SoFi Technologies Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$SOFI
Finance: Consumer Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
__________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 4, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(855 ) 456-7634
(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 8.01 Other Events.
On December 4, 2025, SoFi Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Mizuho Securities USA LLC (collectively, the “Underwriters”), relating to the issuance and sale (the “Offering”) of 54,545,454 shares of the common stock of the Company, par value $0.0001 per share (the “Common Stock”) at a price of $27.50 per share. On December 8, 2025, the Offering of 54,545,454 shares of Common Stock to the Underwriters was completed. All of the shares in the Offering were sold by the Company.
Pursuant to the Underwriting Agreement, the Company also granted the underwriters a 30-day option to purchase up to an additional 8,181,818 shares of its common stock at the public offering price, less underwriting discounts and commissions.
The Company intends to use the net proceeds from the Offering for general corporate purposes, including but not limited to enhancing capital position, increasing optionality and enabling further efficiency of capital management, and funding incremental growth and business opportunities.
The shares of Common Stock in the Offering were offered on a prospectus supplement, which amended and supplemented the prospectus dated July 29, 2025, which forms a part of the Company’s Registration Statement on Form S-3 (Registration No. 333-289046).
The Underwriting Agreement contains customary representations, warranties and covenants. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |||||||
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SoFi Technologies, Inc. | ||||||||
Date: December 8, 2025 | By: | /s/ Christopher Lapointe | ||||||
| Name: | Christopher Lapointe | |||||||
| Title: | Chief Financial Officer | |||||||