SoFi (SOFI) 8-KSoFi Technologies, Inc. Prices $750 Million Convertible Senior Notes Offering Due 2029

On March 5, 2024, SoFi Technologies, Inc. (“SoFi” or the “Company”) announced the pricing of its previously announced private offering of convertible senior notes due 2029 (the “Notes”) in an aggregate principal amount of $750 million. The Notes will be sold in the private offering only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company also granted the initial purchasers of the Notes an option to purchase up to an additional $112.5 million aggregate principal amount of Notes. In connection with the pricing of the Notes, the Company entered into capped call transactions with certain financial institutions and agreements with one or more financial institutions to terminate a portion of the privately negotiated capped call transactions entered into in connection with the Company’s 0% Convertible Senior Notes due 2026 (the “capped called terminations”). The issuance and sale of the Notes is scheduled to settle on or about March 8, 2024, subject to customary closing conditions.

A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K does not and will not constitute an offer to sell, or the solicitation of an offer to buy, the Notes, any shares of the Company’s common stock issuable upon conversion of the Notes, or any other securities, nor will there be any sale of the Notes or any such shares or other securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful. Any offer will be made only by means of a private offering memorandum.

This Current Report on Form 8-K includes forward-looking statements, including statements regarding the completion of the offering, the expected amount and intended use of the net proceeds and the effects of entering into the capped call transactions, and the effects of the capped call terminations. Forward-looking statements represent SoFi’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements, and there can be no assurance that future developments affecting SoFi will be those that it has anticipated. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of SoFi’s common stock and risks relating to SoFi’s business, including those described in periodic reports that SoFi files from time to time with the Securities and Exchange Commission (the “SEC”). SoFi may not consummate the offering described in this Current Report on Form 8-K and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above.

For additional information on these and other factors that could affect SoFi’s actual results, see the risk factors set forth in SoFi’s filings with the SEC, including the most recent Annual Report filed with the SEC on February 27, 2024. The forward-looking statements included in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K, and SoFi does not undertake to update the statements included in this Current Report on Form 8-K for subsequent developments, except as may be required by law.