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SOFI 10-K & 10-Q changes, risk factors and insider trading

SoFi Technologies, Inc. · Nasdaq · Finance Services · CIK 1818874 · All filings on SEC.gov

Everything below is quoted or computed from SoFi Technologies, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

59 / 23risk-factor paragraphs added / removed in latest 10-K
6new risk-factor headings
3Form 4 filings reporting open-market purchases (last 180 days)
9Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-17 (period ending 2025-12-31) with 10-K filed 2025-02-24 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

59new paragraphs
23removed paragraphs
139reworded paragraphs
49,244 → 54,028words in section

New heading “We originate personal loans under the Loan Platform Business for a concentrated number of counterparties, and the loss of one or more significant Loan Platform Business counterparties could have a negative impact on our operating results.”

New heading “Our oversight of third-party service providers is subject to regulation, supervision and examination by our prudential and other regulators, and if our oversight is found to be lacking, it may adversely affect our business.”

New heading “A cyberattack or other security incident could result in significant costs and adversely affect our business, financial condition and results of operations.”

New heading “Cryptocurrencies have in the past and may in the future experience periods of extreme price volatility. These uncertainties, as well as future accounting and tax developments, or other requirements relating to cryptocurrencies could expose us to litigation, regulatory action and possible liability, and have an adverse effect on our business.”

New heading “We are new to global remittance services and engaging in such services exposes us to numerous risks, including compliance with complex laws and regulations across jurisdictions, and operational risks, each of which could materially and adversely affect our business, results of operations, and financial condition.”

New heading “Home equity loans expose us to heightened credit, property value and interest rate risk.”

Removed heading “We transferred our digital assets-related trading services to comply with regulations governing bank holding companies; this transfer could adversely impact our member relationships and our reputation.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: investigation, litigation, fine, penalt
“We face risks related to cyberattacks and other security incidents, including unauthorized access to or disruption of our information systems and those of our third-party service providers and social engineering schemes that target our employees to gain access to our systems. A successful cyberattack, data breach, or other security incident could result in significant costs and adversely affect our business, financial condition, and results of operations. …”
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Removed text topics: litigation, lawsuit, class action, ftc
“Furthermore, if our prior digital asset-related trading services are the subject of regulatory scrutiny or enforcement actions, it could have a material adverse effect on our business, results of operations and reputation. There has been a significant amount of guidance, reports, and public statements issued by federal and state financial regulators regarding the legal permissibility of, and supervisory considerations relating to, financial institutions engaging in digital assets-related activities. Many U.S. …”
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New text topics: default, fine, penalt, breach
“As we enter into and expand our cryptocurrency product and service offerings, the risks associated with failing to safeguard and manage cryptocurrencies held by us or our custodians, or that our service providers transfer on behalf of our customers, may increase. …”
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Removed text topics: bankruptcy, litigation, fine, penalt
“The CFPB, an agency which oversees compliance with and enforces federal consumer financial protection laws, has supervisory authority over the offer, sale or provision of our consumer financial products and services. Prior to January 1, 2024, the OCC examined SoFi Bank for compliance with CFPB rules and enforced CFPB rules with respect to SoFi Bank. …”
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New text topics: bankruptcy, litigation, fine, penalt
“In addition, SoFi Bank and its affiliates are subject to supervision and regulation by the CFPB, an agency which oversees compliance with and enforces federal consumer financial protection laws, with respect to federal consumer protection laws, including laws relating to fair lending and the prohibition of UDAAP in connection with the offer, sale or provision of consumer financial products and services. …”
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New text topics: investigation, litigation, fine, penalt
“Further, the costs associated with a cyber attack or other security incident could materially adversely impact our cost of operations and our business. These costs include expenses for incident response, forensic investigations, system and member remediation, data recovery, and business interruption, as well as legal, regulatory, and contractual costs, including costs associated with required notifications, regulatory investigations, fines or penalties, litigation, settlements, and judgments. …”
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Full comparison: every changed paragraph (221)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Reworded

•our ability to successfully identify and address the risks and uncertainties we face, particularly with respect to certain rapidly evolving industriesindustries, including digital asset and blockchain innovations, and with respect to continued expansion abroad;

Reworded

•legislative and regulatory policies and related actions that apply or may apply to us, particularly as a result of our operating a bank and as a bank holding company, in connection with our digital asset and blockchain offerings and student loans, from our continued expansion abroad, given our brokerage and investment advisory activity, or related to services provided by our technology platform;

Reworded

•loss of one or more significant purchasers of our loans or one or moreadditional significant technology platform clients;

Added

•cyberattacks and other security breaches that may harm our brand and reputation and the expense of which may stress our resources;

Reworded

•financial issues or liquidity issues experienced by our technology platform clients could result in termination of, or inability to pay for, theirthe services we provide;

Reworded

•termination of one or more of our warehouse facilities on which we are highly dependent;

Reworded

•increases in member loan default rates or the possibility of being required to retain or repurchase loans or indemnify the purchasers of our loans;

Reworded

•our ability to establish and maintain proper and effective internal control over financial reporting and risk management processes and procedures and financial reporting;

Added

•cyber breaches or intrusions, including successful social engineering attacks, such as phishing, that imperil the confidential information of our members, prospective members, technology platform clients and the customers of our technology platform clients, and employees and third-party service providers, and may harm our reputation and brand;

Reworded

•liabilities related to the data, models, and use of artificial intelligence (“AI”) in products or business processes;

Reworded

We operate in rapidly evolving industries which may make it difficult to successfully identify risks to our business and evaluate our future prospects. In addition, in recent years, we have rapidly expanded our operations to include or expand,grow, among other things, deposit accounts, credit cards, investment services, technology solutions, home loan originations, small business financing solutions, loan platform business solutions, alternative investments, digital asset and blockchain innovations, and international operations, and we have limited experience in these areas. In the first quarter of 2022, we acquired a bank charter and face risks as a result of our lack of experience operating a bank and as a bank holding company. We also acquired Technisys in the first quarter of 2022, which furthered our international expansion into Latin America and introduced new risks due to our limited history of operations in certain Latin American countries. In 2023, we acquired Wyndham, a fintech mortgage lender, which expanded our home loan business. In 2024, we adopted our Technology Platform’s Cyberbank Core in connection with the launch of a commercial payment services sponsor bank program. In 2025, SoFi Bank launched SoFi Crypto in the U.S., and SoFi Securities (Hong Kong) Limited launched crypto trading in Hong Kong, giving members the ability to buy, sell and hold digital assets, and we launched self-serve global remittance services in over thirty countries, allowing SoFi members to seamlessly and securely transfer money internationally. In addition, in 2025, SoFi Bank launched SoFi Smart Card, a charge card secured by the member’s SoFi Money checking and savings Account, to SoFi Plus members.

Added

•successfully integrate our past and future acquisitions;

Removed

•successfully integrate our past and future acquisitions, including continuing to develop Wyndham’s technology, performing functions in home loans origination, such as home loans processing and underwriting, and managing the origination of new home loan types;

Reworded

•further establish, diversify and refine our checking and savings, credit card, investment and brokerage offerings to meet evolving consumer needs and preferencespreferences, such as the introduction of products based on digital asset and blockchain innovations and the SoFi Smart Card;

Reworded

•introduce new products or other offerings, as well as new or improved technologies, to meet the needs of our existing and prospective members and clients or to keep pace with competitive lending, checking and savings, credit card, investment, technologytechnology, including digital asset, blockchain and AI innovations, and other developments;

Added

•successfully navigate the evolving regulatory environment for digital assets and blockchain technology;

Reworded

•adequately respond to macroeconomic and other exogenous challenges, including fluctuating interest rates, market volatility, particularly in the financial services industry, changes in consumer confidence, consumer discretionary spending and loan delinquency rates, pandemics or other health-related crises, escalatingthe confrontation in Venezuela, the ongoing conflict in the Middle East, the ongoing war in Ukraine, and significant changes related to governmental policy, rules and regulations or executive actions;

Reworded

We have a history of net losses prior to the fourth quarter of 2023. We may incur net losses in the future, and any such losses may fluctuate significantly from quarter to quarter. We will need to continue to generate and sustain significant revenues for our business generally and achieve greater scale and generate increasing operating cash flows from our Financial Services segment,and Technology Platform segments, in particular, in future periods, as well as successfully navigate the macroeconomic environment, in order to maintain or increase our level of profitability. We intend to continue to invest in new products and businesses, which has in the past and may in the future cause us to fund and operate aspects of our business at a loss. We also intend to continue to invest in sales and marketing, technology, and additional products and services in order to enhance our brand, our brand recognition and our value proposition to our members, prospective members and clients in our technology platform business, and these additionalcontinued investments and costs willcould create further challenges to maintaining or increasing near-term profitability. Our general and administrative expenses have in the past and may in the future increase to meet the increased compliance and other requirements associated with operating as a public company and a bank holding company, operating a bank, and evolving regulatory requirements and policy changes. See “Regulatory, Tax and Other Legal Risks—As a bank holding company, we are subject to extensive supervision and regulation, and changes in laws and regulations applicable to bank holding companies could limit or restrict our activities and could have a material adverse effect on our operations”.

Reworded

Our rapid growth in certain areas of our business in recent years, primarily within our Financial Services and Technology Platform segments, as well as operating a bank and as a bank holding company, has placed significant demands on our operational, risk management, sales and marketing, technology, compliance, and finance and accounting infrastructure, and has resulted in increased expenses, a trend that we expect to continue as our business grows. 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. Our future growth will depend on, among other things, our ability to maintain an operating platform and management system able to address such growth, our ability to grow and optimize deposit balances, and our ongoing ability to demonstrate to our regulators that our risk management and compliance practices are growing and evolving in a commensurate fashion, all of which has required, and we expect will continue to require, us to incur significant additional expenses, expand our workforce and commit additional time from senior management and operational resources. We may not be able to manage supporting and expanding our operations effectively, and any failure to do so would adversely affect our ability to increase the scale of our business, generate projected revenue and control expenses.

Reworded

We expect our competition to continue to increase, as there are no substantial barriers to entry to certain of the markets we serve. SomeCertain of our current and potential competitors have longer operating histories, particularly with respect to our financial services products, including digital asset and blockchain offerings, significantly greater financial, technical, marketing and other resources, and a larger customer base than we do. This allows them to potentially offer more competitive pricing or other terms or features, a broader range of financial products, or a more specialized set of specific products or services, as well as respond more quickly than we can to new or emerging technologies and changes in member preferences. In addition to established enterprises, we may also face competition from early-stage companies, or companies in industries not typically associated with financial services, such as social media and other commerce platforms, attempting to capitalize on the same, or similar, opportunities as we are. Our existing or future competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services. This could attract current or potential members away from our services and reduce our market share in the future. Additionally, when new competitors seek to enter our markets, or when existing market participants seek to increase their market share, these competitors sometimes undercut, or otherwise exert pressure on, the pricing terms prevalent in that market, which could adversely affect our market share and/or our ability to capitalize on market opportunities.

Added

•other digital asset and global remittance service providers for our SoFi Crypto and self-serve global remittance products;

Reworded

Our current and future business prospects demand that we act to meet these competitive challenges but, in doing so, our revenues and results of operations could be adversely affected if we, for example, increase marketing or other expenditures or make new expenditures in other areas. Competitive pressures could also result in us reducing the annual percentage rate on the loans we originate, increasing the annual percentage rate we pay on the checking and savings product, charging fees for services we currently provide for free, such as SoFi Plus, incurring higher member or technology platform client acquisition costs, or make it more difficult for us to grow our loan originations in both number of loans and volume by principal balance for new as well as existing members or expand the adoption of additional products by our current, or acquire new, technology platform clients. All of the foregoing factors and events could adversely affect our business, financial condition, results of operations, cash flows and future prospects.

Reworded

Increased marketMarket volatility and adverse changes in financial market conditions may increase our market risk.

Reworded

We have invested significantly in our brand and believe that maintaining and enhancing our brand identity is critical to our success. Our ability to attract members depends in large part on the success of these marketing efforts and the success of the marketing channels we use to promote our products. Our marketing channels include, but are not limited to, earned media through press, social media and search engine optimization, as well as paid advertising, such as online affiliations, search engine marketing, digital marketing, social media marketing, influencer marketing, offline partnerships, out-of-home, direct mail, lifecycle marketing and television and radio advertising. Our ability to compete for, attract and maintain members, lending counterparties, Loan Platform Business counterparties, marketing partners and other partners relies to a large extent on their trust in our business, our reputation and the value of our brand. While our goal remains to increase the strength, recognition and trust in our brand by increasing our member base and expanding our products and services, if any of our current marketing channels becomes less effective, if regulatory requirements, including the CFPB and FDIC’s advertising rules, restrict or diminish our ability to use these channels, if we are unable to continue to use any of these channels, if we receive negative publicity or fail to maintain our brand, if the cost of using these channels significantly increases or if we are not successful in generating new channels, we may not be able to attract new members or increase the activity of our existing members on our platform in a cost-effective manner. For example, in February 2024, the CFPB released a Consumer Financial Protection Circular, warning digital comparison-shopping tool operators and lead generators that marketing practices that take unreasonable advantage of a consumer’s reasonable reliance on the operator or lead generator to act in the consumer’s interests may violate the CFPA prohibition on abusive acts or practices. Such unreasonable advantage can include distorting the shopping experience for a consumer financial product or service by giving preferential treatment to an operator or lead generator’s own or other products or services through steering or enhanced product placement, for financial or other benefits. If we are unable to recover our marketing costs through increases in the size, value or the overall number of loans we originate, or member selection and utilization of other SoFi products such as SoFi Money, SoFi InvestInvest, SoFi Credit Card and SoFi Credit Card,Crypto, it could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects. In addition, negative publicity can adversely affect our reputation and damage our brand, and may arise from many sources, including actual or alleged misconduct, errors or improper business practices by employees, employee claims of discrimination or harassment, product failures, existing or future litigation or regulatory actions, inadequate protection of consumer information by us or our third-party service providers, data breaches, matters related to or affecting our financial reporting or compliance with SEC and Nasdaq listing requirements and media coverage, whether accurate or not. 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. In addition, we and our officers, directors and/or employees have been, and may in the future be, named or otherwise involved in litigation or claims, including employment-related claims such as workplace discrimination or harassment, which could result in negative publicity and/or adversely impact our business, even if we are ultimately successful in defending against or litigating such claims.

