10-K – 2026-02-17 – sofi-20251231.htm

institution with total assets of more than $10 billion. Below are certain regulations to which our consumer financial services are subject.
Truth in Lending Act.    The TILA and Regulation Z, which implements it, require lenders to provide consumers with uniform, understandable information concerning certain terms and conditions of their loan and credit transactions prior to the consummation of a credit transaction and, in the case of certain education, mortgage, personal, credit card, overdraft, and other open-end loans, at the time of a loan solicitation, application, approval and origination of a credit transaction. TILA also regulates the advertising of credit, including limitations on co-branding private education lender’s products with educational institutions in the marketing of private education loans, and gives borrowers, among other things, certain rights regarding updated disclosures and periodic statements, security interests taken to secure the credit, the right to rescind certain loan transactions, a right to an investigation and resolution of billing errors, and the treatment of credit balances. For certain types of credit transactions, lenders are not permitted to originate loans with certain high-risk features, such as negative amortization and balloon payments, and must provide certain consumer protections during the underwriting and origination process, such as providing a right to an appraisal of mortgaged property, and verifying the consumer’s ability to repay the loan prior to making a decision to approve an application for the loan. Private education lenders must provide multiple disclosures to applicants under TILA and must provide applicants with 30 days in which to accept or reject a loan offer as well as the right to rescind the loan transaction for three business days following receipt of the Final TILA disclosure.
Real Estate Settlement Procedures Act.    The federal RESPA and Regulation X, which implements it, require certain disclosures to be made to the borrower at application, as to the lender’s initial disclosures (or good faith estimate) of loan origination costs, and at closing with respect to the real estate settlement statement; apply to certain loan servicing practices including escrow accounts, member complaints, servicing transfers, lender-placed insurance, error resolution and loss mitigation. RESPA also prohibits giving or accepting any fee, kickback or a thing of value for the referral of real estate settlement services, and giving or accepting any portion of any fee charged for rendering a real estate settlement service other than for services actually performed. To the extent that a lender makes or receives a referral to a third-party with whom it has an affiliated business arrangement, for settlement services, RESPA requires a disclosure to the customer of the affiliation to the service provider. For most home loans, the time of application (loan estimate) and time of loan closing disclosure requirements for RESPA and TILA have been combined into integrated disclosures under the TILA-RESPA Integrated Disclosure rule.
Equal Credit Opportunity Act.    The federal ECOA prohibits creditors from discriminating against credit applicants on the basis of race, color, sex, age, religion, national origin, marital status, the fact that all or part of the applicant’s income derives from any public assistance program or the fact that the applicant has in good faith exercised any right under the federal Consumer Credit Protection Act or any applicable state law. Regulation B, which implements ECOA, restricts creditors from requesting certain types of information from loan applicants and from using advertising or making statements that would discourage on a prohibited basis a reasonable person from making or pursuing an application. ECOA also requires creditors to provide consumers and certain small businesses with timely responses to applications for credit, including notices of adverse action taken on credit applications.
Fair Housing Act.    The federal FHA applies to credit related to housing and prohibits discrimination on the basis of race or color, national origin, religion, sex, familial status and handicap. The FHA prohibits discrimination in advertising regarding the sale or rental of a dwelling, which includes mortgage credit discrimination. The FHA may place restrictions on a creditor’s targeted marketing strategies, due to the risk that such strategies may increase a creditor’s fair lending risk.
Home Mortgage Disclosure Act.    The federal HMDA requires lenders to collect, report and disclose certain information about their mortgage lending activity to the CFPB. Much of the data reported pursuant to HMDA is made public and can be used by regulators and third parties to ascertain information about our mortgage lending activity. Regulators and litigants may use the data to make inferences about our compliance with ECOA, FHA and similar anti-discrimination laws. Effective in 2018, the CFPB issued a final rule which greatly expanded the amount of data that mortgage lenders are required to collect and report under HMDA.
Secure and Fair Enforcement for Mortgage Licensing Act.    We employ and contract with mortgage loan originators who are required by state and federal law to be licensed as mortgage loan originators in the relevant jurisdictions where they operate. To obtain and maintain licensure, the mortgage loan originator must meet the minimum education, experience and character requirements set forth by the relevant state’s law, and periodically renew their licenses. We may not be permitted to employ, take applications from, or originate loans processed by mortgage loan originators who fail to maintain a license in good standing in each relevant jurisdiction.
Fair Credit Reporting Act.    The federal FCRA, as amended by the Fair and Accurate Credit Transactions Act, promotes the accuracy, fairness and privacy of information in the files of consumer reporting agencies. FCRA requires a permissible purpose to obtain a consumer credit report and requires persons that furnish loan payment information to credit

