, in the past, we laid off a relatively small number of employees even though we intend to continue to hire in other areas.
Accordingly, these transactions may not operate as we intend if we are required to adjust their terms as a result of transactions in the future or upon unanticipated developments that may adversely affect the functioning of the Capped Call Transactions. 37 SoFi Technologies, Inc.
Accordingly, these transactions may not operate as we intend if we are required to adjust their terms as a result of transactions in the future or upon unanticipated developments that may adversely affect the functioning of the Capped Call Transactions. 40 SoFi Technologies, Inc.
These provisions and duties also impose certain restrictions and obligations on us with respect to our dealings with our members, fund investors and our investments, including for example restrictions on transactions with our affiliates. Our Investment Adviser is also subject to other requirements under the Advisers Act and related regulations.
These provisions and duties also impose certain restrictions and obligations on us with respect to our dealings with our members and our investments, including for example restrictions on transactions with our affiliates. Our Investment Adviser is also subject to other requirements under the Advisers Act and related regulations.
While we have generally seen increases in revenue from SoFi Credit Card, there can be no assurance that our investments in SoFi Credit Card to acquire members, provide differentiated features and services and spur usage of our cards will continue to be effective, and developing our service offerings and forming new partnerships could have higher costs than anticipated, and could adversely impact our results or dilute our brand.
While we have generally seen increases in revenue from SoFi Credit Card, there can be no assurance that our investments in SoFi Credit Card to acquire members, provide differentiated features and services and spur usage of our cards will continue to be effective, and developing our service offerings and forming new partnerships could have higher costs than anticipated, and could adversely impact our results or dilute our brand. 58 SoFi Technologies, Inc.
We must comply with federal, state and local consumer protection laws including, among others, the federal and state UDAAP laws, the Federal Trade Commission Act, the Truth in Lending Act, the CRA, the Real Estate Settlement Procedures Act, the ECOA, the FHA, the HMDA, the Secure and Fair Enforcement for Mortgage Licensing Act, FCRA, the Fair Debt Collection Practices Act, the Servicemembers Civil Relief Act, the Military Lending Act, the Electronic Fund Transfer Act, the GLBA, the CARES Act and the Dodd-Frank Act.
We must comply with federal, state and local consumer protection laws including, among others, the federal and state UDAAP laws, the Federal Trade Commission Act, the Truth in Lending Act, the CRA, the Real Estate Settlement Procedures Act, the ECOA, the FHA, the HMDA, the Secure and Fair Enforcement for Mortgage Licensing Act, FCRA, state law versions of the Fair Debt Collection Practices Act, the Servicemembers Civil Relief Act, the Military Lending Act, the Electronic Fund Transfer Act, the GLBA, the CARES Act and the Dodd-Frank Act.
As a result, the outcome of legal and regulatory actions arising out of any state or federal inquiries we receive could have a material adverse effect on our business, financial condition or results of operations. 65 SoFi Technologies, Inc.
As a result, the outcome of legal and regulatory actions arising out of any state or federal inquiries we receive could have a material adverse effect on our business, financial condition or results of operations. 71 SoFi Technologies, Inc.
Our failure to comply with anti-money laundering, economic and trade sanctions regulations, and similar laws could subject us to substantial civil and criminal penalties, or result in the loss or restriction of our national bank charter, MSB or broker-dealer registrations and state licenses, or liability under our contracts with third parties, which may significantly affect our ability to conduct some aspects of our business.
Our failure to comply with anti-money laundering, economic and trade sanctions regulations, and similar laws could subject us to substantial civil and criminal penalties, or result in the loss or restriction of our national bank charter or broker-dealer registrations and state licenses, or liability under our contracts with third parties, which may significantly affect our ability to conduct certain aspects of our business.
TABLE OF CONTENTS The processing of personal data and implementation of new technologies could give rise to liabilities as a result of federal, state and international laws and regulations, as well as our failure to adhere to the privacy and data security practices that we articulate to our members.
The processing of personal data and implementation of new technologies could give rise to liabilities as a result of federal, state and international laws and regulations, as well as our failure to adhere to the privacy and data security practices that we articulate to our members.
Treasury Bonds. Any of these developments could adversely affect our business, our members, our technology platform clients, the value of our loan portfolios, our level of charge-offs and provision for credit losses, our capital levels, our liquidity and our results of operations.
Treasury Bonds. Any of these developments could adversely affect our business, our members, our technology platform clients, our other counterparties, the value of our loan portfolios, our level of charge-offs and provision for credit losses, our capital levels, our liquidity and our results of operations.
Increases in member default rates on loans could make us and our loans less attractive to whole loan buyers, lenders under debt warehouse facilities and investors in securitizations, which may adversely affect our access to financing and our business.
Increases in member default rates on loans could make us and our loans less attractive to whole loan buyers, Loan Platform Business counterparties, lenders under debt warehouse facilities and investors in securitizations, which may adversely affect our access to financing and our business.
If in the future, student loans were forgiven or canceled in any meaningful scale, or if federal loan borrowers were permitted to refinance at lower interest rates, our student loan refinancing business within our Lending segment, which is our largest segment, would be materially and adversely affected and our profitability, results of operations, financial condition, cash flows or future business prospects could be materially and adversely affected as a result.
If in the future, student loans were forgiven or canceled in any meaningful scale, or if federal loan borrowers were permitted to refinance at lower interest rates, our student loan refinancing business within our Lending segment would be materially and adversely affected and our profitability, results of operations, financial condition, cash flows or future business prospects could be materially and adversely affected as a result.
Some aspects of our platform include open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business. We incorporate open source software into our proprietary platform and into other processes supporting our business.
Certain aspects of our platform include open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business. We incorporate open source software into our proprietary platform and into other processes supporting our business.
For example, the EU’s Artificial Intelligence Act (“AI Act”) - the world’s first comprehensive AI law - entered into force on August 1, 2024 and, with some exceptions, will begin to apply as of August 2, 2026.
For example, the EU’s Artificial Intelligence Act (“AI Act”), the world’s first comprehensive AI law, entered into force on August 1, 2024 and, with certain exceptions, will begin to apply as of August 2, 2026.
Our loans performance and any actions taken by the rating agencies could result in the lenders under our warehouse facilities, the whole loan purchasers who purchase our loans, the investors in our securitizations who purchase securities backed by our loans, or future lenders, whole loan purchasers or securitization investors in similar arrangements, increasing the cost of providing future financing or refusing to provide future financing or purchase loans on terms acceptable to us or at all.
Our loans performance and any actions taken by the rating agencies could result in the lenders under our warehouse facilities, the whole loan purchasers who purchase our loans, the investors in our securitizations who purchase securities backed by our loans, or future lenders, whole loan purchasers, Loan Platform Business counterparties or securitization investors in similar arrangements, increasing the cost of providing future financing or refusing to provide future financing or purchase loans on terms acceptable to us or at all.
If a service provider fails to either provide the services required or expected or meet applicable contractual or regulatory requirements such as service levels or compliance with applicable laws, the failure could negatively impact our business.
If a service provider or their subcontractor fails to either provide the services required or expected or meet applicable contractual or regulatory requirements such as service levels or compliance with applicable laws, the failure could negatively impact our business.
Additionally, an inflationary environment combined with a healthy labor market and decreases in the market value of our equity awards could make it more costly for us to attract or retain employees.
For example, an inflationary environment combined with a healthy labor market and decreases in the market value of our equity awards could make it more costly for us to attract or retain employees.
Any failure on our part or on the part of third parties on whom we rely to perform functions related to our servicing activities to properly service our loans or the loans originated by third parties could result in us being removed as the servicer on the loans, including loans financed by our warehouse facilities or sold into our whole loan sales channel and securitization transactions.
Any failure on our part or on the part of third parties on whom we rely to perform functions related to our servicing activities to properly service our loans or the loans originated by third parties could result in us being removed as the servicer on the loans, including loans financed by our warehouse facilities or sold into our whole loan sales channel and securitization transactions or to Loan Platform Business counterparties.
Changes in this regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government, may significantly affect or change the manner in which we currently conduct some aspects of our business.
Changes in this regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government, may significantly affect or change the manner in which we currently conduct certain aspects of our business.
Security incidents or compromises could occur from outside our company, and also from the actions of persons inside our company who may have authorized or unauthorized access to our technology systems, despite our investment in security controls.
Security incidents, data breaches, or compromises could occur from outside our company, and also from the actions of persons inside our company who may have authorized or unauthorized access to our technology systems, despite our investment in security controls.
In addition to the receivables described above, we also hold on our consolidated balance sheet certain risk retention assets with respect to which we have a reduced ability to receive financing. These risk retention assets include residuals from our securitization trusts that are either ineligible for transfer or are subject to EU regulations.
TABLE OF CONTENTS In addition to the receivables described above, we also hold on our consolidated balance sheet certain risk retention assets with respect to which we have a reduced ability to receive financing. These risk retention assets include residuals from our securitization trusts that are either ineligible for transfer or are subject to EU regulations.
TABLE OF CONTENTS Concerns in our ability, perceived or otherwise, to protect the privacy and security of personal information may affect our ability to retain and engage new and existing members, clients, investors, and employees, and thereby affect our financial condition.