Reworded

Reputation risk, or the risk to our business, earnings and capital from negative public opinion, is inherent in our business and hascontinues increasedto increase substantially because of our size and profile in the financial services industry. Moreover, negative public opinion has in the past and could in the future result from actions by the financial services industry generally, including due to the failure of one or more additional banks, or by certain members or individuals in the industry and can adversely affect our reputation with no actual or alleged actions on our part. For example, public opinion of the financial services industry was negatively impacted following the 2023 closures of Silicon Valley Bank, Signature Bank, and First Republic Bank and generally resulted in decreases in the stock prices of financial services companies.

Reworded

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. 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.

Reworded

We communicate certain ESG-related initiatives regarding our employees, climate-related commitmentscommitments, andgovernance-related goals,metrics, including for executive compensation, and other matters in our ESG Report, on our website, in our filings with the SEC, and elsewhere. These initiatives and commitments could be difficult to achieve and costly to implement. We could fail to achieve, or be perceived to fail to achieve, our ESG-related initiatives or commitments. In addition, we could be criticized for the timing, scope or nature of these initiatives, goals,initiatives or commitments, or for any revisions to them. To the extent that our required and voluntary disclosures about ESG matters change, we could be criticized for the accuracy, adequacy, or completeness of such disclosures. Our actual or perceived failure with respect to our ESG-related initiatives, goals,initiatives or commitments could negatively impact our reputation, result in ESG-focused investors not purchasing and holding our stock, or otherwise materially harm our business.

Reworded

We mayalso beface unablerisk to satisfactorily meetfrom evolving standards, regulations and disclosure requirements related to ESG.ESG, which we may fail to satisfactorily meet. For example, a number of state legislators and regulators have adopted or are currently considering proposing or adopting other rules, regulations, directives, initiatives and laws requiring ESG-related disclosures or conduct, including California laws S.B. 253, S.B. 261 and A.B. 1305. 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. Such matters can affect the willingness or ability of investors to make an investment in our Company, as well as our ability to meet regulatory requirements. Any failure, or perceived failure, to meet evolving regulations and industry standards could have an adverse effect on us.

Reworded

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. Such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal opinions, and scrutiny could result in volatility of our stock price and the Company facing additional compliance obligations, becoming the subject of investigations and enforcement actions, or sustaining reputational harm.

Reworded

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. In light of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

Reworded

Although we continue to hold loans on-balance sheet for longer periods, when we sell our personal loans, student loans and home loans, we sell to a concentrated number of whole loan purchasers. There are inherent risks whenever a large percentage of a business is concentrated with a limited number of parties. It is not possible for us to predict the future level of demand for our loans by these or other purchasers. In addition, purchases of our loans by these purchasers have historically fluctuated and may continue to fluctuate based on a number of factors, somecertain 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. 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. In addition, the loss of one or more significant purchasers of our loans could increase the volatility of the mark-to-market methodology we use to determine the fair value of the loans we hold on balance sheet. This may have a material adverse effect on our revenues, results of operations, capital requirements, liquidity and cash flows.

Added

We originate personal loans under the Loan Platform Business for a concentrated number of counterparties, and the loss of one or more significant Loan Platform Business counterparties could have a negative impact on our operating results.

Added

We originate personal loans under the Loan Platform Business for a concentrated number of counterparties. Although Loan Platform Business counterparties agree to purchase on a largely committed basis, there are inherent risks whenever a large percentage of a business is concentrated with a limited number of parties. It is not possible for us to predict the future level of demand for our personal loans by these or other Loan Platform Business counterparties. In addition, purchases of our personal loans by these Loan Platform Business counterparties 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 personal loans, personal loans offered by competitors, prevailing interest rates and a change in business plan, liquidity or strategy by the counterparty. If any of these counterparties significantly reduces the dollar amount of the Loan Platform Business loans it orders from us, we may be unable to find another counterparty for the Loan Platform Business on favorable terms or at all, which may require us to reduce originations under the Loan Platform Business or hold additional loans on balance sheet and may reduce our flexibility in making financing decisions. This may have a material adverse effect on our revenues, results of operations, capital requirements, liquidity and cash flows.

Reworded

Galileo and Technisys revenue from clients is highly concentrated.concentrated and a significant Galileo client recently moved to a competitor. 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 theadditional clientclients 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. Any further reduction in the amount of revenuesrevenue that we derive from these clients, without an offsetting increase in new sales to other clients, has had and could have a material adverse effect on our operating results in the future. A significant change in the liquidity or financial position of our clients could also have a material adverse effect on our liquidity and our future operating results. In addition, disruptions in the operations of certain of Galileo’s key clients have had an adverse impact on Galileo, and any future disruptions in the operations of any key Galileo or Technisys clients could be material and have an adverse impact on our results of operations.

Reworded

We rely on certain third-party computer systems or third-party service providers, including cloud technology providers such as AWS, internet service providers, payment services providers, including for our self-serve global remittance product, market and third-party data providers, regulatory and compliance services providers, clearing systems, market makers,makers and other liquidity providers, exchange systems, banking technology systems, co-location facilities, communications facilities and other facilities to run our platform, facilitate trades by our members and support or carry out certain functions. For example, to provide our checking and savings account, cash management account, credit cards and other products and services, we rely on third parties that we do not control, such as payment card networks, our acquiring and issuing processors, payment card issuers, various financial institution partners, systems like the ACH, and other partners. We rely on these third parties for a variety of services, including the transmission of transaction data, processing of chargebacks and refunds, settlement of funds, and the provision of information and other elements of our services. In addition, external content providers provide us with financial information, market news, charts, option and stock quotes, digital assets quotes, research reports and other fundamental data that we provide to our members. Any interruption in these third-party services, or deterioration in the quality of their service or performance, could be disruptive to our business. Furthermore, third parties may rely on artificial intelligenceAI or machine learning for the services they provide us and, given that the regulatory framework relating to the use of AI and machine learning and artificial services in the provision of financial services is still developing, the third parties’ use of such technologies may impact their ability to carry out certain functions or impact the quality of their service or performance.

Removed

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. In 2024, the Federal Reserve, OCC and FDIC increased their focus on regulating banks’ relationships and oversight over third-party service providers. For example, these agencies published interagency guidance and a joint statement on banks’ vendor management practices and arrangements with third parties to deliver bank products and services in May 2024 and July 2024, respectively, and these and other regulatory authorities continued to scrutinize and take enforcement actions against banks and their business partners for insufficient third-party management programs in 2024. In addition, because Galileo provides technology services to SoFi Bank, we are subject to additional regulatory scrutiny under Regulation W which requires, among other things, that arrangements between a bank and its affiliates are on market terms. If a regulatory authority found our or SoFi Bank’s service provider oversight to be lacking, the regulatory authority could require that we or SoFi Bank implement corrective action, including limiting or terminating certain relationships with service providers, which could be costly and disruptive to our business.

Reworded

Our third-party service providers are susceptible toto, and have experienced, operational, technological and security vulnerabilities, including security incidents and breaches and outages, which may impact our business, and our ability to monitor our third-party service providers’ data security is limited. In addition, these third-party service providers may rely on subcontractors to provide services to us that face similar risks.

Reworded

Failures or security incidents or breaches by or of our third-party service providers or their subcontractors that result in an interruption in service, unauthorized access, misuse, loss or destruction of data or other similar occurrences could interrupt our business, have in the past and could in the future cause us to incur losses, result in decreased member or client satisfaction and increase member or client attrition, subject us to member or client complaints, significant fines, litigation, disputes, claims, regulatory investigations or other inquiries and harm our reputation. Through contractual provisions and third-party risk management processes, we take steps to require that our providers, and their subcontractors, protect our data and information, including personal data. However, due to the size and complexity of our technology platform and services, the amount of data that we store and the number of members, technology platform clients, employees and third-party service providers with access to personal data, we, our third-party service providers and their subcontractors are potentially vulnerable to a variety of intentional and inadvertent cybersecurity breaches and other security-related incidents and threats, which could result in a material adverse effect on our business, financial condition and results of operations. AnyFurthermore, 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. For example, certain of our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our privacy and data security obligations.

Reworded

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. Such a failure could also adversely affect the perception of the reliability of our networks and services and the quality of our brand, which could materially adversely affect our business and results of operations. Further, if there were deficiencies in the oversight and control of our third-party relationships, and if our regulators held us responsible for those deficiencies, it could have an adverse effect on our business, reputation and results of operations.

Added

Our oversight of third-party service providers is subject to regulation, supervision and examination by our prudential and other regulators, and if our oversight is found to be lacking, it may adversely affect our business.

Added

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. In 2024, the Federal Reserve, OCC and FDIC increased their focus on regulating banks’ relationships and oversight over third-party service providers. For example, these agencies published interagency guidance and a joint statement on banks’ vendor management practices and arrangements with third parties to deliver bank products and services in May 2024 and July 2024, respectively, and these and other regulatory authorities continued to scrutinize and take enforcement actions against banks and their business partners for insufficient third-party management programs in 2024.

Added

In addition, because Galileo provides technology services to SoFi Bank, we are subject to additional regulatory scrutiny under Regulation W which requires, among other things, that arrangements between a bank and its affiliates are on market terms. If a regulatory authority found our or SoFi Bank’s service provider oversight to be deficient or otherwise lacking, the regulatory authority could require that we or SoFi Bank implement corrective action, including limiting or terminating certain relationships with service providers, which could be costly and disruptive to our business and have an adverse effect on our regulatory affairs, reputation and results of operations.

Added

A cyberattack or other security incident could result in significant costs and adversely affect our business, financial condition and results of operations.

Added

We face risks related to cyberattacks and other security incidents, including unauthorized access to or disruption of our information systems and those of our third-party service providers and social engineering schemes that target our employees to gain access to our systems. A successful cyberattack, data breach, or other security incident could result in significant costs and adversely affect our business, financial condition, and results of operations. These costs include expenses for incident response, forensic investigations, system and member remediation, data recovery, and business interruption, as well as legal, regulatory, and contractual costs, including costs associated with required notifications, regulatory investigations, fines or penalties, litigation, settlements, and judgments. In addition, a cybersecurity incident could result in increased cybersecurity and insurance costs, including higher premiums or reduced availability of coverage. Any of the foregoing could materially and adversely affect our business, financial condition, and results of operations. Further, we may face damages resulting from a cybersecurity incident in excess of our insurance policy limits.

Added

Beyond these direct costs, a cybersecurity incident could cause reputational harm, loss of member, prospective member, technology platform client, employee or other third-party partner confidence, reduced demand for our products or services, and diversion of management and employee resources. Any of the foregoing could materially and adversely affect our business, financial condition, and results of operations. See “Information Technology and Data Risks—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” for additional information on the risks of cyberattacks and other security incidents to our business.

Reworded

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 somecertain cases, renegotiation if certain corporate or other transactions occur. 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.

Reworded

Our business,business and 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. These elements can arise suddenly and the full impact can remain unknown or result in adverse effects, including, but not limited to, extreme volatility in credit, equity and foreign currency markets, changes to buying patterns of our members and prospective members or reductions in the credit quality of our members, and changes to the financial condition of our technology platform clients and prospective clients.

Reworded

In particular, markets in the U.S. or abroad have been and may in the future be affected by the level and volatility of interest rates, availability and market conditions of financing, recessionary pressures, inflation and hyperinflation, supply chain disruptions, changes in consumer spending, employment levels, labor shortages, changes to fiscal policy, including expansion of U.S. federal deficit spending and resultant debt issuance, federal government shutdowns, developments related to the U.S. federal debt ceiling, changes in legislation, regulations or policy, energy prices, home prices, commercial property values, bankruptcies, a default by a significant market participant or class of counterparties, market volatility, liquidity of the global financial markets, the growth of global trade and commerce, exchange rates, trade policies, the availability and cost of capital and credit, disruption of communication, transportation or energy infrastructure and investor sentiment and confidence. Additionally, global markets have been and may in the future be adversely affected by the current or anticipated impact of climate change, extreme weather events or natural disasters, the emergence or continuation of widespread health emergencies or pandemics, cyberattacks or campaigns, military conflict (e.g., the escalatingconfrontation in Venezuela, the ongoing conflict in the Middle East and the ongoing war in Ukraine), terrorism or other geopolitical events, including the upcoming changes to the United States presidential administration,events which may affect our results of operations. For example, although we do not have operations in the locations impacted by these conflicts, the ongoing warconflict 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. Also, any sudden or prolonged market downturn in the U.S. or abroad, as a result of the above factors or otherwise, could adversely affect our business, results of operations and financial condition, including capital and liquidity levels. We are not able to predict with any certainty the ultimate impact that any of these events, as well as any other future events, may have on our business.