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bureaus to report such information accurately. We are also required to perform a reasonable investigation in the event we receive indirect disputes from the credit bureaus about the accuracy of our credit reporting for a particular consumer and to update any inaccurate information we discover. FCRA also imposes disclosure requirements on creditors who take adverse action on credit applications based on information contained in a consumer report or received from a third party and requires creditors who use consumer reports in establishing loan terms to provide risk-based pricing or credit score notices to affected consumers. FCRA also imposes rules and disclosure requirements on creditors’ use of consumer reports for marketing purposes, which impacts our ability to use consumer reports and prescreened lists to market consumer loans through direct mail and other means.
Fair Debt Collection Practices Act.    The federal FDCPA provides guidelines and limitations on the conduct of third-party debt collectors in connection with the collection of consumer debts. The FDCPA limits certain communications with third parties, imposes notice and debt validation requirements, and prohibits threatening, harassing or abusive conduct in the course of debt collection. While the FDCPA applies to third-party debt collectors, and not original creditors, debt collection and loan servicing laws of certain states impose similar requirements on creditors who collect their own debts or contract with third parties to collect their debts. In addition, the CFPB prohibits UDAAP in debt collection, including first-party debt collection. The CFPB’s Regulation F, which implements the FDCPA, addresses communications in connection with debt collection, interprets and applies prohibitions on harassment or abuse, false or misleading representations, and unfair practices in debt collection, and clarifies requirements for certain consumer-facing debt collection disclosures.
Servicemembers Civil Relief Act.    The federal SCRA allows military members to suspend, limit or postpone certain civil obligations so that the military member can devote his or her full attention to military duties. The SCRA requires us to adjust the interest rate on pre-service obligations of borrowers who qualify for and request relief. The SCRA also places limitations on remedies that may otherwise be available to a creditor, such as foreclosures and default judgments.
Military Lending Act.    The MLA restricts, among other things, the interest rate and other terms that can be offered to active military personnel and their dependents. The MLA caps the interest rate that may be offered to a covered borrower for most types of consumer credit to a 36% military annual percentage rate, or “MAPR”, which includes certain fees such as application fees, participation fees and fees for add-on products. The MLA also requires certain disclosures and prohibits certain terms, such as mandatory arbitration if a dispute arises concerning the consumer credit product.
Expedited Funds Availability Act. The EFAA and Regulation CC, which implements it, requires us to provide consumers with a schedule of when the funds from deposits they make will become available for use. It requires us to make funds available for consumers no later than on the schedule mandated by Regulation CC, imposes prescriptive rules about our ability to place a hold on a deposit to specific circumstances, for example when we need to research potential fraud, and requires us to provide notice to depositors when a hold is placed.
Truth in Savings Act. The TISA and Regulation DD, which implements it, require us to provide consumers with certain uniform disclosures to enable consumers to make informed decisions about our deposit offerings and to aid in comparison shopping by informing consumers about the fees, annual percentage yield, interest rate, and other terms for our deposit accounts and related transaction and overdraft features. TISA also regulates the payment of interest, calculating the balance on interest paid, calculating the annual-percentage yield, overdraft features, changes in terms on deposit accounts, and the advertising of deposit accounts and promotional offers.
Electronic Fund Transfer Act and NACHA Rules.    The federal EFTA, and Regulation E that implements it, provide guidelines and restrictions on the provision of electronic fund transfer services to consumers, and on making an electronic transfer of funds from consumers’ bank accounts. Among other requirements, the EFTA and Regulation E require that financial institutions and providers of electronic fund transfer services limit a consumer’s liability for, and reimburse consumers for, confirmed theft and unauthorized transactions, and impose requirements on remittance transfer, P2P transfer, and overdraft features. In addition, transfers performed by electronic transfers using the ACH network are subject to detailed timing and notification rules and guidelines administered by the NACHA. Most transfers of funds in connection with the origination and repayment of loans are performed by electronic fund transfers, such as ACH transfers. We obtain necessary electronic authorization from borrowers and investors for such transfers in compliance with such rules. EFTA requires that lenders make available loan payment methods other than automatic preauthorized electronic fund transfers, and prohibits lenders from conditioning the approval of a loan transaction on the borrower’s agreement to repay the loan through automatic fund transfers. The NACHA Operating Rules require ACH Originators to perform account validation as part of their commercially reasonable fraudulent transaction detection systems.
Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act.    The federal ESIGN, and similar state laws, particularly the UETA, authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or

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signatures in consumer transactions and to provide electronic disclosures and other electronic communications to consumers, to obtain the consumer’s consent to receive information electronically.
Bank Secrecy Act .   We have implemented various anti-money laundering policies and procedures to comply with applicable federal anti-money laundering laws, regulations and requirements, such as designating a BSA officer, conducting an annual risk assessment, developing internal controls, independent testing, training, and suspicious activity monitoring and reporting. We apply the customer identification and verification program rules pursuant to the USA PATRIOT Act amendments to the BSA and its implementing regulations and screen certain customer information against the list of specially designated nationals and other lists of sanctioned countries, persons, and entities maintained by the U.S. Treasury Department’s OFAC. Additionally, SoFi Bank is a financial institution under the BSA that is required to implement a risk-based anti-money laundering program, including customer identification procedures, currency transaction reporting, suspicious activity monitoring and reporting and other recordkeeping requirements. Furthermore, the Federal Reserve expects non-bank subsidiaries of bank holding companies to comply with certain BSA reporting requirements. In addition, our contracts with financial institution partners and other third parties may contractually require us to maintain an anti-money laundering program.
Office of Foreign Assets Control.    The U.S. has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. These sanctions, which are administered by OFAC, take many different forms. Generally, however, they contain one or more of the following elements: (i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on “U.S. persons” engaging in financial or other transactions relating to a sanctioned country or with certain designated persons and entities; (ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons); and (iii) restrictions on transactions with or involving certain persons or entities. Blocked assets (for example, property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences for the Company.
Loan Servicing.    We are subject to federal laws regulating loan servicing, including CFPB supervision and regulation, in connection with our loan servicing activities conducted by SoFi Bank and SoFi Lending Corp. In addition, for so long as SoFi Lending Corp. acts as servicer or holds master servicing rights for any of our loans, we are subject to certain state requirements applicable to loan servicers, including licensing. We are subject to such federal supervision and state requirements even in scenarios where we have engaged third-party servicers to perform servicing for our loans. Certain state laws, such as the California Rosenthal Act, apply to creditors and first party servicers, and certain federal and state laws apply to parties that indirectly service loans through the use of third-party servicer contracts. Additionally, we sell certain of the loans we originate to third parties and are therefore subject to laws governing parties that service loans on behalf of another person to whom the debt is owed. We are currently licensed as a loan servicer in several states and may be required to seek additional licenses. If we seek additional licenses, a state has in the past and may in the future impose fines, restrict our activity in that state, or seek other relief for activity conducted prior to the issuance of a license.
Other State Lending Laws.    In addition to the state laws applicable to loan servicing to which SoFi Lending Corp. is subject as a holder of servicing rights for certain of our loans, and in addition to applicable federal laws and regulations governing our operations, one or more of our subsidiaries may need, and have obtained, one or more state licenses to broker, acquire, service and/or enforce loans, or to transmit money to or from any particular state. Where we have obtained or may in the future obtain licenses, state licensing statutes may impose a variety of requirements and restrictions on us, including:
• record-keeping requirements;
• restrictions on servicing and collection practices, including limits on finance charges and fees;
• restrictions on collections;
• restrictions on permissible terms in consumer agreements;
• disclosure requirements;
• examination requirements;
• surety bond and minimum net worth requirements;
• permissible investment requirements;
• financial reporting requirements;
• reporting and license renewal requirements;