Concerns in our ability, perceived or otherwise, to protect the privacy and security of personal information may affect our ability to retain and engage new and existing members, clients, investors, and employees, and thereby affect our financial condition.
Further, a number of other states have proposed new privacy laws, some of which would be comprehensive such as the CCPA and others which are more narrowly focused on particular types of data.
Further, a number of other states have proposed new privacy laws, certain of which would be comprehensive such as the CCPA and others which are more narrowly focused on particular types of data.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeTABLE OF CONTENTS As part of our cybersecurity risk management program, SoFi maintains a formal Third-Party Security Risk Management program that provides oversight of cybersecurity risks related to supplier relationships. During supplier onboarding, we perform risk-based due diligence for suppliers with access to confidential SoFi information or that require technical integration with SoFi systems.
Biggest changeDuring supplier onboarding, we perform risk-based due diligence for suppliers with access to confidential SoFi information or that require technical integration with SoFi systems. This program includes the provision of a cybersecurity risk assessment to these suppliers during onboarding as well as ongoing monitoring, assessment, and contract review.
Governance Related to Cybersecurity Risks The Board of Directors has overall responsibility for risk oversight and has delegated oversight of our cybersecurity program to the Risk Committee, which is comprised of a minimum of three Board members. The Risk Committee is responsible for the information technology and cybersecurity function at the Company.
“ Risk Factors — Information Technology and Data Risks ”. Governance Related to Cybersecurity Risks The Board of Directors has overall responsibility for risk oversight and has delegated oversight of our cybersecurity program to the Risk Committee, which is comprised of a minimum of three Board members.
Relevant duties include, but are not limited to, annually reviewing Cybersecurity’s prior year performance and the upcoming program roadmap, and approving the cybersecurity program. The Risk Committee meets at least four times each year and discusses cybersecurity risk management as relevant and applicable. Our CISO has primary responsibility for assessing and managing our cybersecurity program.
The Risk Committee is responsible for the information technology and cybersecurity function at the Company. Relevant duties include, but are not limited to, annually reviewing Cybersecurity’s prior year performance and the upcoming program roadmap, and approving the cybersecurity program. The Risk Committee meets at least four times each year and discusses cybersecurity risk management as relevant and applicable.
The CISO has served in this role at SoFi for four years and has over twenty years of experience working in senior leadership positions in the cybersecurity industry. He previously served as the CISO at leading software and data analytics companies and co-founded a cybersecurity company.
Our CISO has primary responsibility for assessing and managing our cybersecurity program. The CISO has served in this role at SoFi since June 2025 and has over 25 years of experience working in senior leadership positions in the cybersecurity industry. He previously served as the CISO at leading software and financial technology companies.
For more information on risks to us from cybersecurity threats, see “ Cyberattacks and other security incidents and compromises could have an adverse effect on our business, harm our reputation and expose us to liability and adversely affect our ability to collect payments and maintain accurate accounts.
For more information on risks to us from cybersecurity threats, see “ Cyberattacks and other security incidents and compromises could have an adverse effect on our business and systems, harm our brand and our reputation and expose us to liability. Efforts to prevent and respond to these attacks and incidents are costly ” in Part I, Item 1A.
This program includes the provision of a cybersecurity risk assessment to these suppliers during onboarding as well as ongoing monitoring, assessment, and contract review. We have not identified any cybersecurity incidents or threats that have materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
We have not identified any cybersecurity incidents, data breaches, or threats that have materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
We are also subject to examinations by applicable regulators. We conduct cybersecurity awareness training for personnel upon hire and on a periodic basis thereafter, which includes phishing training campaigns. 82 SoFi Technologies, Inc.
We are also subject to examinations by applicable regulators. We conduct cybersecurity awareness training for personnel upon hire and on a periodic basis thereafter, which includes phishing training campaigns. As part of our cybersecurity risk management program, SoFi maintains a formal Third-Party Security Risk Management program that provides oversight of cybersecurity risks related to supplier relationships.
Removed
Efforts to prevent and respond to these attacks and incidents are costly ” in Part I, Item 1A. “ Risk Factors — Information Technology and Data Risks ”.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur properties total approximately 396,000 square feet, with the most significant properties and the reportable segments that primarily utilize those properties as follows: Location Approximate Square Footage Segments (1) California (San Francisco HQ, Sacramento) 111,000 L, TP, FS Utah (Cottonwood Heights, Sandy) 92,000 L, TP, FS North Carolina (Charlotte) 43,000 L Florida (Jacksonville) 37,000 L, FS Montana (Helena) 20,000 L Uruguay (Montevideo) 14,000 TP New York (New York City) 13,000 L, FS Texas (Frisco) 13,000 L Washington (Seattle) 10,000 L, FS Kansas (Overland Park) 10,000 L Argentina (Buenos Aires) 8,000 TP Mexico (Cuauhtémoc) 7,000 TP ___________________ (1) Segment references include: L = Lending, TP = Technology Platform, and FS = Financial Services. 83 SoFi Technologies, Inc.
Biggest changeTABLE OF CONTENTS approximately 434,000 square feet, with the most significant properties and the reportable segments that primarily utilize those properties as follows: Location Approximate Square Footage Segments (1) California (San Francisco HQ, Sacramento) 102,000 L, TP, FS Utah (Cottonwood Heights, Sandy) 103,000 L, TP, FS North Carolina (Charlotte) 64,000 L Florida (Jacksonville) 37,000 L, FS New York (New York City) 24,000 L, FS Montana (Helena) 20,000 L Texas (Frisco) 18,000 L Uruguay (Montevideo) 14,000 TP Washington (Seattle) 10,000 L, TP, FS Kansas (Overland Park) 10,000 L Argentina (Buenos Aires) 8,000 TP Mexico (Cuauhtémoc) 7,000 TP ___________________ (1) Segment references include: L = Lending, TP = Technology Platform, and FS = Financial Services.
We expect that will be able to find suitable space to accommodate any potential future expansion.
We expect that will be able to find suitable space to accommodate any potential future expansion. Our properties total 90 SoFi Technologies, Inc.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Holders of Record On June 1, 2021, our common stock began trading on the Nasdaq Global Select Market under the symbol “SOFI”. Prior to that time, there was no public market for our stock.
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Holders of Record Our common stock trades on the Nasdaq Global Select Market under the symbol “SOFI”.
Securities Authorized for Issuance Under Equity Compensation Plans The equity compensation plan information required by Item 201(d) of Regulation S-K will be set forth in the definitive Proxy Statement for the Company's annual meeting of stockholders, which we intend to file with the SEC within 120 days of the end of our 2024 fiscal year, and is incorporated by reference in this Annual Report on Form 10-K.
Securities Authorized for Issuance Under Equity Compensation Plans The equity compensation plan information required by Item 201(d) of Regulation S-K will be set forth in the definitive Proxy Statement for the Company's annual meeting of stockholders, which we intend to file with the SEC within 120 days of the end of our 2025 fiscal year, and is incorporated by reference in this Annual Report on Form 10-K.
TABLE OF CONTENTS Issuer Purchases of Equity Securities We did not have any purchases of our equity securities during the fourth quarter of 2024. Dividends We have never declared nor paid cash dividends on our common stock. We currently do not intend to pay cash dividends for the foreseeable future. Item 6. Reserved
TABLE OF CONTENTS Issuer Purchases of Equity Securities We did not have any purchases of our equity securities during the fourth quarter of 2025. Dividends We have never declared nor paid cash dividends on our common stock. We currently do not intend to pay cash dividends for the foreseeable future. Item 6. Reserved
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends, as applicable) from June 1, 2021 (the date our common stock commenced trading on the Nasdaq Global Select Market) to December 31, 2024.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends, as applicable) from June 1, 2021 (the date our common stock commenced trading on the Nasdaq Global Select Market) to December 31, 2025.
June 1, 2021 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 SoFi $ 100.00 $ 70.42 $ 20.35 $ 43.93 $ 67.99 Nasdaq Composite 100.00 114.30 77.11 111.54 144.52 S&P Financial 100.00 103.57 92.66 103.92 135.67 Recent Sales of Unregistered Securities None. 85 SoFi Technologies, Inc.
June 1, 2021 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 SoFi $ 100.00 $ 70.42 $ 20.35 $ 43.93 $ 67.99 $ 115.58 Nasdaq Composite 100.00 114.30 77.11 111.54 144.52 175.08 S&P Financial 100.00 103.57 92.66 103.92 135.67 156.06 Recent Sales of Unregistered Securities None. 92 SoFi Technologies, Inc.
As of January 31, 2025, there were 465 holders of record of our common stock, which does not include persons whose stock is held in nominee or “street name” accounts through brokers, banks and intermediaries.