Reworded

Our business is sensitive to interest rates and interest rates are highly sensitive to many factors that are beyond our control, including global, domestic and local economic conditions and the policies of various governmental and regulatory agencies and, in particular, the Federal Reserve. The Federal Reserve increased interest rates throughout 2022 and 2023 before lowering interest rates in 2024,2024 and 2025, and we are unable to predict whether interest rates will increase or decrease in the future. Further changes to prevailing interest rates could influence not only the interest we receive on loans and investments and the amount of interest we pay on deposits and borrowings, but such changes have in the past and could in the future also affect (i) our ability to originate loans at competitive rates; and(ii) obtainour ability to pay a competitive variable annual percentage yield for deposits; (iiiii) the fair value of our financial assets and liabilities; (iiiiv) the average duration of our loan portfolios and other interest-earning assets; (ivv) the mix of lending products we originate which is influenced by demand for refinancing products; and (vvi) the competition faced by our SoFi Money deposit product from other investment products which may become more attractive as interest rates rise. 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.

Reworded

Interest rate changes and other actions, including balance sheet management, lending facilities, and the Federal Reserve’s exit fromvarious quantitative easing,measures and similar actions taken by the Federal Reserve or other central banks, are beyond our control and difficult to predict. These actions affect interest rates and the value of financial instruments, increase the likelihood of a more volatile market, ainfluence furtherthe appreciatingstrength or weakness of the U.S. dollar and negativethe growthresulting direction of change in gross domestic product, and affect other assets and liabilities and can impact our members and technology platform clients. Any economic downturn, especially in the regions in which we operate, may adversely affect our asset quality, deposit levels, loan demand and results of operations.

Reworded

Changes or uncertainty with respect to existing laws, regulations and policies, including changes in guidance and interpretation by regulatory authorities, and evolving priorities, including those related to financial regulation, taxation, international trade, fiscal policy, cybersecurity and privacy, digital assets, climate change (including any required reduction of greenhouse gas emissions) and healthcare, may adversely impact U.S. or global economic activity and our members, our technology platform clients, our counterparties and our earnings and operations. For example, changes, or proposed changes, to certain U.S. trade and international investment policies, particularly with important trading partners (including China and the European Union (the “EU”)) have in recent years negatively impacted financial markets. Actions taken by other countries, particularly China, to restrict the activities of businesses, could also negatively affect financial markets. An escalation of tensions, such as a trade war between certain countries or a further escalation in conflict in the Middle East,East or Eastern Europe or new conflict in Latin America, could lead to further measures that adversely affect financial markets, disrupt world trade and commerce and lead to trade retaliation, including through the use of duties and tariffs, foreign exchange measures or the large-scale sale of U.S. Treasury Bonds.

Reworded

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.

Reworded

In addition to the issuance of equity, historically we have funded our operations and capital expenditures through sales of our loans, secured and unsecured borrowing facilities and securitizations. We have the option of pursuing a gain-on-sale origination model and, consequently, our earnings and financial condition are largely dependent on the price we can obtain for our products in the capital markets, which has been and may be negatively impacted by interest rates that are higher than those in the recent past combined with longer periods during which we have held, and may continue to hold, loans on-balance sheet. These capital markets risks may be partially mitigated by the availability of bank deposits and other corporate cash (if any) to temporarily hold the loans on our balance sheet, and by utilizing our Loan Platform Business to originate and sell loans, in certain instances on a fixed fee basis. However, bank deposits and corporate cash have not historically been our primary source of funding and can be impacted by a number of factors, and our Loan Platform Business is new and does not have a significant performance history. Our ability to obtain financing in the capital markets depends, among other things, on our development efforts, business plans, operating performance, lending activities, public perceptions of the financial services industry, and condition of, and our access to, the capital markets at the time we seek financing. The capital markets have from time-to-time experienced periods of significant volatility, including, most recently, volatility driven by benchmark interest rate movements, uncertainty in the financial services sector, the confrontation in Venezuela, the ongoing conflict in the Middle East and the ongoing war in Ukraine, among other things. This volatility can dramatically and adversely affect financing costs when compared to historical norms or make funding unavailable. Additional factors that could make financing more expensive or unavailable to us include, but are not limited to, financial losses, events that have an adverse impact on our reputation, lawsuits challenging our business practices, adverse regulatory changes, changes in the activities of our business partners, loan performance, events that have an adverse impact on the financial services industry generally, counterparty availability, negative credit rating actions with respect to our rated securities, corporate and regulatory actions, interest rate changes, general economic conditions, including changing expectations for inflation, and the legal, regulatory and tax environments governing funding transactions, including existing or future securitization transactions. If financing is difficult, expensive or unavailable, our business, financial condition, results of operations, cash flows and future prospects could be materially and adversely affected.

Reworded

The U.S. economy has remained strong despite facing certain headwinds, including, but not limited to, changing U.S. consumer spending patterns, fluctuating inflation and interest rates, reduced consumer discretionary spending, and weakening wage growth, but there is no guarantee that future changes will not have an impact. For example, the Federal Reserve increased interest rates throughout 2022 and 2023 before lowering interest rates in 2024.2024 and 2025. We are unable to predict whether interest rates will increase or decrease in the future. Continued elevated interest rates may decrease borrower demand for certain of our lending products, even as inflation places pressure on consumer spending, borrowing and saving habits as consumers evaluate their prospects for future income growth and employment opportunities in the current economic environment, and as borrowers face uncertainty about the impact of elevated prices on their ability to repay a loan. A change in demand for our lending products and any steps we may take to mitigate such change could impact our credit quality and overall growth. For example, we have experienced lower demand for our home loans in an elevated interest rate environment, as our historical demand has primarily resulted from refinancing, which is less attractive in a higher interest rate environment. We have also focused on personal loan originations to offset the lower demand in other lending products. Personal loans are a higher risk product than home loans or student loans and we have seencontinued to see an increase in the amount of personal loans that we originate which may increase the inherent risk in our overall portfolio. In addition, fluctuating interest rates may increase our cost of capital and ability to offer a competitive interest rate on our loans. Although we closely monitor these increased risks, there is no guarantee we will make the correct adjustments to our originations or make adjustments quickly enough. Furthermore, economic pressure resulting in the inability of a borrower to repay a loan could translate into increased loan defaults, foreclosures and charge-offs and negatively affect our business, financial condition, results of operations, cash flows and future prospects.

Reworded

Additionally, an inflationary environment has increased and may continue to increase the cost of labor, technology, professional services, marketing and other operating inputs, which could lead to higher wages and benefits, increased vendor and third-party service costs, and rising prices for goods and services necessary to support our operations. 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. In order to meet the compensation expectations of our prospective and current employees due to inflationary and other factors, we have in the past and may in the future be required to increase our operating costs or risk losing skilled workers to competitors. See “Personnel and Business Continuity Risks—The job market and the optimization of our workforce creates a challenge and potential risk as we strive to attract and retain a highly skilled workforce” for more information on the risks posed by a competitive labor market. While we may seek to mitigate these impacts through cost controls or efficiency initiatives, there can be no assurance that such measures will be successful or sufficient. If we are unable to offset higher operating expenses with corresponding revenue growth, our margins, profitability, and cash flows could be materially and adversely affected.

Reworded

Falling, low or fluctuating interest rates, including declining interest rates in 2024,2024 and 2025, could have had in the past hadpast, and may in the future havehave, a negative impact on the demand for our checking and savings product. Checking and savings provides members a digital banking experience that offers a variable annual percentage yield, which is at our discretion. If we are not able to offer competitive interest rates on deposit accounts, demand for our checking and savings product may decrease, which may impact our ability to access deposits as a more cost-effective source of funding for our loans. Although we have been in an elevated interest rate environment in recent years, interest rates began to declinedeclined in 2024 and 2025 and there is no guarantee that the interest rate we offer on our deposit accounts will remain competitive and in a falling or low interest rate environment, account holders and prospective account holders may be discouraged from using these products, which would adversely affect our business, financial condition, results of operations, cash flows and future prospects.

Reworded

The rate at which borrowers prepay their loans can have a material impact on our net revenue, the value of our lending portfolio and the value of our residual interests in securitization trusts. Prepayment rates are subject to a variety of economic, social, competitive and other factors, including fluctuations in interest rates, availability of alternative financings, legislative, regulatory or policy changes affecting the student loan market, the home loan market, consumer lending generally and the general economy, including changing expectations for inflation. For example, interest rates begancontinued to decline in 2024,2025, and a lower interest rate environment may lead to higher prepayment rates on loans.

Reworded

We continue to use, and may in the future use, financial instruments for hedging and risk management purposes in order to protect against possible fluctuations in interest rates, or for other reasons that we deem appropriate. In particular, we expect our interest rate risk to increase with our home loans business which continues to grow, including as a result of our acquisition of Wyndham.grow. However, any current and future hedges we enter into will not completely eliminate the risk associated with fluctuating interest rates and our hedging activities may prove to be ineffective.

Reworded

Our success depends, in part, on our ability to expand our business. In somecertain circumstances, we may determine to do so through the acquisition of complementary assets, businesses and technologies rather than through internal development. For example: (i) in April 2020, we acquired 8 Limited, an investment business in Hong Kong, (ii) in May 2020, we acquired Galileo, a company that provides technology platform services to financial and non-financial institutions, (iii) in February 2022, we acquired Golden Pacific, a bank holding company, (iv) in March 2022, we acquired Technisys, a cloud-native digital multi-product core banking platform, and (v) in April 2023, we acquired Wyndham, a mortgage lender. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions. The risks we face in connection with acquisitions include, among others:

Reworded

•diversion of management time and focus from operating our business to evaluating acquisition targets and addressing acquisition integration challenges;

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Management's Discussion & Analysis (MD&A) (10-K Item 7)

102new paragraphs
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New heading “Consolidated Balance Sheet Analysis”

New heading “Liabilities and Permanent Equity”

Removed heading “Provision for credit losses”

Removed heading “Financial Condition Summary”

Removed heading “Securitizations”

Removed heading “Valuation Allowance on Deferred Tax Assets”

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Removed text topics: default, impairment, restructuring, goodwill
“2024 vs. 2023. Total noninterest expense increased by $40.8 million, or 2%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by: (i) in sales and marketing, increases in direct member incentives, advertising and marketing expenditures, and lead generation costs of $112.8 million primarily related to our Lending and Financial Services segments; (ii) increases in amortization of purchased and internally-developed software, and tools and subscriptions costs of $55.2 million, primarily reported in technology and product development, reflective of …”
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Removed text topics: impairment, restructuring, goodwill, inflation
“2023 vs. 2022. Total noninterest expense increased by $531.1 million, or 29%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily driven by: (i) goodwill impairment expense related to the Galileo and Technisys reporting units, further discussed within “Critical Accounting Estimates—Goodwill”, (ii) higher employee compensation and benefits, which was attributable to increases in headcount and salary and the inclusion of Technisys for the full 2023 period compared to a partial period in 2022, related to support of our growth and impacts of the …”
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Removed text topics: liquidity, inflation, interest rate
“The Federal Reserve decreased the benchmark interest rate in September, November and December 2024, and additional rate cuts are anticipated by many financial market participants in 2025, although the timing of such cuts, if any, remains uncertain. We have continued to see strong demand for our deposits as a result of our competitive interest rate offering and access to expanded FDIC insurance coverage through a network of participating banks in our Insured Deposit Program. …”
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Removed text topics: default, interest rate
“These increases were partially offset by lower revenue in loan origination, sales and securitizations reflecting: (i) higher personal and student loan net charge-offs of $172.5 million, primarily driven by growth in the portfolios and elevated charge off rates; (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 (a decrease of $371.2 million); …”
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New text topics: default, regulation
“Changes in law, regulations or governmental policies related to federal or private student loans could impact demand for our student loan products and our business in ways that are difficult to predict. For example, in the past, the government has provided relief measures for federal student loan borrowers, including, among others, a federal student loan payment moratorium and debt forgiveness measures. …”
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New text topics: liquidity, interest rate, regulation
“Economic and market volatility may also adversely impact our liquidity, results of operations and financial condition. We have continued to see strong demand for our deposits as a result of our competitive interest rate offering and access to expanded FDIC insurance coverage through a network of participating banks in our Insured Deposit Program. Our credit trends continued to be strong in 2025 after seeing delinquencies peak over one year ago in the first quarter of 2024. …”
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Reworded

In order to help achieve our mission, we are a member-centric, one-stop shop for financial services that, through our Lending and Financial Services products, allows members to borrow, save, spend, invest and protect their money. We refer to our customers as “members” and “clients”, as defined under “Key Business Metrics”. 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. Lending related services that we offer through our Loan Platform Business help a broader range of borrowers to find lending solutions, through our relationships with members as well as third-party enterprise partners. Our Technology Platform supports innovation for a broad range of enterprises, with offerings that give clients the ability to create, launch and run financial products.