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• notification and approval requirements for changes in principal officers, directors, stock ownership or corporate control;
• restrictions on marketing and advertising;
• qualified individual requirements;
• anti-money laundering and compliance program requirements;
• data security and privacy requirements; and
• review requirements for loan forms and other customer-facing documents.
Each state’s laws, regulations and licensing requirements may differ from the laws, regulations and licensing requirements of other states, and state laws often include fee limitations and disclosure and other requirements. Many of these state lending laws are vague and subject to differing interpretation, which exposes us to some risks. The number and complexity of these laws, and vagaries in their interpretations, present compliance and litigation risks from inadvertent error and omissions which we may not be able to eliminate from our operations or activities. The laws, regulations and rules described above are subject to legislative, administrative and judicial interpretation, and some of these laws and regulations have been infrequently interpreted or only recently enacted. Infrequent interpretations of these laws and regulations or an insignificant number of interpretations of recently-enacted laws and regulations can result in ambiguity with respect to permitted conduct under these laws and regulations. Any ambiguity under the laws and regulations to which we are subject may lead to regulatory investigations or enforcement actions and private causes of action, such as class-action lawsuits, with respect to our compliance with applicable laws and regulations.
These statutes may also subject us to the supervisory and examination authority of state regulators in certain cases, and we have experienced, are currently and will likely continue to be subject to and experience exams by state regulators. These examinations have and may continue to result in findings or recommendations that require us to modify our internal controls and/or business practices. If we are found to have engaged in activities that require a state license without having the requisite license, the licensing authority may impose fines, impose restrictions on our operations in the relevant state, or seek other remedies for activities conducted in the state.
Risk Retention Regulations.    Our balance sheet is impacted by the risk retention regulations adopted by the SEC that became effective for non-mortgage securitizations in 2016. These rules require issuers of asset-backed securities or persons who organize and initiate asset-backed securities transactions to retain a portion of the underlying assets’ credit risk.
Marketing Regulations.    Our marketing and other business practices are subject to federal and state regulation and our expansion into new product offerings, including ETFs and, beginning in January 2024, alternative investment funds, mutual funds and money market funds, under the SoFi Invest product, subject us to additional regulatory scrutiny. For example, we and the FTC entered into the FTC Consent Order regarding savings calculations in our student loan refinancing advertisements. In addition, we are subject to the TCPA and other federal and state laws, which regulate, among other things: (i) the use of automated telephone dialing systems to make certain calls or text messages to cellphones without prior consent, and (ii) certain calls and text messages to numbers properly registered on the federal do not call list without permission or an established business relationship. We are also subject to the Federal CAN-SPAM Act and the Telemarketing Sales Rule, and analogous state laws, to the extent that we market credit or other products and services by use of email or telephone marketing.
Bankruptcy Laws.    We are subject to the United States Bankruptcy Code, which limits the extent to which creditors may seek to enforce debts against parties who have filed for bankruptcy protection. In particular, SoFi Bank’s consumer lending activities are subject to federal and state bankruptcy and insolvency laws, which may affect the enforceability and collectability of consumer loan obligations. In the event of a borrower bankruptcy, SoFi Bank may be subject to automatic stays, court-approved repayment plans, or discharge of indebtedness, any of which could reduce or delay recoveries on consumer loans.
Federal and State Securities Laws .   We offer the securities issued in our sponsored securitizations only to, or for the account or benefit of, “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A and to “non-U.S. persons” outside of the United States in reliance on Regulation S under the Securities Act. The securities issued in the securitizations that we sponsor are not registered under the Securities Act or registered or qualified under any state securities laws. We do not offer securitized products to retail investors. We receive opinions from legal counsel for each securitization confirming that the relevant issuing entity is not required to register under the Investment Company Act in reliance on the exclusion available under Rule 3a-7 of the Investment Company Act, although other exemptions or exceptions may also be available.
SoFi Invest and SoFi Money.    SoFi Invest is the brand name under which investment and brokerage services are offered through SoFi Wealth, an SEC-registered investment adviser (the “Investment Adviser”) under the Investment Advisers

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Act of 1940, as amended (the “Advisers Act”) and SoFi Securities, an SEC-registered broker-dealer under the Exchange Act and FINRA member. We offer investment advisory services through the Investment Adviser, and we offer cash management accounts, which are brokerage products, through SoFi Securities.
The Investment Adviser is subject to the anti-fraud provisions of the Advisers Act and to fiduciary duties derived from these provisions, which apply to its customer’s advisory relationships, including, where applicable, any investment products or accounts for which it provides discretionary advisory services. These provisions and duties impose restrictions and obligations on the Investment Adviser with respect to its dealings with our members, including, for example, restrictions on transactions with our affiliates.
Our Investment Adviser and our broker-dealer have in the past been, and will in the future be, subject to periodic SEC examinations. Our Investment Adviser and our broker-dealer are also subject to other requirements under the Advisers Act and the Exchange Act, respectively, and related regulations. These additional requirements relate to matters including maintaining effective and comprehensive compliance programs, record-keeping and reporting and disclosure requirements. The Advisers Act and the Exchange Act generally grant the SEC broad administrative powers, including the power to limit or restrict an investment adviser or broker-dealer from conducting advisory or brokerage activities, respectively, in the event they fail to comply with federal securities laws. Additional sanctions that may be imposed for failure to comply with applicable requirements include the prohibition of individuals from associating with an investment adviser or broker-dealer, the revocation of registrations and other censures and fines. Even if an investigation or proceeding did not result in a sanction or the sanction imposed against us or our personnel by a regulator was small in monetary amount, the adverse publicity relating to the investigation, proceeding or imposition of these sanctions could harm our reputation and cause us to lose existing members or fail to gain new members.
SoFi Securities is subject to Rule 15c3-1 under the Exchange Act, the “SEC Net Capital Rule”, which requires the maintenance of minimum levels of net capital. The SEC Net Capital Rule is designed to protect customers, counterparties, and creditors by requiring a broker-dealer to have sufficient liquid resources available to satisfy its financial obligations. Net capital is a measure of a broker-dealer’s readily available liquid assets, reduced by its total liabilities (other than approved subordinated debt). Among other things, the SEC Net Capital Rule requires that a broker-dealer provide notice to the SEC and FINRA if its net capital is below certain required levels. There are also certain “early warning” requirements that apply. Our affiliates operating outside the United States may also be subject to other regulatory capital requirements imposed by non-U.S. regulatory authorities.
SoFi Securities is a broker-dealer that does not carry customer security accounts; rather, customer security accounts are carried by an unaffiliated broker-dealer that also clears transactions for these accounts and maintains segregated cash and investments pursuant to Rule 15c3-3 under the Exchange Act (the “Customer Protection Rule”).SoFi Securities operates a cash management account program and, in connection with that program, is subject to the Customer Protection Rule, which requires the maintenance of cash or qualified securities in a segregated reserve account for the exclusive benefit of customers.
FINRA has adopted extensive regulatory requirements relating to sales practices, registration of personnel, compliance and supervision, and compensation and disclosure, to which SoFi Securities and its personnel are subject. FINRA and the SEC also have the authority to conduct periodic examinations of SoFi Securities, and may also conduct administrative proceedings, and have the authority to levy fines and other penalties on SoFi Securities.
SoFi Securities is (i) registered with the MSRB and subject to the MSRB’s regulatory regime, including applicable MSRB rules, and (ii) a Participant of DTC and is, therefore, subject to DTC’s regulatory regime, including applicable DTC rules and bylaws. Moreover, through SoFi Securities, we are licensed to underwrite securities offerings and have served as a firm commitment underwriter of, or as selling agent on, registered equity securities offerings.
SoFi Crypto. The current regulatory framework for digital assets activities is unclear and governments around the world have taken different approaches to regulation. In some jurisdictions, such as the U.S., digital assets are subject to overlapping, uncertain and evolving regulatory requirements. For example, the U.S. Executive Branch, Congress and a number of U.S. federal and state agencies, including FinCEN, CFTC, the SEC, FINRA, CFPB, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS and state financial regulators, have been examining the operations of digital asset networks, digital asset users and digital asset service providers, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and consumer-protection practices of entities that hold, transfer, or facilitate transactions in digital assets. Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to consumers and market participants. In addition, federal and state agencies, and other countries have issued laws, regulations, rules and guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assets.