As of January 30, 2026, there were 421 holders of record of our common stock, which does not include persons whose stock is held in nominee or “street name” accounts through brokers, banks and intermediaries.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

262 edited+91 added−90 removed148 unchanged
Biggest changeDirectly attributable expenses The directly attributable expenses allocated to the Financial Services segment that were used in the determination of the segment’s contribution profit (loss) were as follows: Year Ended December 31, 2024 vs. 2023 2023 vs. 2022 ($ in thousands) 2024 2023 2022 $ Change % Change $ Change % Change Compensation and benefits $ 137,097 $ 125,143 $ 110,288 $ 11,954 10 % $ 14,855 13 % Member incentives 80,837 54,616 45,923 26,221 48 % 8,693 19 % Product fulfillment 73,194 49,829 33,713 23,365 47 % 16,116 48 % Lead generation 50,325 36,447 30,418 13,878 38 % 6,029 20 % Direct advertising 36,729 44,347 36,660 (7,618) (17) % 7,687 21 % Intercompany technology platform expenses 23,924 12,961 4,600 10,963 85 % 8,361 182 % Professional services 22,972 12,719 4,590 10,253 81 % 8,129 177 % Other (1) 57,767 45,770 46,578 11,997 26 % (808) (2) % Directly attributable expenses (2) $ 482,845 $ 381,832 $ 312,770 $ 101,013 26 % $ 69,062 22 % __________________ (1) Other expenses primarily include operational product losses, third party fraud expense, network servicing fees, travel and occupancy-related costs, tools and subscriptions, and marketing expenses.
Biggest changeYear Ended December 31, 2025 vs. 2024 2024 vs. 2023 ($ in thousands) 2025 2024 2023 $ Change % Change $ Change % Change Net interest income $ 777,991 $ 573,422 $ 334,847 $ 204,569 36 % $ 238,575 71 % Noninterest income 764,025 248,089 101,668 515,936 208 % 146,421 144 % Total net revenue 1,542,016 821,511 436,515 720,505 88 % 384,996 88 % Provision for credit losses (30,329) (31,659) (54,945) 1,330 (4) % 23,286 (42) % Directly attributable expenses: Compensation and benefits (181,356) (137,097) (125,143) (44,259) 32 % (11,954) 10 % Member incentives (77,488) (80,837) (54,616) 3,349 (4) % (26,221) 48 % Product fulfillment (86,411) (73,194) (49,829) (13,217) 18 % (23,365) 47 % Lead generation (161,896) (50,325) (36,447) (111,571) 222 % (13,878) 38 % Direct advertising (33,323) (36,729) (44,347) 3,406 (9) % 7,618 (17) % Intercompany technology platform expenses (46,890) (23,924) (12,961) (22,966) 96 % (10,963) 85 % Professional services (30,245) (22,972) (12,719) (7,273) 32 % (10,253) 81 % Other (1) (101,169) (57,767) (45,770) (43,402) 75 % (11,997) 26 % Directly attributable expenses (718,778) (482,845) (381,832) (235,933) 49 % (101,013) 26 % Contribution profit (loss) $ 792,909 $ 307,007 $ (262) $ 485,902 158 % $ 307,269 n/m __________________ (1) Other expenses primarily include operational product losses, network servicing fees, travel and occupancy-related costs, tools and subscriptions and marketing expenses.
(2) Reflects changes in fair value inputs and assumptions on residual interests classified as debt, including conditional prepayment, default rates and discount rates. When third parties finance our consolidated securitization VIEs by purchasing residual interests, we receive proceeds at the time of the closing of the securitization and, thereafter, pass along contractual cash flows to the residual interest owner.
(2) Reflects changes in fair value inputs and assumptions on residual interests classified as debt, including conditional prepayment, default rates and discount rates. When third parties finance our consolidated securitization VIEs by purchasing residual interests, we receive proceeds at the time of the closing of the securitization and, thereafter, pass along contractual cash flows to the residual interest owner.
In our Financial Services segment, total products refers to the number of SoFi Money accounts (inclusive of checking and savings accounts held at SoFi Bank and cash management accounts), SoFi Invest accounts, SoFi Credit Card accounts (including accounts with a zero dollar balance at the reporting date), referred loans (which are originated by a third-party partner to which we provide pre-qualified borrower referrals), SoFi At Work accounts and SoFi Relay accounts (with either credit score monitoring enabled or external linked accounts) that have been opened through our platform through the reporting date.
In our Financial Services segment, total products refers to the number of SoFi Money accounts (inclusive of checking and savings accounts held at SoFi Bank and cash management accounts), SoFi Invest accounts, SoFi Credit Card accounts (including accounts with a zero dollar balance at the reporting date), referred loans (which are originated by a third-party partner to which we provide pre-qualified borrower referrals), SoFi At Work accounts, SoFi Relay accounts (with either credit score monitoring enabled or external linked accounts), and SoFi Crypto accounts that have been opened through our platform through the reporting date.
We continue to monitor the aforementioned conditions, general macroeconomic deterioration, including the interest rate environment, inflationary pressures, and the potential for a prolonged economic downturn or recession, as well as other factors, including those listed in " Cautionary Statement Regarding Forward-Looking Statements " and " Risk Factors " in Part I, Item 1A of this Annual Report.
We continue to monitor the aforementioned conditions, the general macroeconomic environment, including the interest rate environment, inflationary pressures, and the potential for a prolonged economic downturn or recession, as well as other factors, including those listed in " Cautionary Statement Regarding Forward-Looking Statements " and " Risk Factors " in Part I, Item 1A of this Annual Report.
These assumptions are highly sensitive to market interest rate changes and are not indicative of our performance or results of operations. These non-cash charges, which are recorded within noninterest income in the consolidated statements of operations and comprehensive income (loss), are unrealized during the period and, therefore, have no impact on our cash flows from operations.
These assumptions are highly sensitive to market interest rate changes and are not indicative of our performance or results of operations. Moreover, these non-cash charges, which are recorded within noninterest income in the consolidated statements of operations and comprehensive income (loss), are unrealized during the period and, therefore, have no impact on our cash flows from operations.
We offer personal loans, student loans, home loans and related servicing and offer a variety of financial services products, such as SoFi Money, SoFi Credit Card, SoFi Invest and SoFi Relay, that provide more daily interactions with our members, as well as products and capabilities, such as SoFi At Work, that are designed to appeal to enterprises.
We offer personal loans, student loans, home loans and related servicing and offer a variety of financial services products, such as SoFi Money, SoFi Credit Card, SoFi Crypto, SoFi Invest and SoFi Relay, that provide more daily interactions with our members, as well as products and capabilities, such as SoFi At Work, that are designed to appeal to enterprises.
(3) Net charge-offs related to personal, student and home loans are generally recorded in noninterest income—loan origination, sales, and securitizations as part of the respective loans total change in fair value. Net charge-offs related to credit card and commercial and consumer banking are considered as part of the allowance for credit losses and provision for credit losses .
(3) Net charge-offs related to personal, student and home loans are generally recorded in noninterest income—loan origination, sales, securitizations and servicing as part of the respective loans total change in fair value. Net charge-offs related to credit card and commercial and consumer banking are considered as part of the allowance for credit losses and provision for credit losses .
During the year ended December 31, 2024, total personal loan origination volume increased by 28% relative to 2023, inclusive of a $2.1 billion increase related to personal loans originated on behalf of third parties during the second half of 2024 in support of our Loan Platform Business.
During the year ended December 31, 2024, personal loan origination volume increased by 28% relative to 2023, inclusive of a $2.1 billion increase related to personal loans originated on behalf of third parties during the second half of 2024 in support of our Loan Platform Business.
Noninterest income in our Financial Services segment increased by $146.4 million, or 144%, for the year ended December 31, 2024 compared to 2023, primarily due to: (i) growth in our Loan Platform Business of $108.0 million, which includes increases in loan platform fees related to revenue from loans which we originate on behalf of third parties in order to subsequently sell as well as pre-qualified borrower referrals to third-party loan origination partners as we continue to drive volume to our partners; and (ii) an increase in interchange fees of $31.6 million, which coincided with increased credit card and debit card transactions. 2023 vs. 2022.
Noninterest income in our Financial Services segment increased by $146.4 million, or 144%, for the year ended December 31, 2024 compared to 2023, primarily due to: (i) growth in our Loan Platform Business of $108.0 million, which includes increases in loan platform fees related to revenue from loans which we originate on behalf of third parties in order to subsequently sell as well as pre-qualified borrower referrals to third-party loan origination partners as we continue to drive volume to our partners; and (ii) an increase in interchange fees of $31.6 million, which coincided with increased credit card and debit card transactions.
Financial Services directly attributable expenses increased by $101.0 million, or 26%, for the year ended December 31, 2024 compared to 2023, primarily due to: (i) an increase in direct member incentives utilized to drive adoption and usage of our Financial Services products, the most significant of which was our SoFi Money product; (ii) an increase in product fulfillment costs, which included debit card fulfillment services, primarily related to our SoFi Money product; (iii) an increase in compensation and benefits expense, which reflected an increase in allocated compensation and related benefits to support growth in the Financial Services segment, in addition to increases in average compensation in 2024; and (iv) an increase in intercompany expenses attributable to increased usage of technology platform services during the 2024 period. 2023 vs. 2022.