Added

In addition, SoFi Plus is our premium financial membership that provides benefits that span our offerings and brings together all we have to offer. Membership benefits include exclusive access to preferred pricing on products, extra rewards, investment matches, complimentary financial planning, live events and more In 2025, we launched SoFi Smart Card to SoFi Plus members, a charge card secured by a SoFi Money checking and savings account.

Added

We continue to strive to innovate and develop new products and services. During 2025, we launched global remittance services, which leverages blockchain technology to provide fast, seamless, low cost and safe international payments, in over 30 countries, including Mexico, India, Brazil and much of Europe. We also returned to crypto investing with the launch of SoFi Crypto, once again giving our members the ability to buy, sell and hold digital assets directly in the SoFi app. Lastly, we took another step forward with crypto through the launch of our own stablecoin, SoFiUSD. This launch made SoFi the first national bank to issue a stablecoin on a public, permissionless blockchain.

Removed

In February 2025, we expanded our SoFi Plus membership program, which provides a range of benefits across our suite of products including an attractive APY with a SoFi Money account, extra cash back rewards, exclusive rate discounts on loans and more. Members are able to access these membership benefits through a monthly subscription or direct deposit to a checking and savings account.

Removed

SoFi is a financial services company that leverages technology to serve people and enterprises. SoFi's continuous investments in innovation and brand building yielded several milestones in the year, fueling significant member and product growth and paving the way for future growth.

Reworded

SoFi is a financial services company that leverages technology to serve people and enterprises. SoFi's continuous investments in innovation and brand building led to the strongest financial performance in the history of the company, fueling significant member and product growth and paving the way for future growth. We achievedreported a number of key financial achievements in the year ended December 31, 2024,2025, including total net revenue of $2.7$3.6 billion, representing an increase of 26%35% over total net revenue in 2023.2024. For the year ended December 31, 2025, total fee-based revenue reached a record of $1.5 billion, compared to $969.9 million in the same period of 2024, a year-over-year increase of 59%. This was driven by strong performance from our Loan Platform Business, as well as origination fee revenue, referral fee revenue, interchange fee revenue and brokerage fee revenue. Diluted earnings per share for each of the yearyears ended December 31, 2025 and 2024 was $0.39 compared to a loss per share of $0.36 for the year ended December 31, 2023.$0.39. Diluted EPS for the 2024 period does not include benefits from the gain on convertible debt exchanges in the first and third quarters of 2024.2024, but does include the tax benefit of the release of the majority of the valuation allowance against our deferred tax assets.

Added

The following tables set forth selected financial data:

Reworded

Continued growth in both total members and products, along with improving operating efficiency, reflects the benefits of our broad product suite and Financial Services Productivity Loop strategy. Total members reached over 10.113.6 million as of December 31, 2024,2025, a 34%35% year over year increase, while total products reached overnearly 14.720.2 million as of December 31, 2024,2025, a 32%37% year over year increase.

Added

Lending segment contribution profit of $1.0 billion for the year ended December 31, 2025 increased 14% over 2024 with a segment contribution margin of 55%. Lending segment performance was driven by net interest income primarily driven by growth in average loan balances.

Added

Origination volume for our Lending products increased 57%, as a result of continued strong member demand for personal loans, student loans and home loans as well as strong demand from capital markets partners. Overall, we sold, or transferred through our Loan Platform Business, more than $15.6 billion in total of personal loans, student loans and home loans during the year ended December 31, 2025. We believe that the growth opportunity for the Loan Platform Business continues to be strong.

Added

Technology Platform segment contribution profit of $144.4 million for the year ended December 31, 2025 increased 14% over 2024, and total net revenue of $450.2 million for the year ended December 31, 2025 increased 14% over 2024. SoFi continues to diversify its Technology Platform client base. During the year, SoFi announced that Banco Nación, one of Argentina’s largest financial institutions, selected our Cyberbank Digital platform to modernize their digital banking infrastructure. SoFi announced partnerships with several more U.S. consumer brands, as we continue to work with a broader range of companies to help bring innovative programs that drive greater loyalty and engagement with their customers.

Removed

Lending segment contribution profit of $890.5 million for the year ended December 31, 2024 increased 8% over 2023. Contribution margin for 2024 and 2023 was 60%. Lending segment performance was driven by an increase in net interest income primarily attributable to higher loan balances in 2024. We recorded an average net interest margin of 5.80% for the year ended December 31, 2024, a decrease of 8 bps, compared to 5.88% in 2023. The decrease in net interest margin for the year ended December 31, 2024 was driven by an increase in average interest-bearing liabilities of 44% and a decrease in yields on interest-earning assets of 7 bps, partially offset by an increase in average interest-earning assets of 38% and a decrease on the average rate paid on interest-bearing liabilities of 17 bps. Origination volume for our Lending products increased 33%, primarily driven by continued strong demand for personal loans and home loans, as well as growth in the student loan business, despite operating in unpredictable macroeconomic headwinds. Student loan demand increased in the latter part of 2023 following the resumption of principal and interest payments on federally-held student loans and we continued to experience increasing student loan demand with interest rate reductions in 2024. Our acquisition of Wyndham in the second quarter of 2023 provided increased capacity and capabilities for our home loans product, which we expect to continue to provide benefits. This contributed to a notable increase in 2024 in home loans alongside further diversification and expansion of our home loan product offerings, such as home equity loans. We expect overall home loans growth could be correlated with interest rate movements in 2025.

Removed

Technology Platform segment contribution profit of $127.0 million for the year ended December 31, 2024 increased 34% over 2023, and total net revenue of $395.2 million for the year ended December 31, 2024 increased 12% over 2023. Technology Platform total enabled client accounts increased 15% year-over-year, to 168 million up from 145 million in the prior year period. Growth was driven primarily by account growth in Latin America, consumer brands in the United States and clients with innovative use cases like earned wage access and money movement, as well as contribution from new clients. Our pipeline of potential clients spans banks, consumer brands, and fintech companies across consumer and B2B segments, which we believe offer larger and more durable revenue. We believe our pipeline of potential new clients is strong, and the investments we have made in this segment have expanded our market opportunity. We continue to make significant strides in our strategy of leveraging our unique product suite to pursue diversified growth and expansion to serve a broad range of clients, including governmental agencies, consumer brands and financial institutions. Entering 2025, we are seeing strong demand from new partners as we signed several notable deals that represent more predictable revenue from larger established brands with higher average deal sizes. We expect modest growth in segment revenue to continue in 2025 and beyond, as implementation and integration cycles from these deals will be gradual and with revenue impacts expected in 2026.

Reworded

Within our Financial Services segment, contribution profit of $307.0$792.9 million for the year ended December 31, 20242025 significantly improved compared to a contribution lossprofit of $0.3$307.0 million in 2023.2024. Total net revenue of $821.5$1.5 millionbillion for the year ended December 31, 20242025 increased 88% over 2023. We achieved continued strong growth in deposits, ending the year with $26.0 billion of deposits as of December 31, 2024, allowing us to maintain diversified sources of funding and driving an increase in net interest income earned on our deposits. Noninterest income grew 144% from the prior year period to $248.1 million in the current year. This increase was driven by our Loan Platform Business, where we originate loans on behalf of third parties and refer pre-qualified borrowers to origination partners.2024. During the year, the Loan Platform Business generated $141.6$575.9 million in loan platform fees, driven by $2.1$11.0 billion of personal loans originated on behalf of third parties, as well as referrals. In addition toAdditionally, our Loan Platform business,Business wegenerated $12.3 million in servicing cash flow which is recorded in our Lending segment. In total, our Loan Platform Business added $588.3 million to our consolidated adjusted net revenue across these two segments. We also continued to see healthy growth in interchange feesfee revenue in the year ended December 31, 2025, up 71% year-over-year, driven by increased spend across Money and Credit Card. By continuously innovating with new and relevant offerings, features and rewards for members, we grew total Financial Services products by 34% year-over-year to 12.7 million at year-end. We continue to achieve scale in our marketing spend and improvement in operating leverage in the segment. We expectplan to continue to scalepursue ouropportunities Loan Platform Business services andto increase our fee-based revenue through increased brand awareness and network effects, and continue to improve contribution profit in the segment.revenue.

Added

We achieved continued strong growth in member deposits and strong deposit contribution from direct deposit members, ending the year with $37.5 billion of total deposits as of December 31, 2025, allowing us to maintain access to diversified sources of funding. Total deposit funds grew over $11.5 billion during the year ended December 31, 2025. We continue to provide our members with access to expanded FDIC insurance coverage through a network of participating banks in our Insured Deposit Program, further enhancing the benefits of our offering to our members.

Removed

During 2024, we continued to have strong deposit contribution from direct deposit members. We expect that our funding mix will continue to move towards deposit funding, which generally has a lower borrowing cost of funds than warehouse financing . We also continue to provide our members with access to expanded FDIC insurance coverage through a network of participating banks in our Insured Deposit Program, further enhancing the benefits of our offering to our members. Our total capital ratio, as calculated under applicable regulatory capital rules, was 16.2% as of December 31, 2024. See Note 21. Regulatory Capital to the Notes to Consolidated Financial Statements for additional information.

Reworded

We earn revenuesrevenues, both net interest income and fee-based, in connection with our Financial Services segment primarily in the ways listed below. See Note 20. Business Segment and Geographic Information and Note 3. Revenue to the Notes to Consolidated Financial Statements for additional information on the FTP framework and Financial Services revenue from contracts with customers. Certain products, such as our complementary product SoFi Relay, do not provide direct sources of revenue. Revenue is driven primarily by variability in product utilization by members, as well as volume of transactions related to arrangements that we enter into with enterprise partners as outlined below.

Reworded

Adjusted contribution margin and incremental adjusted contribution margin are non-GAAP measures and relate only to our Lending segment. 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. See ‘“Adjusted Net Revenue’Revenue” above for a reconciliation of Lending segment adjusted net revenue.

Reworded

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),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.

Reworded

Adjusted EBITDA, adjusted EBITDA margin and incremental adjusted EBITDA margin are non-GAAP measures. Adjusted EBITDA is defined as net income (loss),income, adjusted to exclude, as applicable: (i) corporate borrowing-based interest expense (our adjusted EBITDA measure is not adjusted for warehouse or securitization-based interest expense, nor deposit interest expense and finance lease liability interest expense, as these are direct operating expenses), (ii) income tax expense (benefit), (iii) depreciation and amortization, (iv) share-based expense (inclusive of equity-based payments to non-employees), (v) restructuring charges, (vi) impairment expense (inclusive of goodwill impairmentimpairments and property, equipment and software abandonments), (vii) transaction-related expenses, (viii) foreign currency impacts related to operations in highly inflationary countries, (ix) fair value changes in each of servicing rights and residual interests classified as debt due to valuation assumptions, (x) gain on extinguishment of debt, and (xi) other charges, as appropriate, that are not expected to recur and are not indicative of our core operating performance.

Reworded

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’Revenue” above for a reconciliation of this non-GAAP measure.

Reworded

(1)Our adjusted EBITDA measure adjusts for corporate borrowing-based interest expense, as these expenses are a function of our capital structure. Corporate borrowing-based interest expense includes interest on our revolving credit facility, as well as interest expense and the amortization of debt discount and debt issuance costs on our convertible notes. Revolving credit facility interest expense in 2024 and 2023 increased due to elevated average interest rates relative to the prior year on identical outstanding debt. Convertible note interest expense in 2024 increased related to the issuance of interest-bearing convertible senior notes during the first quarter of 2024.

Reworded

(2)The income tax expense recognized in 2025 is primarily attributable to the Company’s profitability, partially offset by discrete tax benefits for stock compensation recorded during the year. 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. Income taxes in 2023 were primarily attributable to income tax benefits from foreign losses in jurisdictions with net deferred tax liabilities related to Technisys, offset by income tax expense associated with the profitability of SoFi Bank in state jurisdictions where separate filings are required, as well as federal taxes where our tax credits and loss carryforwards may be limited. Income taxes in 2022 were primarily attributable to tax expense at SoFi Lending Corp and SoFi Bank due to profitability in state jurisdictions where separate filings are required and recognition of expense from Technisys in certain Latin American countries where separate returns are filed. The expense was partially offset by deferred tax benefits from the amortization of intangible assets acquired in the Technisys Merger. See Note 17. Income Taxes to the Notes to Consolidated Financial Statements for additional information.

Removed

(3)Depreciation and amortization expense in 2024 was primarily related to our internally-developed software and intangibles. Depreciation and amortization expense in 2023 increased compared to 2022 primarily in connection with acquisitions and growth in our internally-developed software balance.

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(43)Restructuring charges in 2025 and 2024 relate to legal entity restructuring. Restructuring charges in 2023 primarily included employee-related wages, benefits and severance associated with a small reduction in headcount in our Technology Platform segment in the first quarter of 2023 and expenses in the fourth quarter of 2023 related to a reduction in headcount across the Company, which do not reflect expected future operating expenses and are not indicative of our core operating performance.

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(54)Impairment expense in 2023 includes $247,174 related to goodwill impairment, and $1,243 related to a sublease arrangement, which are not indicative of our core operating performance. See Note 8. Goodwill and Intangible Assets to the Notes to Consolidated Financial Statements for additional information on goodwill impairment.

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(65)Foreign currency charges reflect the impacts of highly inflationary accounting for our operations in Argentina, which are related to our Technology Platform segment and commenced in the first quarter of 2022 with the Technisys Merger. For the year ended December 31, 2023, all amounts were reflected in the fourth quarter, as inter-quarter amounts were determined to be immaterial. Amounts in 2022 were determined to be immaterial.