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We have made available to members the ability to buy, hold, sell and trade certain digital assets, including Bitcoin, Ethereum and Solana, through SoFi Bank. Digital assets held by SoFi Bank as a non-fiduciary safekeeping custodian are not insured by the FDIC or the Securities Investor Protection Corporation, are not deposit or other obligations of SoFi Bank or any other bank or depository institution, are not guaranteed by SoFi Bank or any other bank or depository institution, and may lose value. The OCC regulates national banks’ participation in crypto-asset activities under the existing federal banking framework, requiring that such activities be conducted in a safe and sound manner and in compliance with applicable laws. The OCC has clarified through interpretive guidance that national banks may engage in certain crypto-related activities, such as custody of digital assets in either a fiduciary or non-fiduciary capacity, perform certain incidental or related functions, including facilitating a customer’s cryptocurrency and fiat currency exchange transactions, transaction settlement, trade execution, record keeping, valuation, tax services, reporting, and other services. The OCC has advised that banks should implement effective internal controls to safeguard assets under custody, produce reliable financial reports, and comply with applicable laws and regulations, including anti-money laundering, sanctions, and consumer protection requirements. These activities remain subject to supervisory expectations, ongoing examination, and applicable capital, liquidity, and third-party risk management standards. The OCC’s approach does not establish a separate crypto-specific regulatory regime, but instead applies traditional banking supervision principles to crypto-asset activities, reflecting heightened supervisory scrutiny given the evolving risks associated with digital assets.
The laws and regulations governing digital assets are rapidly evolving and increasing in scope. We are monitoring legislative and administrative updates, including Executive Orders that may affect the digital assets industry, to promptly implement any compliance measures as may be necessary to support the SoFi Crypto business. As a result of regulatory uncertainties, we may be required to change our business practices, obtain additional licenses or registrations, restructure certain activities, products or services, or suspend or discontinue support for particular digital assets or features, any of which could harm our reputation, reduce revenue, increase compliance costs, or otherwise have a material adverse effect on our business, financial condition and results of operations.
SoFiUSD Stablecoin. SoFi Bank launched a stablecoin named SoFiUSD (“SoFiUSD”) in December 2025. In July 2025, the U.S. enacted the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (the “GENIUS Act”), which is the first comprehensive regulatory framework for stablecoins in the U.S. The GENIUS Act requires regulators, including the OCC, to issue regulations to implement various requirements of the law, and will become effective on the earlier of January 18, 2027 or 120 days after the primary federal payment stablecoin regulators issue final implementing regulations. The GENIUS Act provides for the first comprehensive federal regulatory scheme related to payment stablecoins in the United States and is intended to provide increased certainty for market participants and accelerate institutional adoption. For example, the GENIUS Act amends the U.S. federal securities laws to exclude payment stablecoins issued by a “permitted payment stablecoin issuer”, as defined under the GENIUS Act (a “Permitted Issuer”) from the definition of “security”.
The GENIUS Act prohibits any person from issuing a payment stablecoin in the United States unless the person is a Permitted Issuer or a foreign payment stablecoin issuer in a jurisdiction that has been found to have a regulatory and supervisory framework “comparable” to the framework established under the GENIUS Act and that meets certain other requirements. Depending on a number of factors and determinations, a Permitted Issuer may be primarily regulated at the federal or state level. The GENIUS Act also contains certain prohibitions on digital asset service providers offering or selling unlawful stablecoins beginning on July 18, 2028.
Insured depository institutions such as SoFi Bank are not permitted to be Permitted Issuers under the GENIUS Act. However, among other types of entities that may become Permitted Issuers, a subsidiary of an insured depository institution that meets certain requirements may become a Permitted Issuer with the approval of the appropriate federal banking agency with respect to the parent insured depository institution, which is the OCC in the case of SoFi Bank. The GENIUS Act permits the primary federal payment stablecoin regulators to waive the application of certain requirements of GENIUS Act for a period not to exceed 12 months beginning on the effective date of the GENIUS Act, with respect to a subsidiary of an insured depository institution, if the insured depository institution has an application pending on the effective date of the GENIUS Act for the subsidiary to become a Permitted Issuer. SoFi Bank expects to request approval of the OCC to form a subsidiary that will become a Permitted Issuer with respect to SoFiUSD.
The GENIUS Act establishes certain prudential standards applicable to Permitted Issuers. Among other requirements, the GENIUS Act prohibits Permitted Issuers from paying interest or yield solely in connection with the holding, use, or retention of a payment stablecoin of the Permitted Issuer, requires Permitted Issuers to maintain reserves fully backing payment stablecoin obligations, limits the assets permissible for payment stablecoin issuers to hold as reserves and generally requires that reserve assets be maintained free from encumbrances, establishes capital, liquidity and risk management requirements for Permitted Issuers, treats Permitted Issuers as financial institutions required to implement an effective anti-money laundering