Financial Services directly attributable expenses increased by $101.0 million, or 26%, for the year ended December 31, 2024 compared to 2023, primarily due to: (i) an increase in direct member incentives utilized to drive adoption and usage of our Financial Services products, the most significant of which was our SoFi Money product; (ii) an increase in product fulfillment costs, which included debit card fulfillment services, primarily related to our SoFi Money product; (iii) an increase in compensation and benefits expense, which reflected an increase in allocated compensation and related benefits to support growth in the Financial Services segment, in addition to increases in average compensation in 2024; and (iv) an increase in intercompany expenses attributable to increased usage of technology platform services during the 2024 period.
For the year ended December 31, 2024, $197.4 million of unpaid principal balance was recorded in prior periods as a write down in noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive income (loss).
For the year ended December 31, 2024, $197.4 million of unpaid principal balance was recorded in prior periods as a write down in noninterest income—loan origination, sales, securitizations and servicing in the consolidated statements of operations and comprehensive income (loss).
(2) Our income tax position in 2024 was primarily due to the release in the fourth quarter of a $258 million valuation allowance against certain deferred tax assets based on our reassessment of their realizability.
Our income tax position in 2024 was primarily due to the release in the fourth quarter of a $258 million valuation allowance against certain deferred tax assets based on our reassessment of their realizability.
Adjusted EBITDA margin is computed as adjusted EBITDA divided by adjusted net revenue. Incremental adjusted EBITDA margin is defined as the change in adjusted EBITDA, divided by change in adjusted net revenue. See ‘ Adjusted Net Revenue ’ above for a reconciliation of this non-GAAP measure.
Adjusted EBITDA margin is computed as adjusted EBITDA divided by adjusted net revenue. Incremental adjusted EBITDA margin is defined as the change in adjusted EBITDA, divided by change in adjusted net revenue. See “ Adjusted Net Revenue” above for a reconciliation of this non-GAAP measure.
Noninterest income The table below presents revenue from contracts with customers disaggregated by type of service, as well as a reconciliation of total revenue from contracts with customers to total noninterest income for the Financial Services segment.
TABLE OF CONTENTS Noninterest income The table below presents revenue from contracts with customers disaggregated by type of service, as well as a reconciliation of total revenue from contracts with customers to total noninterest income for the Financial Services segment.
Management believes adjusted net income (loss), adjusted net income margin, incremental adjusted net income margin and adjusted EPS are useful because they enable management and investors to assess our core operating performance or results of operations, by removing the effects of certain non-cash items and charges to present a comparable view for period over period comparisons of our business. 95 SoFi Technologies, Inc.
Management believes adjusted net income (loss), adjusted net income margin, incremental adjusted net income margin and adjusted EPS are useful because they enable management and investors to assess our core operating performance or results of operations, by removing the effects of certain non-cash items and charges to present a comparable view for period over period comparisons of our business. 102 SoFi Technologies, Inc.
The estimated interest payments assume that our borrowings under the revolving credit facility (i) remain unchanged, (ii) are held to maturity, and (iii) incur interest at the rate for standard withdrawals in effect as of December 31, 2024 through its maturity. See Note 12. Debt to the Notes to Consolidated Financial Statements for additional information on our revolving credit facility.
The estimated interest payments assume that our borrowings under the revolving credit facility (i) remain unchanged, (ii) are held to maturity, and (iii) incur interest at the rate for standard withdrawals in effect as of December 31, 2025 through its maturity. See Note 12. Debt to the Notes to Consolidated Financial Statements for additional information on our revolving credit facility.
Adjusted contribution margin is defined as segment contribution profit (loss) for the Lending segment, divided by adjusted net revenue for the Lending segment, a non-GAAP measure. Incremental adjusted contribution margin is defined as the change in segment contribution profit (loss) for our Lending segment, divided by change in adjusted net revenue for the Lending segment.
Adjusted contribution margin is defined as segment contribution profit for the Lending segment, divided by adjusted net revenue for the Lending segment, a non-GAAP measure. Incremental adjusted contribution margin is defined as the change in segment contribution profit for our Lending segment, divided by change in adjusted net revenue for the Lending segment.
As of December 31, 2024, our regulatory capital ratios exceeded the thresholds required to be regarded as a well-capitalized institution, and meet all capital adequacy requirements to which we are subject. There have been no events or conditions since December 31, 2024 that management believes would change the categorization. See Note 21.
As of December 31, 2025, our regulatory capital ratios exceeded the thresholds required to be regarded as a well-capitalized institution, and meet all capital adequacy requirements to which we are subject. There have been no events or conditions since December 31, 2025 that management believes would change the categorization. See Note 21.
The allowance release of $8.0 million was also primarily related to our credit card products, reflecting improved credit quality of the portfolio, including higher borrower FICO scores. The prior year provision for the year ended December 31, 2023 was $54.9 million, reflecting net charge-offs of $41.0 million and an allowance increase of $13.3 million. 2023 vs. 2022.
The allowance release of $8.0 million was also primarily related to our credit card products, reflecting improved credit quality of the portfolio, including higher borrower FICO scores. The prior year provision for the year ended December 31, 2023 was $54.9 million, reflecting net charge-offs of $41.0 million and an allowance increase of $13.3 million.
Member growth is generally an indicator of future revenue, but is not directly correlated with revenues, since not all members who sign up for one of our products fully utilize or continue to use our products, and not all of our products (such as our complimentary product, SoFi Relay) provide direct sources of revenue. 97 SoFi Technologies, Inc.
Member growth is generally an indicator of future revenue, but is not directly correlated with revenues, since not all members who sign up for one of our products fully utilize or continue to use our products, and not all of our products (such as our complimentary product, SoFi Relay) provide direct sources of revenue. 104 SoFi Technologies, Inc.
Technology Platform segment directly attributable expenses increased by $10.7 million, or 4%, for the year ended December 31, 2024 compared to 2023, primarily attributable to an increase in product fulfillment costs, primarily related to payment processing network association fees associated with increased activity on the platform. 2023 vs. 2022.
Technology Platform segment directly attributable expenses increased by $10.7 million, or 4%, for the year ended December 31, 2024 compared to 2023, primarily attributable to an increase in product fulfillment costs, primarily related to payment processing network association fees associated with increased activity on the platform.
TABLE OF CONTENTS For the year ended December 31, 2023, net cash used in operating activities of $7.2 billion stemmed from a net loss of $300.7 million and an unfavorable change in our operating assets net of operating liabilities of $7.6 billion, partially offset by a positive adjustment for non-cash items of $706.8 million.
For the year ended December 31, 2023, net cash used in operating activities of $7.2 billion stemmed from a net loss of $300.7 million and an unfavorable change in our operating assets net of operating liabilities of $7.6 billion, partially offset by a positive adjustment for non-cash items of $706.8 million.
“Company Overview—SoFi Bank ” and “ Government Supervision and Regulation ” for a discussion of the key expected financial benefits to us of operating a national bank and discussion of supervision and regulation that we are subject to. See Part I, Item 1A. “ Risk Factors ” for discussion of certain potential risks related to being a bank holding company.
“Company Overview—SoFi Bank ” and “ Government Supervision and Regulation ” for a discussion of the key expected financial benefits to us of operating a national bank and discussion of supervision and regulation to which we are subject. See Part I, Item 1A. “ Risk Factors ” for discussion of certain potential risks related to being a bank holding company.
An allowance for credit losses is required when there is an expected credit loss after considering the fair value of the collateral as well as any anticipated future changes in the underlying collateral. As of December 31, 2024, based on this evaluation we did not recognize an allowance for credit losses on our secured loans.
An allowance for credit losses is required when there is an expected credit loss after considering the fair value of the collateral as well as any anticipated future changes in the underlying collateral. As of December 31, 2025, based on this evaluation we did not recognize an allowance for credit losses on our secured loans.
For all of our reporting units, management continued to monitor events and circumstances after October 1 annual testing date and through December 31, 2024, concluding that it was not more-likely-than-not that the fair value of any of our reporting units was below its respective carrying value as of December 31, 2024.
For all of our reporting units, management continued to monitor events and circumstances after the October 1 annual testing date and through December 31, 2025, concluding that it was not more-likely-than-not that the fair value of any of our reporting units was below its respective carrying value as of December 31, 2025.
Overall increases in origination volume were primarily due to increased demand driven by expanded marketing efforts and increased demand for debt consolidation products in a rising interest rate environment during 2023 that remained elevated into the third quarter of 2024.
Overall increases in origination volume were primarily due to increased demand driven by expanded marketing efforts and increased demand for debt consolidation products in a rising interest rate environment during 2023 that remained elevated into the third quarter of 2024. Student Loans.
Provision for credit losses in our Financial Services segment decreased by $23.3 million, or 42%, primarily related to improvement in credit card delinquency rates (total credit card delinquency rate was 4.8%, down approximately 210 bps from the comparative period) as a result of tighter underwriting standards and risk mitigation actions, and improved credit quality of the portfolio, including higher borrower FICO scores. 2023 vs. 2022.
Provision for credit losses in our Financial Services segment decreased by $23.3 million, or 42%, primarily related to improvement in credit card delinquency rates (total credit card delinquency rate was 4.8%, down approximately 210 bps from the comparative period) as a result of tighter underwriting standards and risk mitigation actions, and improved credit quality of the portfolio, including higher borrower FICO scores.