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(76)Transaction-related expenses in 2024 and 2023 included financial advisory and professional services costs associated with our acquisition of Wyndham. Transaction-related expenses in 2022 primarily included financial advisory and professional services costs associated with our acquisition of Technisys.

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(87)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. 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.

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(98)Reflects changes in fair value inputs and assumptions, including conditional prepayment, default rates and discount rates. When third parties finance our consolidated VIEs through purchasing residual interests, we receive proceeds at the time of the securitization close and, thereafter, pass along contractual cash flows to the residual interest owner. These obligations are measured at fair value on a recurring basis, which has no impact on our initial financing proceeds, our future obligations to the residual interest owner (because future residual interest claims are limited to contractual securitization collateral cash flows), or the general operations of our business. 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.

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Adjusted net income (loss), adjusted net income margin, incremental adjusted net income margin and adjusted diluted earnings (loss) per share are non-GAAP measures. Adjusted net income (loss) is defined as net income (loss), adjusted to exclude, as applicable, goodwill impairment expense and certain income tax benefits that are not expected to recur and are not indicative of our core operating performance.

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Adjusted diluted earnings (loss) per share (“adjusted EPS”) is a non-GAAP financial measure that adjusts GAAP diluted earnings (loss) per share. Adjusted EPS is computed by dividing net income (loss) attributable to common stockholders, adjusted to exclude, as applicable, goodwill impairment expense and certain income tax benefits that are not expected to recur and are not indicative of our core operating performance, by the diluted weighted average number of shares of common stock outstanding during the period.period, excluding the dilutive impact of the 2026 and 2029 convertible notes under the if-converted method for which the 2026 and 2029 capped call transactions, respectively, would deliver cash or shares to offset dilution.

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Adjusted net income margin is computed as adjusted net income (loss) divided by adjusted net revenue. Incremental adjusted net income margin is defined as the change in adjusted net income (loss), divided by change in adjusted net revenue. See ‘“Adjusted Net Revenue’Revenue” above for a reconciliation of this non-GAAP measure.

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____________________ (1)Certain amounts may not recalculate exactly using the rounded amounts provided. Earnings per share is calculated based on unrounded numbers.

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____________________ (12)For the year ended December 31, 2024, dilutedDiluted earnings per share and diluted net income attributable to common stockholders exclude gain on extinguishment of debt, net of tax, as well as interest expense incurred, net of tax, associated with convertible note activity during the period as evaluated under the if-converted method.

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(3)This non-GAAP adjustment excludes the dilutive impact of the 2026 and 2029 convertible notes, to the extent that the 2026 and 2029 capped call transactions, respectively, would deliver cash or shares to offset dilution.

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(1)In the fourth quarter of 2023, we transferred the crypto services provided by SoFi Digital Assets, LLC, and began closing existing digital assets accounts and removing the account from Invest products. This process was completed in the first quarter of 2024. AsDuring 2025, we returned to crypto investing with the launch of December 31, 2023, SoFi Invest products included 265,595 digital assets accounts. Excluding these accounts (that were closed as part of the transfer of the crypto services), total products increased by 3,868,554, or 36%, and total financial services products increased by 3,521,206, or 38%, during the year ended December 31, 2024 .Crypto.

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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 andaccounts, 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. Checking and savings accounts are considered one account within our total products metric. Our SoFi Invest service is composed of two products: active investing accounts and robo-advisory accounts. Our members can select any one or combination of the types of SoFi Invest products. If a member has multiple SoFi Invest products of the same account type, such as two active investing accounts, that is counted as a single product. However, if a member has multiple SoFi Invest products across account types, such as one active investing account and one robo-advisory account, those separate account types are considered separate products. The account of a joint- or co-account holder is considered a separate financial services product. In the event a member is removed in accordance with our terms of service, as discussed under “Members” above, the member’s associated products are also removed.

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(2)In the fourth quarter of 2023, we transferred the crypto services provided by SoFi Digital Assets, LLC, and began closing existing digital assets accounts and removing the account from Invest products. This process was completed in the first quarter of 2024. AsDuring 2025, we returned to crypto investing with the launch of December 31, 2023, SoFi Invest products included 265,595 digital assets accounts. Excluding these accounts (that were closed as part of the transfer of the crypto services), total products increased by 3,868,554, or 36%, and total financial services products increased by 3,521,206, or 38%, during the year ended December 31, 2024.Crypto.

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(4)Product counts for Crypto for the fourth quarter of 2025 reflect activity from our product launch on December 22, 2025 through December 31, 2025 and are therefore not representative of a full quarter of performance.

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In our Technology Platform segment, total accounts refers to the number of open accounts at Galileo as of the reporting date. We include intercompany accounts on the Galileo platform as a service in our total accounts metric to better align with the Technology Platform segment revenue reported in Note 20. Business Segment and Geographic Information to the Notes to Consolidated Financial Statements, which includes intercompany revenue. Intercompany revenue is eliminated in consolidation. Total accounts is a primary indicator of the accounts dependent upon our technology platform to use virtual card products, virtual wallets, make peer-to-peer and bank-to-bank transfers, receive early paychecks, separate savings from spending balances, make debit transactions and rely upon real-time authorizations, all of which result in revenues for the Technology Platform segment. We do not measure total accounts for the Technisysother products and solutions,solutions asfor which the revenue model is not primarily dependent upon being a fully integrated, stand-ready service.

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(1)Includes the impact from a large client which fully transitioned off the platform prior to December 31, 2025.

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A key element of our long-term strategy included securing a national bank charter, which we acquired in the first quarter of 2022 and began operating SoFi Bank (formerly Golden Pacific), and SoFi Technologies became a bank holding company. Operating as a bank allows for expanded access to multiple channels of funding, including deposits through SoFi Bank and borrowing capacity through the FHLB and Federal Reserve, which provides increased optionality in sourcing liquidity through different environments and periods of capital markets volatility, as well as increases our flexibility to capture additional net interest margin and optimize returns. Since acquiring our bank license, we have shifted and continue to expect our funding mix to movebe towardsprimarily deposit funding, which generally has a lower cost of funds than warehouse financing.

Reworded

See Part I, Item 1. “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 thatto which we are subject to.subject. See Part I, Item 1A. “Risk Factors” for discussion of certain potential risks related to being a bank holding company.

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Our results of operations have historically been relatively resilient to economic downturns but in the future may be impacted by the relative strength of the overall economy and its effect on key performance drivers such as unemployment, asset marketsinflation and consumer spending. As general economic conditions improve or deteriorate, the amount of consumer disposable income tends to fluctuate, which in turn impacts consumer spending levels and the willingness of consumers to take out loans to finance purchases or invest in financial assets. Specific economic factors, such as interest rate levels, changes in monetary and related policies, unemployment rates, marketinflation volatility,and consumer confidenceconfidence, and changing expectations for inflation,may also influence consumer spending, saving, investing and borrowing patterns. Liquidity and robustness of capital markets may influence both benchmark interest rates and credit spreads, thereby similarly influencing consumer behavior.

Added

The Federal Reserve decreased the benchmark interest rate in September, October and December 2025, each time by 0.25%. Markets are currently pricing in some degree of continued easing over 2026, although the timing of such cuts will be largely determined by the combination of inflation persistence, labor market softness, and the political and leadership dynamics of the Federal Reserve. Stubborn inflation could cause rising interest rates and unfavorably impact demand for refinancing loan products. In addition, if interest rates were to rise unexpectedly or too quickly, or macroeconomic conditions deteriorate, it could have a negative impact on the overall economic growth and the state of the consumer.

Added

Economic and market volatility may also adversely impact our liquidity, results of operations and financial condition. We have continued to see strong demand for our deposits as a result of our competitive interest rate offering and access to expanded FDIC insurance coverage through a network of participating banks in our Insured Deposit Program. Our credit trends continued to be strong in 2025 after seeing delinquencies peak over one year ago in the first quarter of 2024. Annualized charge-off rates decreased year-over-year across several portfolios, reflecting improvements in overall credit quality. Changes or uncertainty persists with respect to the U.S. presidential administration, governmental policies and regulations, and evolving priorities and guidance, and may adversely impact our members, our technology platform clients, our counterparties, and our operations, earnings and capital. Negative changes to macroeconomic conditions may result in decreased demand for our products, increased operating costs and negatively impact our results of operations.

Removed

The Federal Reserve decreased the benchmark interest rate in September, November and December 2024, and additional rate cuts are anticipated by many financial market participants in 2025, although the timing of such cuts, if any, remains uncertain. We have continued to see strong demand for our deposits as a result of our competitive interest rate offering and access to expanded FDIC insurance coverage through a network of participating banks in our Insured Deposit Program. High or rising interest rates have unfavorably impacted, and could continue to unfavorably impact, demand for refinancing loan products. In addition, if the Federal Reserve does not effectively curb inflation, interest rates were to rise unexpectedly or too quickly, or macroeconomic conditions deteriorate or do not improve, it could have a negative impact on the overall economy and result in increased unemployment, which could adversely impact our results of operations. In addition to benchmark interest rate considerations, economic and market volatility may adversely impact our liquidity, results of operations and financial condition. Our increased personal loan annualized charge-off rate year over year was reflective of our expectation of credit metrics to revert over time to more normalized levels, but remains healthy, while our lower credit card annualized charge-off rate was reflective of improvement in credit card delinquency rates. Negative changes to macroeconomic conditions may result in decreased demand for our products, increased operating costs and negatively impact our results of operations.

Reworded

•The weighted average coupon ratesrate on personal loans decreasedwas by 10 bps,flat, which reflects the impacts of loanincreased salesoriginations and rate reduction passed on to borrowers related to dropsbenchmark rate reductions during the fourth quarter. The weighted average coupon rates on student loans increased 4 bps, which reflects the impacts of loan sales.

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•The weighted average conditional prepayment rate on student loans increaseddecreased by 286 bps, whichreflecting reflectsthe increasesimpact of expected changes in observed prepayments during the fourth quarter.prepayments.

Reworded

•The weighted average discount rates on personal loans and student loans increaseddecreased by 519 bps and 41,1 basis point, respectively. For personal loans, our discount rate assumptions increaseddecreased in the fourth quarter due to benchmark interest rates increasingdeclining by 638 bps, partiallyalong offsetwith bycredit spreads tightening by 121 bps.basis point. For student loans, our discount rate assumptions increaseddecreased in the fourth quarter due to credit spreads tightening by 6 bps, partially offset by benchmark interest rates increasing by 76 bps, partially offset by credit spreads tightening by 355 bps. Credit spread changes are indicated by asset-backed security and secondary markets.

Reworded

•Annualized net charge-off rates on personal loans in the fourth quarter of 20242025 were 3.37%,2.80%, which remained lower than the assumed weighted average default rates in our fair value model of 4.55%.4.46%. Personal loan charge-offs during each of the third and fourth quarters of 20242025 were impacted by delinquent loan sales of $81.0$359.9 million and $90.0 million, respectively, of aggregate unpaid principal balance. Annualized net charge-off rates on student loans in the fourth quarter of 20242025 of 0.62%0.76% were lowerhigher than the assumed weighted average default rates in our fair value model of 0.73%.0.68%. The increase in the student loan net charge-off rate was primarily a result of strategically repurchased certain seasoned loans during 2025 that had a higher charge-off rate, in line with our expectations. Our fair value assumption for annual default rate incorporates fair value markdowns on loans beginning when they are 10 days or more delinquent, with additional markdowns at 30 days, 60 days and 90 days past due.

Reworded

The combination of these and other factorsfactors, including in period originations, resulted in fair value lossesgains recognized on our personal and student loans portfoliosportfolio and fair value losses on our personal loans portfolio during the fourth quarter of 2024.2025.

Reworded

Student Loan ReliefLending

Reworded

While weWe expect we may continue to see an increase in student loan refinancing volume as borrowers may look to refinance atto either a lower rate asif interest rates continue to decline or,or extend the loan term given the high interest rate environment compared to recent historical periods,periods. mayHowever, lookwe toexpect extend the loan term,that the timing and impact to our student loan refinancing product will largely depend on expectationsother regardingfactors, theincluding impactexecutive ofactions the recent change inby the U.S. presidential administration, the interest rate environment,environment and how competitive our student loan refinancing products are compared to our competitors and macroeconomic factors. For example, in the past, the government has provided relief measures for federal student loan borrowers, including, among others, a federal student loan payment moratorium and debt forgiveness measures that were put forward by the Biden administration. Although we can’t predict the measures related to student loans, if any, that the Trump administration may pursue, any changes in law, regulations or governmental policies could impact our business in ways that are difficult to predict.

Added

Changes in law, regulations or governmental policies related to federal or private student loans could impact demand for our student loan products and our business in ways that are difficult to predict. For example, in the past, the government has provided relief measures for federal student loan borrowers, including, among others, a federal student loan payment moratorium and debt forgiveness measures. While student loan repayments resumed in October 2023 for certain federal student loans, in May 2025, defaulted borrowers risked garnished wages, seized tax refunds, and reduced Social Security benefits (although these involuntary collections were delayed in January 2026). In July 2025, the One Big Beautiful Bill Act (Pub. L. No. 119-21) (“OBBB”) was signed into law, which among other provisions, eliminates Grad PLUS loans and imposes lower borrowing limits and restrictions on Parent PLUS loans, starting in July 2026, and establishes new repayment assistance plans. In August 2025, the Department of Education issued proposed rules that would narrow employer eligibility under the Public Service Loan Forgiveness program. We expect these changes could lead to incremental opportunities for SoFi’s student loan products; however, all such outcomes are highly uncertain.