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program under the BSA, as amended by the USA PATRIOT Act, limits the permissible activities of Permitted Issuers, and specifies certain periodic disclosure requirements.
As noted above, the laws and regulations governing digital assets, including stablecoin, are rapidly evolving and increasing in scope. We are monitoring legislative and administrative updates, including Executive Orders that may affect the stablecoin industry, to promptly implement any compliance measures as may be necessary to support the use of SoFiUSD. As a result of regulatory uncertainties, we may be required to change our business practices, obtain additional licenses or registrations, restructure certain activities, products or services, or discontinue or modify SoFiUSD or related features, any of which could harm our reputation, reduce revenue, increase compliance costs, or otherwise have a material adverse effect on our business, financial condition and results of operations.
SoFi Protect. SoFi operates SoFi Insurance Agency, LLC (“SoFi Insurance”), which in some cases offers products using the brand name “SoFi Protect.” SoFi Insurance maintains agency agreements with insurance carriers and marketing agreements that enable SoFi Insurance to offer members access to multiple insurance products and services, which today include life insurance, automobile insurance, homeowners insurance, renters insurance and “cyber” insurance. We may add new products from time to time. All such insurance products are offered by insurance carriers, not SoFi Insurance. SoFi Insurance Agency, LLC is subject to certain state insurance statutes and regulations.
Privacy and Consumer Information Security
In the ordinary course of our business, we access, collect, store, use, transmit and otherwise process certain types of data, including personal information, which subjects us to certain federal, state and foreign privacy and information security laws, rules, industry standards and regulations designed to regulate consumer information and data privacy, security and protection, and mitigate identity theft. These laws impose obligations with respect to the collection, processing, storage, disposal, use, transfer, retention and disclosure of personal information, and, with limited exceptions, give consumers the right to prevent use of their personal information and disclosure of it to third parties. The GLBA requires us to disclose certain information sharing practices to consumers, and any subsequent changes to such practices, and provide an opportunity for consumers to opt out of certain sharing of their non-public personal information. This may limit our ability to share personal information with third parties for certain purposes, such as marketing. In addition, the CFPB is expected to issue a new rule regulating the disclosure of consumer information, which may limit our ability to receive or use personal information and other consumer information and records supplied by third parties, or share information with third parties. Further, all 50 states and the District of Columbia have adopted data breach notification laws that impose, in varying degrees, an obligation to notify affected individuals and government authorities in the event of a data or security breach or compromise, including when a consumer’s personal information has or may have been accessed by an unauthorized person. These laws may also require us to notify relevant law enforcement, regulators or consumer reporting agencies in the event of a data breach. Some laws may also impose physical and electronic security requirements regarding the safeguarding of personal information.
On January 1, 2020, the CCPA took effect, directly impacting our California business operations and indirectly impacting our operations nationwide. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal information. While personal information that we process that is subject to the GLBA is exempt from the CCPA, the CCPA regulates other personal information that we collect and process in connection with the business. Effective January 1, 2023, an amendment to CCPA imposed additional obligations on companies covered by the legislation, including by expanding consumers’ rights with respect to certain sensitive personal information. The amended CCPA also created a new state agency that is vested with authority to implement and enforce the CCPA.
In 2025, the CCPA regulations were amended. Effective January 1, 2026, the amended regulations introduce new requirements for periodic risk assessments and mandatory cybersecurity audits for large organizations. In addition, they impose strict obligations on businesses that use automated decision-making technology (ADMT), including for AI-based profiling.
In addition to California, several other states have passed comprehensive privacy laws similar to the CCPA. Certain of these laws are in force and others will enter in effect in the coming years. Like the CCPA, these laws create obligations related to the processing of personal information, as well as special obligations for the processing of “sensitive” data. Some of the provisions of these laws may apply to our business activities. There are also states that are strongly considering comprehensive privacy laws and it is anticipated that other states will be considering these laws in the future. Further, Congress has also been debating passing a federal privacy law. In addition, other states have proposed and/or passed legislation that regulates the privacy and/or security of certain specific types of information. For example, a small number of states have passed laws that regulate biometric data specifically and Washington has passed a law that governs health data, with “health data” defined broadly. These various privacy and security laws may impact our business activities, including our identification of research subjects, relationships with business partners and ultimately the marketing and distribution of our products.

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The existence of comprehensive privacy laws in different U.S. states would make our compliance obligations more complex and costly and may increase the likelihood that we may be subject to enforcement actions, civil litigation or otherwise incur liability for noncompliance.
Our broker-dealer and investment adviser is subject to SEC Regulation S-P, which requires that these businesses maintain policies and procedures addressing the protection of customer information and records. This includes protecting against any anticipated threats or hazards to the security or integrity of customer records and information and against unauthorized access to or use of customer records or information. Regulation S-P also requires these businesses to provide initial and annual privacy notices to customers describing information sharing policies and informing customers of their rights.
On October 22, 2024, the CFPB finalized a new regulation, implementing personal financial data rights established by the Dodd-Frank Act. The rule will require us to make consumers’ data available upon request to consumers and authorized third parties in a secure, reliable manner. It also requires us to implement privacy protections if we seek consumer financial data from another financial institution, as an authorized third party of a consumer. The CFPB is expected to release a Notice of Proposed Rulemaking (NPRM) in the first quarter of 2026. The rule’s original compliance deadlines are currently stayed as part of ongoing litigation, and are not being enforced while CFPB reconsiders the rule.

Intellectual Property

We seek to protect our intellectual property by relying on a combination of federal, state and common law in the United States, the laws of foreign countries, as applicable, including Switzerland, as well as on contractual measures. We use a variety of measures, such as trademarks, trade secrets and patents, to protect our intellectual property. We also place appropriate restrictions on our proprietary information to control access and prevent unauthorized disclosures, a key part of our broader risk management strategy.
We have registered several trademarks, including but not limited to: (i) related to our name, “SoFi”, (ii) SoFi’s logo, (iii) our company motto “Get Your Money Right”, and (iv) certain SoFi products, such as “SoFi Money” and “SoFi Invest”. We believe our name, logo, motto and products are important brand identifiers for our members and enterprise partners. In addition, our Technology Platform has been granted several patents.

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Our Culture and Human Capital Resources

Building a durable culture is and will continue to be a key determinant in our ability to help our members get their money right and ultimately to achieve our mission. Creating great culture is a journey, not a destination. We challenge our employees to integrate each distinct SoFi value enumerated below into their work.

These core values are at the center of how we serve our members, build our company, and work together, as they form the foundation of the SoFi Way—our shared commitment to acting as founders, problem solvers, and partners. At SoFi, we believe our long-term growth and success depend on our ability to attract, develop and retain a high-performing workforce. We believe supporting, developing and inspiring our employees will ultimately unlock the potential of the organization, drive excellence across the business and solidify SoFi as a top career destination where people love to work. We are committed to equal employment opportunity and to making employment decisions based on job-related criteria.
Employees
As of December 31, 2025, we employed approximately 6,100 employees, of which approximately 82% were located in the United States and 18% were located internationally. None of our U.S. based employees are currently represented by a labor union or have terms of employment that are subject to a collective bargaining agreement, and we have not historically experienced any work stoppages.
Attracting and Retaining Employees
The goal of SoFi recruitment efforts is to attract and hire talented individuals in all roles and at all career levels. We strive to provide both external candidates and internal employees who are seeking a different role with challenging and stimulating career opportunities. These opportunities range from internship programs for students to entry-level, management and executive careers. Attracting talent from all backgrounds and perspectives is important to us, and aligns with one of our core values. We believe in fostering a strong sense of inclusion and belonging for all employees with a lens on representation. Our culture unlocks collaboration, accelerates creativity, and ultimately enables us to accomplish our mission of helping millions of people achieve financial independence.
Learning and Employee Development
We believe strongly in investing in our employees throughout the employee life cycle. Great care is taken to onboard new hires and set them up for success, both in terms of a broad understanding of SoFi’s mission, values, strategic points of