(8) Reflects changes in fair value inputs and assumptions, including market servicing costs, conditional prepayment, default rates and discount rates. This non-cash change is unrealized during the period and, therefore, has no impact on our cash flows from operations.
(7) Reflects changes in fair value inputs and assumptions, including market servicing costs, conditional prepayment, default rates and discount rates. This non-cash change is unrealized during the period and, therefore, has no impact on our cash flows from operations.
Further, product growth may not directly correlate with expense growth as a result of the effects of the Financial Services Productivity Loop. See “ Consolidated Results of Operations ” and “ Summary Results by Segment ” for discussion and analysis of operating results. 98 SoFi Technologies, Inc.
Further, product growth may not directly correlate with expense growth as a result of the effects of the Financial Services Productivity Loop. See “ Consolidated Results of Operations ” and “ Summary Results by Segment ” for discussion and analysis of operating results. 105 SoFi Technologies, Inc.
Commitments, Guarantees, Concentrations and Contingencies to the Notes to Consolidated Financial Statements for additional information on these financial commitments. (5) Contractual obligations exclude residual interests classified as debt that result from transfers of assets that are accounted for as secured financings.
Commitments, Guarantees, Concentrations and Contingencies to the Notes to Consolidated Financial Statements for additional information on these financial commitments. (4) Contractual obligations exclude residual interests classified as debt that result from transfers of assets that are accounted for as secured financings.
The decrease in loan origination, sales, and securitizations income of $115.9 million, or 31%, was primarily driven by: (i) higher personal loan as well as student loan write-offs in the 2024 period, primarily driven by higher loan origination volume, longer loan holding periods and elevated charge off rates during 2024 ($170.7 million); (ii) a net decrease of $111.0 million related to the following: lower fair value gains on personal loans, which were primarily impacted by smaller decreases in discount rate assumptions during 2024 ($371.2 million); lower fair value gains on student loans, which were primarily impacted by higher discount rate assumptions ($77.7 million); and gains on student loan, personal loan and risk retention interest rate swap positions during 2024 compared to losses in 2023, primarily driven by larger increases in interest rates in the 2024 period ($337.9 million); and (iii) higher losses of $66.1 million on personal loan sales in the 2024 period, and were due to both price and volume factors, as well as delinquent loan sales in the 2024 period only.
The decrease in loan origination, sales, securitizations and servicing income of $131.0 million, or 32%, was primarily driven by: (i) higher personal loan as well as student loan write-offs in the 2024 period, primarily driven by higher loan origination volume, longer loan holding periods and elevated charge off rates during 2024 ($170.7 million); (ii) a net decrease of $111.0 million related to the following: lower fair value gains on personal loans, which were primarily impacted by smaller decreases in discount rate assumptions during 2024 ($371.2 million); lower fair value gains on student loans, which were primarily impacted by higher discount rate assumptions ($77.7 million); and gains on student loan, personal loan and risk retention interest rate swap positions during 2024 compared to losses in 2023, primarily driven by larger increases in interest rates in the 2024 period ($337.9 million); and (iii) higher losses of $66.1 million on personal loan sales in the 2024 period, and were due to both price and volume factors, as well as delinquent loan sales in the 2024 period only.
Total Products Total products in our Lending segment is a subset of our total products metric. See “ Key Business Metrics ” and Part I, Item 1. “ Our Reportable Segments ” for further discussion of this measure as it relates to our Lending segment.
TABLE OF CONTENTS Total Products Total products in our Lending segment is a subset of our total products metric. See “ Key Business Metrics ” and Part I, Item 1. “ Our Reportable Segments ” for further discussion of this measure as it relates to our Lending segment.
Our subsidiaries are restricted in the amount that can be distributed to SoFi only to the extent that such distributions would cause the financial covenants to not be met. We were in compliance with all covenants as of December 31, 2024.
Our subsidiaries are restricted in the amount that can be distributed to SoFi only to the extent that such distributions would cause the financial covenants to not be met. We were in compliance with all covenants as of December 31, 2025.
TABLE OF CONTENTS Product Offerings Our aim is to develop and offer a best-in-class integrated financial services platform with products that meet the broad objectives of our members and the lifecycle of their financial needs.
Product Offerings Our aim is to develop and offer a best-in-class integrated financial services platform with products that meet the broad objectives of our members and the lifecycle of their financial needs.
As such, these positive and negative changes in fair value attributable to assumption changes are adjusted out of net income (loss) to provide management and financial users with better visibility into the earnings available to finance our operations. (9) Reflects changes in fair value inputs and assumptions, including conditional prepayment, default rates and discount rates.
As such, these positive and negative changes in fair value attributable to assumption changes are adjusted out of net income to provide management and financial users with better visibility into the earnings available to finance our operations. (8) Reflects changes in fair value inputs and assumptions, including conditional prepayment, default rates and discount rates.
As of December 31, 2024, our regulatory capital ratios exceeded the thresholds required to be regarded as a well-capitalized institution, and meet all capital adequacy requirements to which we are subject.
As of December 31, 2025, our regulatory capital ratios exceeded the thresholds required to be regarded as a well-capitalized institution, and meet all capital adequacy requirements to which we are subject.
As such, these positive and negative non-cash changes in fair value attributable to assumption changes are adjusted out of net income (loss) to provide management and financial users with better visibility into the earnings available to finance our operations. (10) Reflects gain on extinguishment of debt.
As such, these positive and negative non-cash changes in fair value attributable to assumption changes are adjusted out of net income to provide management and financial users with better visibility into the earnings available to finance our operations. (9) Reflects gain on extinguishment of debt.
Debt to the Notes to Consolidated Financial Statements for additional information on our borrowing arrangements and the capped call transactions entered into in connection with the issuance of our convertible notes. Covenants We have various affirmative and negative financial covenants, as well as non-financial covenants, related to our warehouse debt and revolving credit facility.
Refer to Note 12. Debt to the Notes to Consolidated Financial Statements for additional information on our borrowing arrangements and the capped call transactions entered into in connection with the issuance of our convertible notes. Covenants We have various affirmative and negative financial covenants, as well as non-financial covenants, related to our warehouse debt and revolving credit facility.
These increases reflect growth in our portfolios, seasoning of vintages and credit normalization, along with the impact of the end of the student loan payment moratorium on August 30, 2023. 2023 vs. 2022 .
These increases reflect growth in our portfolios, seasoning of vintages and credit normalization, along with the impact of the end of the student loan payment moratorium on August 30, 2023.
These fees accounted for 36% of our total Financial Services noninterest income for the year ended December 31, 2024. • Referral fees : Through strategic partnerships, we earn a specified referral fee in connection with referral activity we facilitate through our platform, inclusive of referral fees generated through our Loan Platform Business for providing pre-qualified borrower referrals (referred loans) to a third-party partner who separately contracts with a loan originator.
These fees accounted for 65% of our total Financial Services noninterest income for the year ended December 31, 2025. • Referral fees : Through strategic partnerships, we earn a specified referral fee in connection with referral activity we facilitate through our platform, inclusive of referral fees generated through our Loan Platform Business for providing pre-qualified borrower referrals (referred loans) to a third-party partner who separately contracts with a loan originator.
(3) The convertible notes will mature October 2026 and March 2029, unless earlier repurchased, redeemed or converted. Includes principal balance for the 2026 convertible notes and 2029 convertible notes, and future interest expense on our 2029 convertible notes.
(2) The convertible notes will mature October 2026 and March 2029, unless earlier repurchased, redeemed or converted. Includes principal balance for the 2026 convertible notes and 2029 convertible notes, and future interest expense on our 2029 convertible notes.
Amounts reflect revenue from our servicing agreements on loans which we did not originate, excluding the impacts of changes in fair value inputs and assumptions on related servicing rights as they were immaterial for all periods presented. 2024 vs. 2023 .
Amounts reflect revenue from our servicing agreements on loans which we did not originate, excluding the impacts of changes in fair value inputs and assumptions on related servicing rights as they were immaterial for all periods presented. Other 2025 vs. 2024.
Interchange fees accounted for 27% of our total Financial Services noninterest income for the year ended December 31, 2024. • Brokerage fees : We earn brokerage fees primarily from our share lending and payment for order flow arrangements related to our SoFi Invest product, in which we benefit through a negotiated multi-year revenue sharing arrangement, since our members' brokerage activity drives the share lending and payment for order flow volume.
Interchange fees accounted for 15% of our total Financial Services noninterest income for the year ended December 31, 2025. • Brokerage fees : We earn brokerage fees primarily from our share lending and payment for order flow arrangements related to our SoFi Invest product, in which we benefit through a negotiated multi-year revenue sharing arrangement, since our members' brokerage activity drives the share lending and payment for order flow volume.
See ‘ Adjusted Net Revenue ’ above for a reconciliation of Lending segment adjusted net revenue.
See “ Adjusted Net Revenue” above for a reconciliation of Lending segment adjusted net revenue.