Reworded

Noninterest expense primarily relates to the following categories of expenses: (i) technology and product development, (ii) sales and marketing, (iii) cost of operations, and (iv) general and administrative. Certain costs are included within each of these line items, such as compensation and benefits-related expense (inclusive of share-based compensation expense), professional services, depreciation and amortization, and occupancy-related costs. We allocate certain costs to each of these categories based on department-level headcounts. We generally expect these expenses to increase in absolute dollars as our business continues to grow. Noninterest expense also includes goodwill impairment, related to the GalileoTechnology and TechnisysPlatform reporting units.unit in 2023.

Removed

(1)In the fourth quarter of 2024, we made a presentation change to present the provision for credit losses below total net revenue and above total noninterest expense, from its previous presentation within total noninterest expense. Respective prior period amounts were recast to conform to the current period presentation.

Reworded

The tablestable below presentpresents average balance and interest information for each major category of interest-earning assets and interest-bearing liabilities, along with net interest income and net interest margin.

Added

(1)Average balances were calculated on daily carrying balances.

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What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-06 (period ending 2026-06-30) with 10-Q filed 2026-05-07 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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We have recently issued a proprietary stablecoin named SoFiUSD. The design, issuance, and operation of a stablecoin could expose us to a range of significant risks, including regulatory, operational, liquidity, technological, and reputational risks. The legal and regulatory framework governing stablecoins remains uncertain and is evolving rapidly in the United States and internationally. New or changing laws, regulations, or supervisory expectations, including the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (the “GENIUS Act”), could restrict or prohibit our ability to issue or offer a stablecoin, require us to obtain licenses or approvals, impose capital or reserve requirements, or subject us to additional compliance, audit and disclosure obligations, any of which could delay, limit, or prevent the delivery of SoFiUSD or materially increase its cost. In addition, the GENIUS Act would requirerequires us to establish and migrate SoFiUSD to a separately licensed or regulated entity.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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New text topics: middle east, supply chain, inflation, labor
“The U.S. economic environment continues to be influenced by evolving monetary policy, inflation trends, labor market conditions and broader geopolitical developments. While inflation has moderated from peak levels, uncertainty regarding its future path remains elevated, particularly as fluctuations in global energy prices, supply chain dynamics and trade policy continue to influence inflation expectations. Geopolitical developments, including ongoing conflict and changing prospects for peace in the Middle East, have contributed to volatility in oil prices and broader financial markets. …”
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Removed text topics: liquidity, inflation, interest rate
“Our results of operations have historically demonstrated relative resilience during economic downturns; however, future performance remains dependent on the strength of the overall economy and key drivers such as unemployment, inflation, asset prices, and consumer spending. Changes in economic conditions influence disposable income, which in turn affects consumer spending, saving, borrowing, and investing behaviors. Interest rates, monetary policy, market volatility, consumer confidence, and expectations regarding inflation or deflation may further impact these behaviors. …”
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New text topics: liquidity, inflation, interest rate
“Changes in interest rates and broader macroeconomic conditions directly influence consumer spending, saving, borrowing and investing behavior. Elevated interest rates have reduced demand for refinancing products and may continue to affect demand across certain lending products. Interest rate volatility also influences the economics of our capital markets activities, including loan pricing, funding costs, gain-on-sale margins and investor demand for consumer credit assets. …”
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Removed text topics: inflation, interest rate, labor
“The Federal Reserve adjusts monetary policy in response to evolving macroeconomic conditions, including inflation, labor market dynamics, and broader economic indicators. The timing and extent of policy changes remain uncertain and may be influenced by economic data and Federal Reserve leadership considerations. Persistent inflation may reduce consumer purchasing power and real wages, adversely affecting the credit profile of our members and demand for our lending and investment products. …”
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Removed text topics: middle east, supply chain, inflation
“Global geopolitical conditions, including conflicts in the Middle East and other regions, may contribute to volatility in energy markets, including oil prices, and broader global economic instability. Such developments may exacerbate inflationary pressures, disrupt supply chains, and increase market volatility, which could adversely affect economic growth and consumer financial conditions.”
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New text topics: inflation, interest rate
“In May 2026, Kevin Warsh became Chair of the Federal Reserve and has emphasized a data-driven approach to monetary policy, indicating that future policy decisions will depend on incoming economic data. While the direction and timing of future interest rate changes remain uncertain, the Federal Reserve has continued to emphasize its commitment to restoring price stability while balancing broader economic conditions. …”
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In order to help achieve our mission, we are a member-centric, everything app for digital financial services that, through our Lending and Financial Services products, allows members to borrow, save, spend, invest and protect their money. We refer to our customers as “members” and “clients” as defined under “Key Business Metrics”. 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. Lending related services that we offer through our Loan Platform Business help a broader range of borrowers to find lending solutions, through our relationships with members as well as third-party enterprise partners. Our Technology Platform supports innovation for a broad range of enterprises, with offerings that give clients the ability to create, launch and run financial products. In addition, SoFi Plus is our premium financial membership product that provides benefits that span our offerings and brings together all we have to offer. At the start of the second quarter, we relaunched SoFi Plus with significantly enhanced benefits in our other products, including Money at 4.5% interest and Invest with a 1% match on all deposits, while fully transitioning the product to a paid subscription model.

Reworded

Our three reportable segments and their primary product and service offerings as of MarchJune 31,30, 2026 were as follows:

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_________________ (1)Loan Platform Business includes activity related to (i) certain loans which we originate on behalf of third-party partners, (ii) referred loans which are originated by a third-party partner to which we provide pre-qualified borrower referrals, (iii) certain loans associated with our Lantern financial services marketplace platform, and (iv) servicing rights assumed from third parties.parties, and (v) beginning in the second quarter of 2026, SoFi branded small business loans. Refer to “Our Reportable Segments—Financial Services Segment” and “Our Reportable Segments—Lending Segment” for more information.

Reworded

Home Loans. We originate agency, non-agency, and certain government loan products (including FHA and VA loans) to members who are purchasing a home, refinancing an existing mortgage, or obtaining a home equity loan. Across our home loan products, we provide competitive rates, flexible down payment options as low as 3% (or 0% for VA loans), a close-on-time guarantee, and educational tools and calculators to support members throughout the borrowing process. When a member’s credit profile or other risk attributes do not align with our underwriting guidelines or risk appetite, we may broker home equity loans and home equity lines of credit to a third-party wholesale lender to help meet the member’s financing needs. During the second quarter of 2026, we launched the SoFi HELOC, a solution for members that want the flexibility to utilize the equity in their primary residence for debt consolidation, emergencies, or any other purpose, with competitive rates, expansive underwriting guidelines, and a fast close. We originate loans in accordance with applicable loan limits and program requirements, including Federal National Mortgage Association (Fannie Mae) and Federal Home Loan Mortgage Corporation (Freddie Mac) conforming limits and FHA and VA program limits, with FHA and VA loan amounts capped at $1,500,000. We also offer jumbo loans with loan amounts up to $3,000,000 and fixed-rate home equity loans up to $750,000. Our fixed-rate home loans generally have terms of 10, 15, 20, 25 or 30 years. We also offer adjustable-rate mortgage products for conforming and jumbo loans, with an initial fixed-rate period of 5, 7 or 10 years, followed by rate adjustments every six months for the remaining term. For FHA and VA loans, we offer adjustable-rate products with a fixed rate for five years followed by rate adjustments every year for the remainder of the term. We regularly update the annual percentage rates offered on our home loans.

Reworded

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 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. 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 continue to leverage investments made to integrate our services and offerings to position the Technology Platform segment for diversified durable growth. Our acquisition of Peach, a cloud-native, API-first loan management and servicing platform, in the second quarter of 2026, is intended to further expand our enterprise technology capabilities.

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A mobile-first investment platform offering members access to trading and advisory solutions, such as active investing and robo-advisory. Our interactive investing experience fosters engagement by allowing members to view and monitor other investors’ activity on the platform. 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. Our robo-advisory service offers a variety of managed portfolios comprising ETFs and mutual funds that are built and managed by our investment committee with support from an asset management partner. Additionally, we provide introductory brokerage services to our members and have invested heavily to create an appealing mobile investing experience. Our acquisition of Composer, an AI- powered investing platform, in the second quarter of 2026 is intended to advance our strategy of making advanced investing tools more accessible for our members.

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In December 2025, we also launched SoFiUSD, our proprietary stablecoin issued on a public, permissionless blockchain, which represented an additional step in expanding our digital asset capabilities. SoFiUSD is intended to support faster, lower-cost and more efficient movement of funds across payment ecosystems. During the first quarter of 2026, we began minting SoFiUSD and enteredstarted into a partnershipworking with Mastercard to support future settlement capabilities across its global payments network. In the second quarter of 2026, we launched SoFiUSD for members, and entered into agreements with third parties to support the distribution of SoFiUSD. These initiatives are intended to enhance interoperability between digital assets and fiat currencies and, over time, facilitate more continuous transaction settlement capabilities.

Reworded

We provide lending related services to a broader set of members through our platform of enterprise partners. Revenue from the Loan Platform Business is fee-based. This includes (i) activity through which third-party partners leverage our end-to-end origination and servicing platform to acquire loans within their credit specifications on a fee per loan basis, (ii) referred loans originated by a third-party partner to which we provide pre-qualified borrower referrals, and (iii) activity related to certain loans associated with our Lantern financial services marketplace platform.platform, and (iv) beginning in the second quarter of 2026, small business loans. In addition, we offer loan servicing support through our lending business. See “Lending Segment” for more information.

Reworded

•SoFi Relay: A personal finance management product that allows members to track all of their financial accounts in one place and gain meaningful insights into their financial health and habits to help them improve their financial standing, such as credit score monitoring and spending behaviors. SoFiThis Relayfoundation of comprehensive financial data also providespowers SoFi Coach, an interactive experience that delivers personalized guidance to help members track, budget, and invest across their entire financial ecosystem. Together, these products provide us with unified intelligence about our members that offers information about what SoFi products and features may help our members best achieve their financial goals, allowing us to further personalize the SoFi experience for our members.

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•SoFi Plus: A premium membership product through which we provide expanded benefits across the SoFi ecosystem to help our members maximize their money, including our highest APY on checking and savings, discounted loan rates, and additional cash back rewards for members. At the start of the second quarter, we relaunched SoFi Plus with significantly enhanced benefits in our products, while fully transitioning the product to a paid subscription model.

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•SoFi Smart Card: Our recently launched secured charge card product, linked directly to a member’s SoFi Checking and Savings account, that offers better choice and control over spending, attractive rewards, a way to build credit history, and high interest on savings balances.

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•Loan Platform Business, other fees: Through our Loan Platform Business, we originate loans on behalf of third-party partners, for which we receive a specified fee upon sale. The fee includes components for a fixed price per loan and recognition of servicing assets. These fees accounted for 59%56% of our total Financial Services noninterest income for the threesix months ended MarchJune 31,30, 2026.

Reworded

•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. Referral fees are paid to us by third-party partners that offer services to end users who do not use one of our product offerings, but who were referred to the partners through our platform. Our referral fee is calculated as either a fixed price per successful referral, a percentage of the funded loan, or a percentage of the transaction volume between the enterprise partners and referred consumers. Total referral fees, inclusive of referral fees generated through our Loan Platform Business, accounted for 11%12% of our total Financial Services noninterest income for the threesix months ended MarchJune 31,30, 2026.

Reworded

•Interchange fees: We earn interchange fees from our SoFi-branded debit cards and credit cards. These fees are remitted by merchants and represent a percentage of the underlying transaction value processed through a payment network. We engage a card association and enter into contracts that establish the shared economics of SoFi-branded transaction cards. Interchange fees accounted for 18% of our total Financial Services noninterest income for the threesix months ended MarchJune 31,30, 2026.

Reworded

•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. Brokerage fees accounted for 8% of our total Financial Services noninterest income for the threesix months ended MarchJune 31,30, 2026.

Reworded

SoFi is a financial services company that leverages technology to serve people and enterprises. SoFi's continuous investments in innovation and brand building led todelivered the strongest financial performance in thecompany history of the company,history, fueling significant member and product growth and paving the way for future growth. We reported a number of keyKey financial achievements infor the three and six months ended MarchJune 31,30, 2026, includinginclude total net revenue of $1.1$1.2 billion and $2.3 billion, representingrespectively, anboth increaseup of43%, 43%compared over total net revenue into the same periodperiods of 2025. For the firstthree quarterand six months ended June 30, 2026, net interest income increased 52% and 46%, respectively, compared to the same periods of 2026,2025, totalas we increased loan originations for our balance sheet. Total fee-based revenue for the three and six months ended June 30, 2026 reached $386.8$472.3 million and $859.1 million, respectively, compared to $315.4$377.5 million and $692.9 million in the same period2025 of 2025, a year-over-year increase of 23%. This wasperiods, driven by strongloan performanceoriginations, frominterchange ourand Loanbrokerage Platformfee Business,revenue, as well as originationcontinued feestrong revenue,Loan interchangePlatform feeBusiness revenue and brokerage fee revenue.performance. Diluted EPS for the three and six months ended MarchJune 31,30, 2026 was $0.12 and $0.24, respectively, compared to$0.08 dilutedand EPS of $0.06$0.14 in the same period2025 of 2025.periods.