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differentiation and products, as well as role-specific learning. To this end, throughout the year we offer ongoing learnings including regular company-level “All Hands” meetings and periodic programming on a diverse range of business topics. To enable continuous learning, we have deployed an enterprise learning management system, which includes access to LinkedIn Learning for continuous professional development.
We also offer ongoing learning opportunities for people managers to ensure they are well-equipped to support and develop their teams. This includes periodic training on our core processes such as performance management, compensation planning and internal mobility, and “always on” content deployed through Manager Central, a centralized hub of resources for people managers.
We use employee feedback to inform the ongoing development of our employee programs directly. In addition to administering a semi-annual survey to gather input from our global workforce, we also conducted specific surveys to gather direct employee feedback on specific topics.
Compensation and Employee Benefits
Our compensation programs are designed to attract, retain and motivate talented, profoundly qualified and committed individuals who believe in our mission, while rewarding employees for long-term value creation. We have a pay-for-performance culture in which employee compensation is aligned to Company performance, as well as individual contributions and impact. Our long-term incentive program aligns employee compensation to the long-term interests of our shareholders, while encouraging them to think and act like owners. As we continue to evolve our programs and practices, we strive for a fair, competitive, transparent, equitable, and well governed approach in recognizing and rewarding our employees. We also have an Employee Stock Purchase Plan (ESPP) pursuant to which employees have the right to purchase shares of the Company’s common stock at a discount.
Additionally, our employees’ and their families health and wellness are integral to SoFi’s success. We have a comprehensive benefits program to support the physical, mental and financial well-being of our employees. For our U.S. based workforce we have one core medical plan in which SoFi pays approximately 95% of the monthly premium and additional medical plans with subsidized premiums. In addition to core medical, we offer fertility and parental benefits to help employees who are looking to grow their family, including a reimbursement solution for eligible family building expenses, a paid parental leave benefit, as well as a partially subsidized back-up family care benefit. To support the mental health of our employees, we offer a benefit that allows them to meet with coaches and clinical care providers at no cost. Our tuition reimbursement and student loan repayment programs in the U.S. provide financial support to our employees, allowing them to advance their education and pay off existing student loan debt. Beginning in 2026, we also began offering matching contributions for eligible participants of our Section 401(k) retirement savings plan.
Our benefits packages also include, among other things, basic life insurance and supplemental life insurance, short-term and long-term disability insurance, and competitive paid time off. Additionally, our program SoFi Gives is a benefit that provides eligible employees with paid time off to engage in volunteer opportunities within their communities.

Environmental, Social, and Corporate Governance

Sustainable business practices are embedded into our day-to-day operations, as we continue to make critical investments in our team and infrastructure to be further able to scale and support new avenues of growth. We believe this not only aligns with our top company priority of making our culture better every second of every day, but also improves our profitability and supports long-term value creation for our shareholders.
In 2025, we published our third comprehensive ESG report which shares how our company priorities, core values, mission and commitments to the communities we serve shape how we do business, support our employees, and create a meaningful and lasting impact for our members and customers. This report covers a broad set of ESG-related efforts which have been key to informing our approach, including our people programs, product development processes, community investments and social impact, environmental footprint, corporate governance strategies, risk management operations, public policy initiatives and more. In addition, we have an ESG Committee comprised of key management stakeholders who are tasked with tracking our progress within our ESG initiatives using real world, data-based metrics, as well as devising and executing strategies to create an even greater impact.
This and any other ESG-related reports and information included on our investor relations website are not incorporated by reference into, and do not form any part of, this Annual Report on Form 10-K.

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Additional Information

Additional information about SoFi is available on our corporate website at https://www.sofi.com, as well as SoFi’s Investor Relations website at https://investors.sofi.com.
We use our website to distribute company information, including financial and other material information. We make available free of charge, on or through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, beneficial ownership reports on Forms 3 and 4, as well as other filings and any amendments to these documents, as soon as reasonably practicable following the time they are electronically filed with or furnished to the SEC. These reports can also be found on the SEC’s website at www.sec.gov.
The content of any websites referred to in this report is not incorporated by reference into this report or any other report filed with or furnished to the SEC.

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Item 1A. Risk Factors
In evaluating our company and our business, y ou should carefully consider the risks and uncertainties described below, together with the other information in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations or future prospects, in which case the market price of our common stock could decline, and you could lose part or all of your investment. Unless otherwise indicated, references in this section and elsewhere in this Annual Report on Form 10-K to our business being adversely affected, negatively impacted or harmed will include an adverse effect on, or a negative impact or harm to, our business, reputation, financial condition, results of operations, revenue or our future prospects. The material and other risks and uncertainties summarized in this Annual Report on Form 10-K and described below are not intended to be exhaustive and are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business. This Annual Report on Form 10-K also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See the section titled “Cautionary Statement Regarding Forward-Looking Statements”.

Summary Risk Factors

Our business is subject to numerous risks and uncertainties, which illuminate challenges that we face in connection with the successful implementation of our strategy and the growth of our business. Our business, prospects, financial condition or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. These risks are discussed more fully below and include, but are not limited to:
Business, Financial and Operational Risks
• our ability to successfully identify and address the risks and uncertainties we face, particularly with respect to certain rapidly evolving industries, including digital asset and blockchain innovations, and with respect to continued expansion abroad;
• demands on our resources, intense and increasing competition, and the success of our business model;
• 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;
• loss of one or more significant purchasers of our loans or additional significant technology platform clients;
• adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties;
• uncertainty of macroeconomic conditions and the impact of macroeconomic factors, including changes in governmental policy, regulatory responses, applicable laws and regulations, fluctuating inflation and interest rates, delinquency rates on consumer debt, changes in consumer discretionary spending and economic uncertainty;
• failure of third-party service providers or systems on which we rely or, in the event we move certain services or systems in-house, our ability to successfully perform those services or implement and operate those systems;
• cyberattacks and other security breaches that may harm our brand and reputation and the expense of which may stress our resources;
Risks Related to Market and Interest Rates
• cost and availability of funding in the capital markets and fluctuations in interest rates could impact our ability to operate our business;
• higher than expected payment rates of loans have in the past and could in the future negatively impact our returns as the holder of the residual interests in securitization trusts;
• decreased demand for certain lending products due to changes in interest rates, such as student loans and home loans, could negatively impact our results of operations;
• an inability to maintain a competitive annual percentage yield on deposits could cause members to transfer checking and savings account balances to our competitors;