Loans to the Notes to Consolidated Financial Statements for additional information. (5) Net charge-off ratio is calculated as net charge-offs divided by average loans. 2024 vs. 2023.
Loans to the Notes to Consolidated Financial Statements for additional information. (5) Net charge-off ratio is calculated as net charge-offs divided by average loans. 2025 vs. 2024.
(4) Excludes the impact of delinquent personal loan sales during the year ended December 31, 2024 . These loans were sold prior to charge-off during the year ended December 31, 2024 and otherwise would have been charged off as of December 31, 2024 consistent with our policy. See Note 4.
(4) Excludes the impact of delinquent personal loan sales during the years ended December 31, 2025 and 2024. These loans were sold prior to charge-off during the years ended December 31, 2025 and 2024 and otherwise would have been charged off as of December 31, 2025 and 2024 consistent with our policy. See Note 4.
These decreases were partially offset by higher origination fees primarily related to a new product feature offered on personal loans, whereby a borrower may optionally elect to pay origination fees to qualify for a lower annual percentage rate ($242.9 million). 2023 vs. 2022.
These decreases were partially offset by higher origination fees primarily related to a new product feature offered on personal loans, whereby a borrower may optionally elect to pay origination fees to qualify for a lower annual percentage rate ($242.9 million).
We utilize third-party valuation specialists to perform a valuation of these Level 2 and Level 3 financial instruments on a monthly basis with quarterly oversight by a Valuation Working Group established by the Company that comprises leaders across finance, capital markets and accounting.
We utilize third-party valuation specialists to perform a valuation of these Level 2 and Level 3 financial instruments on a monthly basis with quarterly oversight by a Valuation Committee established by the Company that comprises leaders across finance, capital markets and accounting.
We believe we have a high-quality loan portfolio, as indicated by our Lending segment weighted average origination FICO score of 750 during the year ended December 31, 2024. We also originate and sell loans in support of our Loan Platform Business, through which we provide lending related services to third-party partners.
We believe we have a high-quality loan portfolio, as indicated by our Lending segment weighted average origination FICO score of 749 during the year ended December 31, 2025. We also originate and sell loans in support of our Loan Platform Business, through which we provide lending related services to third-party partners.
Volume and rate changes have been allocated on a consistent basis using the respective percentage changes in average balances and average rates. 106 SoFi Technologies, Inc.
Volume and rate changes have been allocated on a consistent basis using the respective percentage changes in average balances and average rates. 113 SoFi Technologies, Inc.
TABLE OF CONTENTS Servicing We own the master servicing on all of the servicing rights that we retain and, in each case, recognize the gross servicing rate applicable to each serviced loan.
Servicing We own the master servicing on all of the servicing rights that we retain and, in each case, recognize the gross servicing rate applicable to each serviced loan.
(5) Presented within noninterest income—other, noninterest income—servicing and noninterest income—loan origination, sales, and securitizations in the consolidated statements of operations and comprehensive income (loss) . 2024 vs. 2023.
(5) Presented within noninterest income—other and noninterest income—loan origination, sales, securitizations and servicing in the consolidated statements of operations and comprehensive income (loss) . 2025 vs. 2024.
Loans We elected the fair value option to measure our personal loans, student loans and home loans, as we believe that fair value best reflects the expected economic performance of the loans. Home loans classified as Level 2 have observable pricing sources utilized by management.
Loans We generally elect the fair value option to measure our personal loans, student loans and home loans, as we believe that fair value best reflects the expected economic performance of the loans. Home loans classified as Level 2 have observable pricing sources utilized by management.
Management believes this measure is useful because it enables management and investors to assess our underlying operating performance and cash available to fund our operations. In addition, management uses this measure to better decide on the proper expenses to authorize for each of our operating segments, to ultimately help achieve target contribution profit margins.
Management believes this measure is useful because it enables management and investors to assess our underlying operating performance and cash available to fund our operations. In addition, management uses this measure to better decide on the proper expenses to authorize for each of our operating segments, to ultimately help achieve target contribution profit margins. 97 SoFi Technologies, Inc.
Origination Volum e Our Lending segment is our largest segment, comprising 56%, 65% and 72% of total net revenue during the years ended December 31, 2024, 2023 and 2022, respectively. We are dependent upon the addition of new members and new activity from existing members to generate origination volume, which we believe is a contributor to Lending segment net revenue.
Origination Volum e Our Lending segment is our largest segment, comprising 51%, 56% and 65% of total net revenue during the years ended December 31, 2025, 2024 and 2023, respectively. We are dependent upon the addition of new members and new activity from existing members to generate origination volume, which we believe is a contributor to Lending segment net revenue.
(2) Sale execution represents the ratio of cash proceeds and servicing assets recognized to the aggregate unpaid principal balance and accrued interest of the loans sold.
(3) Sale execution represents the ratio of cash proceeds and servicing assets recognized to the aggregate unpaid principal balance and accrued interest of the loans sold.
In addition, our Financial Services segment has historically generated losses, and achieved contribution profit for the first time during the third quarter of 2023. Our capital expenditures have historically been less significant relative to our operating and financing cash flows, and we expect this trend to continue for the foreseeable future. 124 SoFi Technologies, Inc.
In addition, our Financial Services segment has historically generated losses, and achieved contribution profit for the first time during the third quarter of 2023. Our capital expenditures have historically been less significant relative to our operating and financing cash flows, and we expect this trend to continue for the foreseeable future.
Our long-term liquidity strategy includes continuing to grow our deposit base, maintaining adequate warehouse capacity, maintaining corporate debt and other sources of financing, as well as effectively managing the capital raised through debt and equity transactions.
Our long-term liquidity strategy includes continuing to grow our deposit base, maintaining adequate warehouse capacity, maintaining access to debt capital markets and other sources of financing, as well as effectively managing the capital raised through debt and equity transactions.
The estimated interest payments assume that our borrowings under the 2029 convertible notes (i) remain unchanged, (ii) are held to maturity, and (iii) incur interest at the rate in effect as of December 31, 2024 through maturity. See “ Borrowings ” for additional information on the provisions of our convertible notes. (4) See Note 18.
The estimated interest payments assume that our borrowings under the 2029 convertible notes (i) remain unchanged, (ii) are held to maturity, and (iii) incur interest at the rate in effect as of December 31, 2025 through maturity. See “ Borrowings ” for additional information on the provisions of our convertible notes. (3) See Note 18.
Management believes adjusted contribution margin metrics are useful because they enable management and investors to assess the underlying operating performance of our Lending segment, by removing the impact of changes in volume over periods to present a comparable view of segment contribution profit (loss), which is a measure of the direct profitability of each of our reportable segments, as a percentage of segment adjusted net revenue for the Lending segment during each period. 91 SoFi Technologies, Inc.
Management believes adjusted contribution margin metrics are useful because they enable management and investors to assess the underlying operating performance of our Lending segment, by removing the impact of changes in volume over periods to present a comparable view of segment contribution profit, which is a measure of the direct profitability of each of our reportable segments, as a percentage of segment adjusted net revenue for the Lending segment during each period.
If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis, referred to as step one, will be performed to determine if there is any impairment.
If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis, referred to as “step one”, will be performed to determine if there is any impairment.
Brokerage fees accounted for 9% of our total Financial Services noninterest income for the year ended December 31, 2024. Non-GAAP Financial Measures This Annual Report on Form 10-K presents information about certain non-GAAP financial measures provided as supplements to the results provided in accordance with GAAP.
Brokerage fees accounted for 5% of our total Financial Services noninterest income for the year ended December 31, 2025. Non-GAAP Financial Measures This Annual Report on Form 10-K presents information about certain non-GAAP financial measures provided as supplements to the results provided in accordance with GAAP.
This net increase corresponds with the growth of our SoFi Money product and related deposits at SoFi Bank. 2023 vs. 2022.
This net increase corresponds with the growth of our SoFi Money product and related deposits at SoFi Bank. 2024 vs. 2023.
Regulatory Capital to the Notes to Consolidated Financial Statements for the risk- and leverage-based capital ratios and amounts for SoFi Bank and SoFi Technologies. 125 SoFi Technologies, Inc.
Regulatory Capital to the Notes to Consolidated Financial Statements for the risk- and leverage-based capital ratios and amounts for SoFi Bank and SoFi Technologies. 135 SoFi Technologies, Inc.
Lending segment directly attributable expenses increased by $75.4 million, or 15%, for the year ended December 31, 2024 compared to 2023, primarily due to: (i) an increase in direct advertising primarily related to online and digital advertising, (ii) an increase in personal and student loan lead generation channels, (iii) an increase in allocated compensation and related benefits, which reflected increases in average compensation in 2024, and (iv) a decrease in other expenses, primarily related to third-party loan fraud. 2023 vs. 2022.
Lending segment directly attributable expenses increased by $75.4 million, or 15%, for the year ended December 31, 2024 compared to 2023, primarily due to: (i) an increase in direct advertising primarily related to online and digital advertising, (ii) an increase in personal and student loan lead generation channels, (iii) an increase in allocated compensation and related benefits, which reflected increases in average compensation in 2024, and (iv) a decrease in other expenses, primarily related to third-party loan fraud. 122 SoFi Technologies, Inc.