Reworded

Continued growth in both total members and products, along with improving operating efficiency, reflects the benefits of our broad product suite and Financial Services Productivity Loop strategy. Total members reached over 14.715.8 million as of MarchJune 31,30, 2026, a 35% increase from the prior year period, while total products reached nearly 22.224.4 million as of MarchJune 31,30, 2026, a 39%42% year-over-year increase.

Reworded

Lending segment contribution profit increasedwas 60%$399.0 tomillion $382.4and $781.4 million for the three and six months ended MarchJune 31,30, 20262026, respectively, at a segment contribution margin of 60%55% asand 57%. This represents a slight improvement compared to the respective 2025 period,periods, which had a segment contribution margin of 58%.55% and 56%, respectively. Lending segment performance was driven by growth in net interest income primarilyand loan origination fees driven by growthan increase in average loan balances.originations for our balance sheet.

Reworded

Origination volume for our Lending products increased 68%69% for both the three and six months ended MarchJune 31,30, 20262026, as a result of continued strong member demand for personal loans, student loans and home loans as well as strong demand from capital markets partners. Overall, we sold,sold or transferred through our Loan Platform Business, more than $3.8$4.1 billion and $7.9 billion in total of personal loans and home loans during the three and six months ended MarchJune 31,30, 2026.2026, Werespectively. believeContinued that thestrong demand forfrom theour diverse Loan Platform Business continuespartners has allowed us to bemeet strongincremental acrosspersonal aloan diversedemand setfrom ofour partners.members.

Reworded

Technology Platform segment contribution profit of $12.0$11.8 million and $23.8 million for the three and six months ended MarchJune 31,30, 20262026, respectively, decreased 61%65% and 63% over the respective 2025 period,periods, and total net revenue of $75.1$84.5 million and $159.6 million for the three and six months ended MarchJune 31,30, 20262026, respectively, decreased 27%23% and 25% over the respective 2025 period.periods. Technology Platform total enabled client accounts waswere 133135 million, down from 158160 million in the prior year period. These results reflected the exit of a large client that fully transitioned off our platform prior to December 31, 2025.

Reworded

Within our Financial Services segment, contribution profit of $195.6$212.7 million and $408.3 million for the three and six months ended MarchJune 31,30, 2026, respectively, increased 32%13% and 21% compared to the respective 2025 period.periods. Total net revenue of $428.5$466.3 million and $894.8 million for the three and six months ended MarchJune 31,30, 20262026, respectively, increased 41%29% and 34% over the respective 2025 period.periods. For the second quarter of 2026, net interest income increased 29% year-over-year, to $249.1 million, primarily driven by growth in consumer deposits. In the firstsecond quarter of 2026, we generated $138.3$140.9 million in loan platform fees, driven by $3.0$3.1 billion of personal loans originated on behalf of third parties, as well as referrals. Additionally, our Loan Platform Business generated $2.6$2.4 million in servicing cash flow which is recorded in our Lending segment. In total, our Loan Platform Business added $140.8$143.3 million to our consolidated adjusted net revenue across these two segments. We also continued to see healthy growth in interchange fee revenue in the firstsecond quarter of 2026, up 54%55% year-over-year, driven by increased spend across Money and Credit CardCard. as well as increased brokerageBrokerage fee revenue,revenue whichalso wascontinues upto 116%see strong growth, increasing 140% year-over-year. These results supportreflect our successful and ongoing efforts to increase fee-based revenue.

Reworded

We achieved continued strong growth in member deposits and strong deposit contribution from direct deposit members, ending the period with $40.2$45.5 billion of total deposits as of MarchJune 31,30, 2026, allowing us to maintain access to diversified sources of funding. Total deposit funds grew nearly $2.7$5.3 billion during the quarter. We continue to provide our members with access to expanded FDIC insurance coverage through a network of participating banks in our Insured Deposit Program, further enhancing the benefits of our offering to our members.

Reworded

The strength of our results underscores our belief that our suite of differentiated products and services provides the foundation for a diversified business that can endure through market cycles asand welleconomic as in the face of exogenous factors.disruptions. For instance, our access to multiple channels of funding, including deposit and loan warehouse funding, provides increased optionality in sourcing liquidity through different environments and periods of capital markets volatility, as well as increases our flexibility to capture additional net interest margin and optimize returns. This typically provides more stable earnings in any macroeconomic environment, but is particularly important during times of macroeconomic volatility.

Reworded

(6)Restructuring charges in the 2026 periodperiods included employee-related wages, benefits and severance associated with a small reduction in headcount in our Technology Platform segment, which do not reflect expected future operating expenses and are not indicative of our core operating performance. Restructuring charges in 2025 relate to legal entity restructuring.

Reworded

(7)Transaction-related expenses in the 2026 periodperiods reflectprimarily included financial advisory and professional services costs associated with strategicour evaluationsacquisitions of Composer and related activities.Peach.

Reworded

Adjusted net income, adjusted net income margin, incremental adjusted net income margin and adjusted diluted earnings per share are non-GAAP measures. Adjusted net income is defined as net income, adjusted to exclude, as applicable, transaction-related expense, restructuring charges, goodwill impairment expense and certain income tax benefits that are not expected to recur and are not indicative of our core operating performance.

Reworded

Adjusted diluted earnings per share (“adjusted EPS”) is a non-GAAP financial measure that adjusts GAAP diluted earnings per share. Adjusted EPS is computed by dividing net income attributable to common stockholders, adjusted to exclude, as applicable, transaction-related expense, restructuring charges, goodwill impairment expense and certain income tax benefits that are not expected to recur and are not indicative of our core operating performance, by the diluted weighted average number of shares of common stock outstanding during the period, excluding the dilutive impact of the 2026 and 2029 convertible notes under the if-converted method for which the 2026 and 2029 capped call transactions, respectively, would deliver cash or shares to offset dilution. The exclusions of transaction-related expense and restructuring charges were effective beginning in the second quarter of 2026. The impact to prior periods was determined to be immaterial, and therefore prior periods were not recast.

Reworded

Since our inception through MarchJune 31,30, 2026, we have served approximately 14.715.8 million members who have used approximately 22.224.4 million products on the SoFi platform.

Reworded

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 Smart Card accounts and 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, as well as active SoFi Plus subscriptions as of the reporting date. Checking and savings accounts are considered one account within our total products metric. Our SoFi Invest service is composed of four products: IRA self-directed accounts, taxable self-directed accounts, IRA robo-advisory accounts, and taxable robo-advisory accounts. Our members can select any one or combination of the SoFi Invest products. If a member has multiple SoFi Invest accounts of the same products, such as one IRA self-directed account and one IRA robo-advisory account (or one tax-advantaged brokerage account and one taxable brokerage account), those are considered separate products. The account of a joint- or co-account holder is considered a separate financial services product. In the event a member is removed in accordance with our terms of service, as discussed under “Members” above, the member’s associated products are also removed.

Reworded

Product growth is generally an indicator of future revenue, but is generally not directly correlated with revenues, since not all members who sign up for one of our products immediately or 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. Further, product growth may not directly correlate with expense growth as a result of the effects of the Financial Services Productivity Loop.

Added

(3)Beginning in the second quarter of 2026, we updated our Financial Services products to include (i) SoFi Plus, which we relaunched during the quarter with significantly enhanced benefits, while fully transitioning the product to a paid subscription model; and (ii) Smart Card, our recently launched secured card (presented above within Credit Card). The impact to prior periods was determined to be immaterial, and prior periods were not recast.

Added

The U.S. economic environment continues to be influenced by evolving monetary policy, inflation trends, labor market conditions and broader geopolitical developments. While inflation has moderated from peak levels, uncertainty regarding its future path remains elevated, particularly as fluctuations in global energy prices, supply chain dynamics and trade policy continue to influence inflation expectations. Geopolitical developments, including ongoing conflict and changing prospects for peace in the Middle East, have contributed to volatility in oil prices and broader financial markets. Sustained increases in energy prices or renewed inflationary pressures could adversely affect consumer purchasing power, economic growth and financial market conditions.

Added

In May 2026, Kevin Warsh became Chair of the Federal Reserve and has emphasized a data-driven approach to monetary policy, indicating that future policy decisions will depend on incoming economic data. While the direction and timing of future interest rate changes remain uncertain, the Federal Reserve has continued to emphasize its commitment to restoring price stability while balancing broader economic conditions. As a result, expectations regarding monetary policy have remained subject to changing inflation, employment and economic data, contributing to continued volatility in benchmark interest rates, credit spreads and capital markets.

Added

Changes in interest rates and broader macroeconomic conditions directly influence consumer spending, saving, borrowing and investing behavior. Elevated interest rates have reduced demand for refinancing products and may continue to affect demand across certain lending products. Interest rate volatility also influences the economics of our capital markets activities, including loan pricing, funding costs, gain-on-sale margins and investor demand for consumer credit assets. In addition, changes in benchmark interest rates, inflation expectations and credit spreads may affect the pricing, execution and liquidity of loan sales and securitization transactions.

Added

Our results of operations have historically demonstrated relative resilience during periods of economic stress, supported by our diversified business model. However, our future operating results and cash flows remain dependent upon the strength of the overall economy, consumer financial health, the condition and liquidity of the capital markets and our ability to continue executing our business strategy.

Removed

The Federal Reserve adjusts monetary policy in response to evolving macroeconomic conditions, including inflation, labor market dynamics, and broader economic indicators. The timing and extent of policy changes remain uncertain and may be influenced by economic data and Federal Reserve leadership considerations. Persistent inflation may reduce consumer purchasing power and real wages, adversely affecting the credit profile of our members and demand for our lending and investment products. Elevated or rising interest rates, including in response to inflation, have adversely impacted and may continue to adversely impact demand for refinancing products. Additionally, rapid increases in interest rates or deterioration in macroeconomic conditions could negatively affect economic growth, consumer financial health, and overall market conditions.

Removed

Our results of operations have historically demonstrated relative resilience during economic downturns; however, future performance remains dependent on the strength of the overall economy and key drivers such as unemployment, inflation, asset prices, and consumer spending. Changes in economic conditions influence disposable income, which in turn affects consumer spending, saving, borrowing, and investing behaviors. Interest rates, monetary policy, market volatility, consumer confidence, and expectations regarding inflation or deflation may further impact these behaviors. The liquidity and condition of capital markets may also affect benchmark interest rates and credit spreads, influencing consumer demand and financial activity.

Removed

Global geopolitical conditions, including conflicts in the Middle East and other regions, may contribute to volatility in energy markets, including oil prices, and broader global economic instability. Such developments may exacerbate inflationary pressures, disrupt supply chains, and increase market volatility, which could adversely affect economic growth and consumer financial conditions.

Reworded

We have continued to experience strong demand for our deposit products, driven in part by competitive interest rates and access to expanded FDIC insurance coverage through our Insured Deposit Program. Our credit trends continued to be strong inthrough the first quarterhalf of 2026 after seeing delinquencies peak over two years ago in the first quarter of 2024. Annualized charge-off rates decreased year-over-year across severalour portfolios, reflecting improvements in overall credit quality. These trends, together with the macroeconomic and geopolitical factors described above, may impact demand for our products, our cost structure, and our liquidity, results of operations, and financial condition.

Reworded

As of the firstsecond quarter of 2026 relative to the fourthfirst quarter of 2025,2026, we observed the following trends:

Reworded

•Personal loan marks were down from the prior quarter, driven by an increase in the weighted average discount rate which was due to a higher benchmark rate, as well as a modest decline in weighted average coupon rate and a modest increaseincreases in the weighted average annual default rate assumption.assumption These changes were partially offset by a modest decrease in theand weighted average prepayment rate.

Reworded

•The personal loan annualized charge-off rate increaseddecreased to 3.03%2.62% from 2.80%3.03% in the prior quarter, including the impact of asset sales, new originations and delinquency sales in the quarter. This was primarily a functionreflection of maintainingour consistent delinquent loan salesmembers as thewell balanceas sheetstrong hasgrowth grown.in personal loans.

Reworded

•Student loan marks were down from the prior quarter, driven by an increase in the weighted average discount rate due to a higher benchmark rate, and was partially offset by a modest decrease in the weighted average prepayment rate. The weighted average coupon rate and weighted average default rate assumptions remained relatively consistent with the fourthfirst quarter.

Reworded

•The student loan annualized charge-off rate decreased to 6561 basis points from 7665 basis points in the prior quarter, driven by seasonalitycontinued andstrong thecredit impact from a student loan repurchase that concluded during the fourth quarter.quality.

Reworded

The combination of these and other factors, including in period originations, resulted in fair value losses and gains recognized on our personal and student loans portfolios, respectively, during the firstsecond quarter of 2026.

Reworded

Changes in demand and loan volume for our student loan refinancing product and our in-school student loans will likelycould be affected by a variety of factors affecting students, schools, and the overall economy, including the overall interest rate environment, employment market, school tuition and admissions, executive actions by the U.S. presidential administration related to federal student loans, and how competitive our student loan refinancing products are compared to our competitors and other macroeconomic factors.