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Risks Related to Strategic and New Products
• potential and past acquisitions that require significant attention could disrupt our business and adversely affect our financials;
• we may fail to innovate or respond to evolving technological or other changes;
• we may experience an increase in fraudulent activity, particularly in connection with our personal loans product, credit card and SoFi Money;
• inability to increase fee-based, capital-light revenue sources and continue to expand our Loan Platform Business;
• we are subject to increased business, economic and regulatory risks from continued expansion abroad, given our brokerage and investment advisory activity, or related to services provided by our technology platform;
Credit Market Related Risks
• we could be adversely impacted by worsening economic conditions, including general economic uncertainty, fluctuating inflation and interest rates, market volatility, the cyclical nature of our industry, and our ability to maintain expected levels of liquidity;
• our inability to make accurate credit and pricing decisions or effectively forecast our loss rates;
• the discharge of qualified student loans in bankruptcy in certain circumstances;
• the failure of our third-party service providers to perform functions related to the origination and servicing of loans;
• financial issues or liquidity issues experienced by our technology platform clients could result in termination of, or inability to pay for, the services we provide;
Risks Related to Funding and Liquidity
• our ability to retain, increase or secure new or alternative financing, including through deposits, to finance our business and the receivables that we originate or other assets that we hold;
• termination of one or more of our warehouse facilities;
• our ability to sell the loans we originate to third parties;
• increases in member loan default rates or the possibility of being required to repurchase loans or indemnify the purchasers of our loans;
Regulatory, Tax and Other Legal Risks
• our exposure to evolving laws, rules, regulations and government enforcement policies, and potential enforcement actions, litigation, investigations, exams or inquiries or impairment of licenses;
• changes in business, economic or political conditions;
• failure to comply with laws and regulations, including related to banks and bank holding companies, consumer financial protection, anti-money laundering, anti-corruption or privacy, information security and data protection;
• increased regulatory scrutiny of the services provided by our technology platform;
• application of regulations and supervision under banking and securities laws and regulations;
• our ability to efficiently protect our intellectual property rights;
• failure to comply with open source licenses for open source software included in our or any of our subsidiaries’ platforms;
• the risk that we are, or any of our subsidiaries is, determined to have been subject to registration as an investment company under the Investment Company Act;
Personnel and Business Continuity Risks
• the loss of key management members or key employees, or an inability to hire key personnel;
• natural disasters, power outages, telecommunications failures, man-made problems and similar events;
• employee misconduct;
Risk Management and Financial Reporting Risks
• our ability to effectively mitigate risk exposure;
• our ability to establish and maintain proper and effective internal control over risk management processes and procedures and financial reporting;

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• adjustments to our key business metrics, including adjustments to the total number of members or products in the event a member is removed in accordance with our terms of service which may not be reflected in the current period;
• changes in accounting principles generally accepted in the United States;
• incorrect estimates or assumptions by management in connection with the preparation of our financial statements;
Information Technology and Data Risks
• breach or violation of law by a third party on which we depend;
• cyberattacks and other security breaches or disruptions of our systems or third-party systems on which we rely, including our cloud computing services arrangement, disruptions that may impact our ability to collect loan payments and maintain accurate accounts, or our ability to provide services to our technology platform clients;
• 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;
• technology challenges related to the collection, processing, use, storage and transmission of personal data;
• liabilities related to the data, models, and use of artificial intelligence (“AI”) in products or business processes;
Risks Related to Ownership of Our Securities
• volatility in the price of our common stock, changes in analyst ratings or expectations, and future dilution of our stockholders;
• possibility of securities litigation, which is expensive and time consuming; and
• failure to comply with Nasdaq continued listing standards.

Business, Financial and Operational Risks

We operate in rapidly evolving industries and have limited experience in parts of our Financial Services and Technology Platform segments, which may make it difficult for us to successfully identify and address the risks and uncertainties we face.
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 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.
In addition to the events above, we face numerous challenges to our success, including our ability to:
• increase or maintain the number, volume and types of, and add new features to, the loans we extend to our members as the market for loans evolves and as we face new and increasing competitive threats;
• successfully integrate our past and future acquisitions;
• increase the number of members utilizing our non-lending products, including our direct deposit feature, and maintain and build on the loyalty of existing members by increasing their use of new or additional products;
• continue to increase our fee-based revenue within our Loan Platform Business, including fees earned for originating loans on behalf of third-party partners and fees earned for referring loans to be originated by third party partners;
• successfully maintain and enhance our diversified funding strategy, including through deposits, securitization financing from consolidated and nonconsolidated VIEs, whole loan sales, and debt warehouse facilities;

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• further establish, diversify and refine our checking and savings, credit card, investment and brokerage offerings to meet evolving consumer needs and preferences, such as the introduction of products based on digital asset and blockchain innovations and the SoFi Smart Card;
• offer an attractive annual percentage yield on our deposits compared to our competitors and manage deposit costs;
• diversify our revenue streams across our products and services;
• favorably compete as a service provider with other companies and banks, including traditional and alternative technology-enabled lenders, financial service providers, broker-dealers, social media and other commerce platforms and applications that offer peer-to-peer, in-app and social commerce payment capabilities, and technology platform;
• continue to realize the benefits of operating a bank;
• 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, technology, including digital asset, blockchain and AI innovations, and other developments;
• successfully navigate the evolving regulatory environment for digital assets and blockchain technology;
• maintain or increase the effectiveness of our direct marketing and other sales and marketing efforts, and maintain our brand;
• successfully design, develop, integrate, operate and maintain technology systems at scale and with a high degree of reliability that support our member growth and product adoption;
• successfully navigate economic conditions and fluctuations in the credit markets, including fluctuating inflation and interest rates, and economic uncertainty;
• continue to add new clients and new products to existing clients in our technology platform as a service business;
• successfully identify financial issues or liquidity issues experienced by our technology platform clients that could result in termination of, or their inability to pay for, our technology platform services;
• successfully diversify our technology platform clients into new industry verticals and new geographies;
• successfully identify a slowdown or acceleration in the business growth of our technology platform clients to ensure aligned costs and capabilities;
• successfully navigate the evolving regulatory environment for a technology platform as a service provider;
• establish fraud prevention strategies that proactively identify threat vectors and mitigate losses;
• defend our platform from information security vulnerabilities, cyberattacks or malicious attacks;
• effectively manage the growth of our business;
• effectively manage our expenses;
• obtain debt or equity capital on attractive terms or at all;
• successfully continue to expand internationally;
• 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, the 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;
• maintain successful relationships with our governmental regulatory agencies and law enforcement authorities, as well as self-regulatory agencies; and
• anticipate and react to changes in an evolving regulatory and political environment.
We may not be able to successfully address the risks and uncertainties we face, which could negatively impact our business, financial condition, results of operations, cash flows and future prospects.
We have a history of losses and may experience net losses in the future and there is no assurance that our revenue and business model will be successful.
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

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for our business generally and achieve greater scale and generate increasing operating cash flows from our Financial Services 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 continued investments and costs could create further challenges to maintaining or increasing 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 ”.
We are continuously refining our revenue and business model, which is premised on creating a virtuous cycle for our members to engage with more products across our platform, a strategy we refer to as the Financial Services Productivity Loop, and, with respect to our Technology Platform segment, adoption by clients of additional platform as a service offerings. There is no assurance that our revenue and business model, or any changes to our revenue and business model to better position us with respect to our competitors, will be successful. Our efforts to continue to grow our business may be more costly than we expect, and we may not be able to maintain or increase our revenue sufficiently to offset our higher operating expenses. We may incur future losses and we may be unable to maintain profitability, for a number of reasons, including the risks described in this Annual Report on Form 10-K, unforeseen expenses, difficulties, complications and delays, differences between our assumptions and estimates and results, the effects of macroeconomic conditions and other unknown events.
We have experienced rapid growth in recent years, including through the addition of new products and lines of business and entry into new geographies, which may place significant demands on our operational, risk management, sales and marketing, technology, compliance, and finance and accounting resources.
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.
Our results of operations and future prospects depend on our ability to retain existing members and attract new members. We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed.
We operate in a rapidly changing and highly competitive industry, and our results of operations and future prospects depend on, among others:
• the continued growth and engagement of our member base;
• our ability to further monetize our member base, including through the use of additional products by our existing members;
• our ability to acquire members at a lower cost; and
• our ability to increase the overall value to us of each of our members while they remain on our platform (which we refer to as a member’s lifetime value).
We expect our competition to continue to increase, as there are no substantial barriers to entry to certain of the markets we serve. Certain 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