Members We refer to our customers as “members”. We define a member as someone who has a lending relationship with us through origination and/or ongoing servicing, opened a financial services account, linked an external account to our platform or signed up for our credit score monitoring service.
We define a member as someone who has a lending relationship with us through origination and/or ongoing servicing, opened a financial services account, linked an external account to our platform or signed up for our credit score monitoring service.
In addition, interest rates began to decline in the third quarter of 2024, which tends to raise demand for home loans overall as well as shift demand towards refinance originations from purchase originations.
In addition, interest rates declined in the third quarter of 2024, which tends to raise demand for home loans overall as well as shift demand towards refinance originations from purchase originations.
In addition, we had an outflow of $323.4 million related to the redemption of our Series 1 preferred stock in May 2024. For the year ended December 31, 2023, net cash provided by financing activities of $10.9 billion was primarily attributable to net cash sources from our SoFi Bank deposits of $11.2 billion.
In addition, we had an outflow of $323.4 million related to the redemption of our Series 1 preferred stock in May 2024. For the year ended December 31, 2023, net cash provided by financing activities was primarily attributable to net cash sources from our SoFi Bank deposits.
Total referral fees, inclusive of referral fees generated through our Loan Platform Business, accounted for 24% of our total Financial Services noninterest income for the year ended December 31, 2024. • Interchange fees : We earn interchange fees from our SoFi-branded debit cards and credit cards.
Total referral fees, inclusive of referral fees generated through our Loan Platform Business, accounted for 12% of our total Financial Services noninterest income for the year ended December 31, 2025. • Interchange fees : We earn interchange fees from our SoFi-branded debit cards and credit cards.
Since acquiring our bank license, we have shifted and continue to expect our funding mix to move towards deposit funding, which generally has a lower cost of funds than warehouse financing. See Part I, Item 1.
Since acquiring our bank license, we have shifted and continue to expect our funding mix to be primarily deposit funding, which generally has a lower cost of funds than warehouse financing. See Part I, Item 1.
During the year ended December 31, 2024, student loan origination volume increased by 44% relative to 2023, as demand for student loan refinancing products increased after the resumption of principal and interest payments on federally-held student loans as borrowers looked to refinance at a lower rate or, given the high interest rate environment, to extend the loan term. 113 SoFi Technologies, Inc.
TABLE OF CONTENTS During the year ended December 31, 2024, student loan origination volume increased by 44% relative to 2023, as demand for student loan refinancing products increased after the resumption of principal and interest payments on federally-held student loans as borrowers looked to refinance at a lower rate or, given the high interest rate environment, to extend the loan term.
If the discount rate applied to the estimated cash flows was increased or decreased by 50 basis points, the fair value of the Galileo and Technisys reporting units would decrease or increase by approximately 7% and 5%, respectively.
If the discount rate applied to the estimated cash flows was increased or decreased by 50 basis points, the fair value of the Galileo and Technisys reporting units would decrease or increase by approximately 4% and 3%, respectively.
Both average calculations are representative of our operations. (2) Net charge-offs include both credit- and certain non-credit-related charge-offs. Non-credit related charge-offs, which primarily relate to alleged or potential fraud, occur occasionally in our business and are impacted by factors different from our credit related charge-offs. Non-credit related charge-offs were immaterial for all periods presented.
(2) Net charge-offs include both credit- and certain non-credit-related charge-offs. Non-credit related charge-offs, which primarily relate to alleged or potential fraud, occur occasionally in our business and are impacted by factors different from our credit related charge-offs. Non-credit related charge-offs were immaterial for all periods presented.
We maintain Treasury risk policies which outline specific requirements relating to the oversight of SoFi Technologies, Inc. (and its subsidiaries) capital planning, financial planning and forecasting, liquidity risk management, contingency funding planning, interest rate risk management, cash management and financial operations, among other activities. Oversight of these 123 SoFi Technologies, Inc.
We maintain Treasury risk policies which outline specific requirements relating to the oversight of SoFi Technologies, Inc. (and its subsidiaries) capital planning, financial planning and forecasting, liquidity risk management, contingency funding planning, interest rate risk management, cash management and financial operations, among other activities. Oversight of these activities is the responsibility of our ALCO.
Debt to the Notes to Consolidated Financial Statements for additional information. (3) As of December 31, 2024, the amount utilized under the revolving credit facility includes $12.3 million utilized to secure letters of credit. See Note 12. Debt to the Notes to Consolidated Financial Statements for additional information.
(3) As of December 31, 2025, the amount utilized under the revolving credit facility includes $11.4 million utilized to secure letters of credit. See Note 12. Debt to the Notes to Consolidated Financial Statements for additional information.
Management calculated the fair value amount of the Galileo and Technisys reporting units using an evenly weighted combination of a DCF calculation, which is a form of the income approach, and a market multiples calculation, which is a form of the market approach.
As of September 1, 2025, management calculated the fair value amount of the Galileo and Technisys reporting units using an evenly weighted combination of a DCF calculation, which is a form of the income approach, and a market multiples calculation, which is a form of the market approach.
Expenses are attributed to the reportable segments using either direct costs of the segment or labor costs that can be attributed based upon the allocation of employee time for individual products. 103 SoFi Technologies, Inc.
Expenses are attributed to the reportable segments using either direct costs of the segment or labor costs that can be attributed based upon the allocation of employee time for individual products.
These loans were sold prior to charge-off during the year ended December 31, 2024 and otherwise would have been charged off as of December 31, 2024 consistent with our policy. In our other charged off whole loan sales, we typically do not retain servicing or recoveries.
These loans were sold prior to charge-off during the respective periods and otherwise would have been charged off as of December 31, 2025 and 2024, respectively, consistent with our policy. In our other charged off whole loan sales, we typically do not retain servicing or recoveries.
This was partially offset by our net change in debt facilities of $2.0 billion related to our warehouses, and debt repayments of $352.8 million. Our payments of debt issuance costs were in the normal course of business and reflective of our recurring debt warehouse facility activity, which involves securing new warehouse facilities and extending existing warehouse facilities.
This was partially offset by our net change in debt facilities related to our warehouses and debt repayments. Our payments of debt issuance costs were in the normal course of business and reflective of our recurring debt warehouse facility activity, which involves securing new warehouse facilities and extending existing warehouse facilities.
Gains and losses are recognized during the period of extinguishment for the difference between the net carrying amount of debt extinguished and the fair value of equity securities issued. 90 SoFi Technologies, Inc.
Gains and losses are recognized during the period of extinguishment for the difference between the net carrying amount of debt extinguished and the fair value of equity securities issued.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeALCO is responsible for identifying key risks and exposures, establishing tolerances and limits, monitoring them appropriately, and managing these risks. Risk management activities are conducted under the oversight of respective Board Risk Management committees. Our primary metrics for the measurement and monitoring of interest rate risk (IRR) on a company-wide basis include Net Interest Income (NII) and fair value sensitivity.
Biggest changeALCO is responsible for identifying key risks and exposures, establishing tolerances and limits, monitoring them appropriately, and managing these risks. Risk management activities are conducted under the oversight of respective Board Risk Management committees. 140 SoFi Technologies, Inc.
We are subject to interest rate risk associated with our loans, securitization investments (including residual investments and asset-backed bonds), servicing rights and investments in AFS debt securities, which are measured at fair value on a recurring basis using a discounted cash flow methodology in which the discount rate represents an estimate of the required rate of return by market participants.
We are subject to interest rate risk associated with our loans, securitization investments (comprised of residual investments and asset-backed bonds), servicing rights and investments in AFS debt securities, which are measured at fair value on a recurring basis using a discounted cash flow methodology in which the discount rate represents an estimate of the required rate of return by market participants.
TABLE OF CONTENTS The following tables summarize the potential effect on (i) net interest income; and (ii) the change in fair value of interest rate sensitive financial assets recorded on our consolidated balance sheet, based upon a sensitivity analysis performed by management assuming a hypothetical, immediate and parallel increase and decrease in market interest rates of 100 and 200 basis points.
The following tables summarize the potential effect on (i) net interest income; and (ii) the change in fair value of interest rate sensitive financial assets recorded on our consolidated balance sheet, based upon a sensitivity analysis performed by management assuming a hypothetical, immediate and parallel increase and decrease in market interest rates of 100 and 200 basis points.
In order to be effective, among other things, our enterprise risk management capabilities must adapt and align to support any new product or loan features, capability, strategic development, or external change. 136 SoFi Technologies, Inc. TABLE OF CONTENTS
In order to be effective, among other things, our enterprise risk management capabilities must adapt and align to support any new product or loan features, capability, strategic development, or external change. 143 SoFi Technologies, Inc. TABLE OF CONTENTS
The following table summarizes the potential effect on earnings over the next 12 months and the potential effect on the fair values of our loans for which we elected the fair value option and residual investments recorded on our consolidated balance sheet as of December 31, 2024 based on upon a sensitivity analysis performed by management assuming an immediate hypothetical change in credit loss rates by a rate of 10%.