Reworded

Three Months. For the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, net interest income increased by $194.3$270.4 million, or 39%,52%, and net interest margin decreasedincreased by 712 bps. Average interest-earning assets increased by 41%,49%, and average yields decreased by 6332 bps, while average interest-bearing liabilities increased by 34%43% and the average cost of interest-bearing liabilities decreased by 4836 bps.

Reworded

The $194.3$270.4 million increase in net interest income was primarily driven by (i) higher interest income on loans of $219.0$328.5 million, which was primarily a function of an increase in origination volume,volume for our balance sheet, (ii) higher interest income from investment securities of $12.3 million primarily attributable to an increase in average balances, (iii) lower interest expense on warehouse facilities of $18.1$10.8 million as we continued to rely less on our warehouse facilities for our funding needsneeds, and were fully paid down by the end of the quarter, (iiiiv) higher interest income from interest-bearing deposits with banks of $11.8$7.3 million driven by an increase in average deposits and the proceeds from the common stock offerings that we completed in the third and fourth quarters of 2025, and (iv) higher interest income from investment securities of $6.4 million primarily attributable to an increase in average balances.deposits.

Reworded

These items were partially offset by higher interest expense on interest-bearing deposits of $61.8$87.2 million resulting from the net impact of higher interest-bearing deposit balances partially offset by lower rates on savings and time deposits.

Added

Six Months. For the six months ended June 30, 2026 compared to the six months ended June 30, 2025, net interest income increased by $464.6 million, or 46%, while net interest margin was flat. Average interest-earning assets increased by 46%, and average yields decreased by 50 bps, while average interest-bearing liabilities increased by 39% and the average cost of interest-bearing liabilities decreased by 41 bps.

Added

The $464.6 million increase in net interest income was primarily driven by (i) higher interest income on loans of $547.6 million, which was primarily a function of an increase in origination volume for our balance sheet, (ii) lower interest expense on warehouse facilities of $28.9 million as we continued to rely less on our warehouse facilities for our funding needs, (iii) higher interest income from interest-bearing deposits with banks of $19.1 million driven by an increase in average deposits, and (iv) higher interest income from investment securities of $18.6 million primarily attributable to higher average balances.

Added

These items were partially offset by higher interest expense on interest-bearing deposits of $149.1 million resulting from the net impact of higher interest-bearing deposit balances partially offset by lower rates on savings deposits.

Reworded

Total noninterest income increased by $134.3$93.4 million, or 49%,28%, and $227.7 million, or 37%, for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the three and six months ended MarchJune 31,30, 2025.

Reworded

Three Months. The increase in loan origination, sales, securitizations and servicing of $89.4$79.6 million, or 169%,112%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 was primarily driven by (i) gains during the 2026 period compared to losses in the 2025 period on interest rate swap positions primarily related to personal loans and student loans reflecting hedging benefits as rates shifted during the period, ($282.7$294.9 million), (ii) higher origination fees ($36.3$77.7 million) primarily driven by increased originations compared to the year ago quarter , and (iii) net fair value gains on home loans ($11.6$8.9 million) primarily impacted by increased home loan origination volume.

Reworded

These increases were partially offset by (i) net fair value losses on personal loans and lower fair value gains on student loans driven by weighted average mark decreases ($223.6$281.2 million), and (ii) net higher loan write-offs ($33.1$41.4 million) driven by balance sheet growth and (iii) unfavorable changes in home loan and student loan commitments ($13.2 million).growth.

Added

Six Months. The increase in loan origination, sales, securitizations and servicing of $169.0 million, or 137%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily driven by (i) gains during the 2026 period compared losses in the 2025 period on interest rate swap positions primarily related to personal loans and student loans reflecting hedging benefits as rates shifted during the period ($577.6 million), (ii) higher origination fees ($114.0 million) primarily driven by increased originations compared to the year ago quarter , and (iii) net fair value gains on home loans ($20.5 million) primarily impacted by increased home loan origination volume.

Added

These increases were partially offset by (i) net fair value losses on personal loans and student loans driven by weighted average mark decreases ($504.8 million) and (ii) net higher loan write-offs ($74.4 million) driven by balance sheet growth.

Reworded

Three Months. Technology products and solutions decreased by $37.1$38.3 million, or 43%,42%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. These results reflected the exit of a large client who fully transitioned off our platform in 2025.

Added

Six Months. Technology products and solutions decreased by $75.4 million, or 43%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. These results reflected the exit of a large client who fully transitioned off our platform in 2025.

Reworded

Three Months. Loan platform fees and related servicing increased by $44.7$12.7 million, or 47%,10%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. This was driven by an increase of $1.4$639.2 billionmillion of Loan Platform Business originations.

Showing the first 60 of 137 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

SOFI insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 3 Form 4 filings (1 insider, 3 trade dates, 45,311 shares, about $749.3K) and open-market sales in 9 filings (3 insiders, 8 trade dates, 185,111 shares, about $3.3M; 8 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -139,800 (purchases minus sales); net value about -$2.5M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-21Keough Kelli
EVP, GBUL, SIPS
Open-market sale
10b5-1 plan
10,203$16.99 $173.3K408,073 SEC
2026-09-21Rishel Jeremy
Chief Technology Officer
Open-market sale
10b5-1 plan
18,624$17.50 $325.9K912,650 SEC
2026-09-15Keough Kelli
EVP, GBUL, SIPS
Shares withheld for tax 66,033$17.28 $1.1M418,276 SEC
2026-09-15Lavet Robert S
General Counsel
Shares withheld for tax 14,414$17.28 $249.1K109,843 SEC
2026-09-15Pinto Arun
Chief Risk Officer
Shares withheld for tax 11,838$17.28 $204.6K228,623 SEC
2026-09-15Rishel Jeremy
Chief Technology Officer
Shares withheld for tax 41,750$17.28 $721.4K931,274 SEC
2026-09-15Schuppenhauer Eric
EVP GBUL Borrow
Shares withheld for tax 2,757$17.28 $47.6K334,336 SEC
2026-09-14Keough Kelli
EVP, GBUL, SIPS
Option exercise 82,643— —439,085 SEC
2026-09-14Keough Kelli
EVP, GBUL, SIPS
Option exercise 26,476— —465,561 SEC
2026-09-14Keough Kelli
EVP, GBUL, SIPS
Option exercise 13,067— —478,628 SEC
2026-09-14Keough Kelli
EVP, GBUL, SIPS
Option exercise 5,681— —484,309 SEC
2026-09-14Lapointe Christopher
CFO and PAO
Option exercise 52,954— —1,878,433 SEC
2026-09-14Lapointe Christopher
CFO and PAO
Option exercise 36,589— —1,915,022 SEC
2026-09-14Lapointe Christopher
CFO and PAO
Shares withheld for tax 59,341$17.32 $1.0M1,870,290 SEC
2026-09-14Lapointe Christopher
CFO and PAO
Option exercise 14,609— —1,929,631 SEC
2026-09-14Lavet Robert S
General Counsel
Option exercise 36,057— —124,257 SEC
2026-09-14Noto Anthony
Director, Chief Executive Officer
Shares withheld for tax 188,259$17.32 $3.3M12,276,337 SEC
2026-09-14Noto Anthony
Director, Chief Executive Officer
Option exercise 55,191— —12,464,596 SEC
2026-09-14Noto Anthony
Director, Chief Executive Officer
Option exercise 154,197— —12,409,405 SEC
2026-09-14Noto Anthony
Director, Chief Executive Officer
Option exercise 136,166— —12,255,208 SEC
2026-09-14Pinto Arun
Chief Risk Officer
Option exercise 11,434— —230,721 SEC
2026-09-14Pinto Arun
Chief Risk Officer
Option exercise 9,740— —240,461 SEC
2026-09-14Rishel Jeremy
Chief Technology Officer
Option exercise 28,748— —961,661 SEC
2026-09-14Rishel Jeremy
Chief Technology Officer
Option exercise 37,824— —932,913 SEC
2026-09-14Rishel Jeremy
Chief Technology Officer
Option exercise 11,363— —973,024 SEC
2026-09-14Schuppenhauer Eric
EVP GBUL Borrow
Option exercise 6,493— —337,093 SEC
2026-08-20Keough Kelli
EVP, GBUL, SIPS
Open-market sale
10b5-1 plan
11,286$18.00 $203.1K356,442 SEC
2026-08-18Schuppenhauer Eric
EVP GBUL Borrow
Shares withheld for tax 23,720$18.00 $427.0K330,600 SEC
2026-08-18Pinto Arun
Chief Risk Officer
Shares withheld for tax 25,118$18.00 $452.1K219,287 SEC
2026-08-17Schuppenhauer Eric
EVP GBUL Borrow
Option exercise 55,731— —354,320 SEC
2026-08-17Pinto Arun
Chief Risk Officer
Option exercise 45,389— —244,405 SEC
2026-07-20Keough Kelli
EVP, GBUL, SIPS
Open-market sale
10b5-1 plan
10,954$17.19 $188.3K367,728 SEC
2026-06-22Keough Kelli
EVP, GBUL, SIPS
Open-market sale
10b5-1 plan
10,954$17.35 $190.1K378,682 SEC
2026-06-18Lavet Robert S
General Counsel
Open-market sale 1,188$17.55 $20.8K88,200 SEC
2026-06-17Meltzer Gary
Director
Option exercise 2,823— —71,281 SEC
2026-06-17Lavet Robert S
General Counsel
Option exercise 2,823— —89,388 SEC
2026-06-17Rishel Jeremy
Chief Technology Officer
Open-market sale
10b5-1 plan
102,123$17.78 $1.8M895,089 SEC
2026-06-16Keough Kelli
EVP, GBUL, SIPS
Shares withheld for tax 61,479$17.61 $1.1M389,636 SEC
2026-06-16Lavet Robert S
General Counsel
Shares withheld for tax 14,914$17.61 $262.6K86,565 SEC
2026-06-16Pinto Arun
Chief Risk Officer
Shares withheld for tax 11,029$17.61 $194.2K199,016 SEC
2026-06-16Schuppenhauer Eric
EVP GBUL Borrow
Shares withheld for tax 2,509$17.61 $44.2K298,589 SEC
2026-06-16Rishel Jeremy
Chief Technology Officer
Shares withheld for tax
10b5-1 plan
155,605$17.61 $2.7M997,212 SEC
2026-06-16Noto Anthony
Director, Chief Executive Officer
Open-market purchase 13,888$18.06 $250.8K11,960,507 SEC
2026-06-15Yesil Magdalena
Director
Gift 433,104— —433,104 SEC
2026-06-15Yesil Magdalena
Director
Gift 433,104— —0 SEC
2026-06-15Lapointe Christopher
CFO and PAO
Option exercise 52,953— —1,829,499 SEC
2026-06-15Lapointe Christopher
CFO and PAO
Shares withheld for tax 55,219$16.58 $915.5K1,825,479 SEC
2026-06-15Lapointe Christopher
CFO and PAO
Option exercise 14,609— —1,880,698 SEC
2026-06-15Lapointe Christopher
CFO and PAO
Option exercise 36,590— —1,866,089 SEC
2026-06-15Noto Anthony
Director, Chief Executive Officer
Option exercise 154,198— —12,250,870 SEC
2026-06-15Noto Anthony
Director, Chief Executive Officer
Option exercise 136,165— —12,096,672 SEC
2026-06-15Noto Anthony
Director, Chief Executive Officer
Shares withheld for tax 187,018$16.58 $3.1M12,119,042 SEC
2026-06-15Noto Anthony
Director, Chief Executive Officer
Option exercise 55,190— —12,306,060 SEC
2026-06-15Keough Kelli
EVP, GBUL, SIPS
Option exercise 82,642— —405,889 SEC
2026-06-15Keough Kelli
EVP, GBUL, SIPS
Option exercise 26,477— —432,366 SEC
2026-06-15Keough Kelli
EVP, GBUL, SIPS
Option exercise 5,681— —451,115 SEC
2026-06-15Keough Kelli
EVP, GBUL, SIPS
Option exercise 13,068— —445,434 SEC
2026-06-15Lavet Robert S
General Counsel
Option exercise 36,057— —101,479 SEC
2026-06-15Pinto Arun
Chief Risk Officer
Option exercise 9,739— —210,045 SEC
2026-06-15Pinto Arun
Chief Risk Officer
Option exercise 11,434— —200,306 SEC

Showing the 60 most recent of 82 transactions.

Well-known investors holding SOFI (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
D. E. Shaw & Co. COM2026-06-3014,691,786$263.4M0.16%Reduced 66%
Millennium Management (Israel Englander) COM2026-06-3010,493,471$188.1M0.13%Added 27%
ARK Investment Management (Cathie Wood) Common Stock2026-06-303,742,479$67.1M0.44%Reduced 2%
Renaissance Technologies COM2026-06-302,317,400$36.8M—Sold out
Citadel Advisors (Ken Griffin) COM2026-06-301,145,775$20.5M0.01%Reduced 90%
AQR Capital Management (Cliff Asness) COM2026-06-30557,011$10.0M0.0%Reduced 7%
Two Sigma Investments COM2026-06-30443,247$7.9M0.01%Reduced 70%
Polen Capital Management COM2026-06-3065,611$1.2M0.01%Reduced 37%
Gotham Asset Management (Joel Greenblatt) COM2026-06-3016,320$292.6K0.0%No change

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

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