The following table summarizes the potential effect on earnings over the next 12 months and the potential effect on the fair values of our loans for which we elected the fair value option and residual investments recorded on our consolidated balance sheet as of December 31, 2025 based on a sensitivity analysis performed by management assuming an immediate hypothetical change in credit loss rates by a rate of 10%.
The carrying value and earnings sensitivities are applied only to financial assets that existed at the balance sheet date, which included loans at amortized cost, for which we have recorded an allowance as of December 31, 2024.
The carrying value and earnings sensitivities are applied only to financial assets that existed at the balance sheet date, which included loans at amortized cost, for which we have recorded an allowance as of December 31, 2025.
We believe that this risk is mitigated through the implementation of stringent underwriting standards, strong fraud detection tools and technology designed to comply with applicable laws and our standards. In addition, we believe that this risk is mitigated through the quality of our loan portfolio.
We believe that this risk is mitigated through the implementation of robust underwriting standards, fraud detection tools and technology designed to comply with applicable laws and our standards. In addition, we believe that this risk is mitigated through the quality of our loan portfolio.
TABLE OF CONTENTS services or deterioration in the quality of the service or performance of such third-party systems or providers could be disruptive to our business and adversely affect our results of operations and the perception of the reliability of our networks and services and the quality of our brand.
Any interruption in services or deterioration in the quality of the service or performance of such third-party systems or providers could be disruptive to our business and adversely affect our results of operations and the perception of the reliability of our networks and services and the quality of our brand.
The identification and testing of key assumptions are influenced by market conditions and management views of key risks. IRR measurement across interest rate scenarios is driven by key modeling assumptions that influence the calculated exposures. Calibration of key assumptions is based upon a combination of factors including historical experience and management judgment.
The identification and testing of key assumptions are influenced by market conditions and management views of key risks. IRR measurement across interest rate scenarios is driven by key modeling assumptions that influence the calculated exposures. Calibration of key assumptions is based upon a combination of factors including historical experience and 141 SoFi Technologies, Inc. TABLE OF CONTENTS management judgment.
Operational Risk Operational risk is the risk of loss arising from inadequate or failed internal processes, controls, people (e.g., human error or misconduct) or systems (e.g., technology problems), business continuity or external events (e.g., natural disasters), compliance, reputational, regulatory, cybersecurity or legal matters and includes those risks as they relate directly to us, fraud losses attributed to applications and any associated fines and monetary penalties as a result, transaction processing, or employees, as well as to third parties with whom we contract or otherwise do business.
Operational Risk Operational risk is the risk of loss arising from inadequate or failed internal processes, controls, people (e.g., human error or misconduct) or systems (e.g., technology problems), business continuity or external events (e.g., natural disasters), compliance, reputational, regulatory, cybersecurity or legal matters and includes those risks as they relate directly to us, fraud losses attributed to applications and any associated fines and monetary penalties as a result, transaction processing, or employees, as well as to third parties with whom we contract or otherwise do business, including third-party service providers support digital asset trading, custody, settlement, or blockchain-based infrastructure.
Debt to the Notes to Consolidated Financial Statements for additional information regarding our loan warehouse facilities.
Refer to Note 12. Debt to the Notes to Consolidated Financial Statements for additional information regarding our loan warehouse facilities.
The fair value and earnings sensitivities are applied only to financial 134 SoFi Technologies, Inc. TABLE OF CONTENTS assets that existed at the balance sheet date, which included loans, investments in AFS debt securities (which had an immaterial impact from credit risk) and residual investments as of December 31, 2024.
The fair value and earnings sensitivities are applied only to financial assets that existed at the balance sheet date, which included loans, investments in AFS debt securities (which had an immaterial impact from credit risk) and residual investments as of December 31, 2025.
We rely on third-party computer systems and third-party providers to support and carry out certain functions on our platform, which are themselves susceptible to operational risk or which may rely on subcontractors to provide services to us that face similar risks. Any interruption in 135 SoFi Technologies, Inc.
We rely on third-party computer systems and third-party providers to support and carry out certain functions on our platform, which are themselves susceptible to operational risk or which may rely on subcontractors to provide services to us that face similar risks.
Fair Value Measurements to the Notes to Consolidated Financial Statements for more details on these assumptions. 133 SoFi Technologies, Inc.
Fair Value Measurements to the Notes to Consolidated Financial Statements for more details on these assumptions.
We incurred no losses due to nonperformance by any of our counterparties during the year ended December 31, 2024. As of December 31, 2024, gross derivative asset and liability positions subject to master netting arrangements were $289.0 million and less than $1 million, respectively.
We incurred no losses due to nonperformance by any of our counterparties during the year ended December 31, 2025. As of December 31, 2025, gross derivative asset and liability positions subject to master netting arrangements were $61.6 million and $4.7 million, respectively.
Additionally, we utilize Economic Value of Equity (EVE) as a longer term metric of interest rate risk. These interest rate risk metrics are calculated for a wide range of interest rate scenarios, and risk appetite limits have been established. The interest rate risk exposures and historical trends against risk limit scenarios are reported to our ALCO and EBRC.
These interest rate risk metrics are calculated for a wide range of interest rate scenarios, and risk appetite limits have been established. The interest rate risk exposures and historical trends against risk limit scenarios are reported to our ALCO and EBRC.
With our loan warehouse facilities, we seek to mitigate this risk by ensuring that we have sufficient borrowing capacity with a variety of well-established counterparties to meet our funding needs. As of December 31, 2024, we had total borrowing capacity under loan warehouse facilities of $6.8 billion, of which $1.3 billion was utilized. Refer to Note 12.
With our loan warehouse facilities, we seek to mitigate this risk by ensuring that we have sufficient borrowing capacity with a variety of well-established counterparties to meet our 142 SoFi Technologies, Inc. TABLE OF CONTENTS funding needs. As of December 31, 2025, we had total borrowing capacity under loan warehouse facilities of $7.2 billion, of which none was utilized.
Impact if Credit Loss Rates: ($ in thousands) Increase 10 Percent Decrease 10 Percent Fair value $ (121,431) $ 121,431 Carrying value (4,668) 4,668 Income (loss) before income taxes (126,099) 126,099 Counterparty Risk We are subject to risk that arises from our debt warehouse facilities, economic hedging activities, third-party custodians, and capped call options on our common stock.
Impact if Credit Loss Rates: ($ in thousands) Increase 10 Percent Decrease 10 Percent Fair value $ (149,933) $ 149,933 Carrying value (5,094) 5,094 Income (loss) before income taxes (155,027) 155,027 Counterparty Risk We are subject to risk that arises from our debt warehouse facilities, economic hedging activities, third-party custodians, and capped call options on our common stock, as well as third-party counterparties that support transaction execution, settlement, custody or liquidity for SoFi Crypto.
Net Interest Income (Expense) December 31, 2024 December 31, 2023 Basis point change scenario +200 $ (140,315) $ (80,484) +100 (62,415) (33,942) -100 53,730 42,855 -200 99,763 81,436 Change in Fair Value December 31, 2024 December 31, 2023 Basis point change scenario +200 $ (1,102,784) $ (802,857) +100 (562,526) (409,956) -100 591,349 438,486 -200 1,209,383 896,011 Our consolidated balance sheet is liability sensitive, given that liabilities are expected to reprice faster than assets resulting in higher net interest income in decreasing interest rate scenarios.
Net Interest Income (Expense) December 31, 2025 December 31, 2024 Basis point change scenario +200 $ (202,098) $ (140,315) +100 (92,576) (62,415) -100 147,284 53,730 -200 261,612 99,763 Change in Fair Value December 31, 2025 December 31, 2024 Basis point change scenario +200 $ (1,563,414) $ (1,102,784) +100 (766,103) (562,526) -100 945,703 591,349 -200 1,875,902 1,209,383 Our consolidated balance sheet is liability sensitive, given that liabilities are expected to reprice faster than assets resulting in higher net interest income in decreasing interest rate scenarios.
Added
During the fourth quarter of 2025, we launched SoFi Crypto which provides our members the ability to buy, sell and hold digital assets. To facilitate these member transactions and provide liquidity for the platform, we maintain an incidental inventory of crypto assets for operational purposes, none of which are held as long-term speculative investments.
Added
As of December 31, 2025, the fair value of our crypto assets held for operational purposes was immaterial to our overall consolidated financial condition. The crypto asset market is characterized by significant price volatility and is sensitive to factors such as regulatory changes, technical developments and shifts in overall market sentiment.
Added
Historically, certain crypto assets have experienced high levels of price fluctuation, as measured by the annualized standard deviation of daily price returns. We manage our exposure to these price fluctuations through exposure monitoring and internal inventory limits.
Added
Given that our holdings are incidental, short-term in nature and immaterial, a hypothetical significant increase or decrease in the market price of crypto assets as of December 31, 2025, would not have a material impact on our consolidated results of operations.
Added
TABLE OF CONTENTS Our primary metrics for the measurement and monitoring of interest rate risk (IRR) on a company-wide basis include Net Interest Income (NII) and fair value sensitivity. Additionally, we utilize Economic Value of Equity (EVE) as a longer term metric of interest rate risk.

Other SOFI 10-K year-over-year comparisons