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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.
We currently compete at multiple levels with a variety of competitors, including:
• other personal loan, student loan refinancing, in-school student loan and home loan lenders, including other banks and other financial institutions, as well as credit card issuers, that can offer more competitive interest rates or terms;
• banks and other financial institutions, with respect to our checking and savings accounts;
• rewards credit cards provided by other financial institutions, with respect to our SoFi Credit Card;
• other brokerage firms, including online or mobile platforms, and other companies for our SoFi Invest accounts;
• other mortgage lenders, including fintech-focused lenders, and other companies for our home loans;
• social media and other commerce platforms and applications that offer peer-to-peer, in-app and social commerce payment capabilities;
• other digital asset and global remittance service providers for our SoFi Crypto and self-serve global remittance products;
• other technology platforms with respect to the enterprise services we provide, such as technology products and solutions via Galileo and Technisys;
• other content providers for subscribers to our financial services content, including content from alternative providers available to our subscribers through our Lantern service, which is a financial services aggregator providing marketplace lending products, and various enterprise partnerships; and
• other financial services firms offering employers a comprehensive platform for employees to build financial well-being through student loan and 529 educational plan contributions, educational tools, and financial resources, all of which we provide through SoFi At Work.
We believe that our ability to compete depends upon many factors both within and beyond our control, including, among others, the following:
• the size, diversity and lifetime value of our member base and technology platform clients;
• our ability to introduce successful new products and services, as well as new or improved technologies, or to iterate and innovate on existing products or services to satisfy evolving member and technology platform client preferences or to keep pace with market trends;
• our ability to diversify our revenue streams across our products and services, and cost effectively acquire new members and technology platform clients;
• the timing and market acceptance of our products and services, including developments and enhancements to those products and services, offered by us and our competitors;
• member and technology platform client service and support efforts;
• selling, marketing and promotional efforts;
• our ability to continue to expand the Loan Platform Business with existing and new loan origination partners;
• our ability to continue to increase our fee-based revenue and diversify our revenue base;
• our ability to compete on price, particularly with respect to SoFi Invest and the Technology Platform where demand for our products and services may be affected if we are unable to compete with other brokerages or technology-as-a-service providers on price;
• our ability to offer competitive interest rates on deposit accounts;

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• the ease of use, performance, price and reliability of solutions developed either by us or our competitors;
• our ability to attract and retain talent;
• changes in economic conditions, and regulatory and policy developments;
• our ability to successfully operate a national bank, grow deposits and realize the potential benefits to our members;
• our ability to successfully scale our products and services and execute on our Financial Services Productivity Loop strategy and our other business plans, including successfully integrating our acquisitions and diversifying our technology platform clients into new industry verticals and new geographies;
• general market conditions and their impact on our liquidity and ability to access funding;
• the impact of macroeconomic conditions, including changes in interest rates, stock market volatility, changes in consumer confidence, consumer discretionary spending, and any changes in loan default rates, and related developments on the lending and financial services markets we serve; and
• our brand strength relative to our competitors.
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.
Market volatility and adverse changes in financial market conditions may increase our market risk.
Our liquidity, competitive position, business, results of operations and financial condition are affected by market risks such as changes in interest rates, fluctuations in equity, commodity and futures prices, the implied volatility of interest rates and credit spreads and other economic and business factors. These market risks may adversely affect, among other things, the value of our securities, the cost of debt capital and our access to credit markets, customer allocation of capital among investment alternatives, and our competitiveness with respect to deposit pricing, and may negatively impact customer confidence in the safety and soundness of banks. In times of market stress or other unforeseen circumstances, previously uncorrelated indicators may become correlated, which may limit the effectiveness of our strategies to manage these risks.
Our future growth depends significantly on our branding and marketing efforts, and if our marketing efforts are not successful or we receive negative publicity, our business and results of operations will be harmed.
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 Invest, SoFi Credit Card and SoFi Crypto, it

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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.
Reputational harm, including as a result of our actual or alleged conduct or public opinion of the financial services industry generally, could adversely affect our business, results of operations, and financial condition.
Reputation risk, or the risk to our business, earnings and capital from negative public opinion, is inherent in our business and continues to 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.
Negative public opinion could result from our actual or alleged conduct in any number of activities, including sales and marketing practices; consumer lending practices; loan origination or servicing activities; mortgage foreclosure actions; management of client accounts or investments; lending, investing or other business relationships; identification and management of potential conflicts of interest from transactions; obligations and interests with and among our members or customers; environmental, social and governance practices; litigation or regulatory actions taken by us or to which we are a party; regulatory compliance; risk management; incentive compensation practices; and disclosure, sharing or inadequate protection or improper use of member or customer information, and from actions taken by government regulators and community or other organizations in response to that conduct. 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.
Furthermore, our actual or perceived failure to address or prevent any such conduct or otherwise to effectively manage our business or operations could result in significant reputational harm. For example, our marketing strategy includes an emphasis on social media. Social media provides a powerful medium for consumers, employees and others to communicate their approval of or displeasure with a business. This aspect of social media is especially challenging because it allows any individual to reach a broad audience with an ability to respond or react, in near real time, with comments that are often not filtered or checked for accuracy. We monitor social media metrics for their impact on our business but if we are unable to quickly and effectively respond, any negative publicity could “go viral”, causing nearly immediate and potentially significant harm to our brand and reputation, and our business, whether or not factually accurate, including a significant withdrawal of deposits from SoFi Bank within a short period of time.
Our reputation and/or business could be negatively impacted by ESG matters and/or our reporting of such matters.
We communicate certain ESG-related initiatives regarding our employees, climate-related commitments, governance-related 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 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 or commitments could negatively impact our reputation, result in ESG-focused investors not purchasing and holding our stock, or otherwise materially harm our business.

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We also face risk from evolving standards, regulations and disclosure requirements related to 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 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.
In addition, in recent years “anti-ESG” sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions, and President Trump having issued an executive order discouraging diversity equity and inclusion (“DEI”) initiatives in the private sector. 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.
We may experience fluctuations in our quarterly operating results.
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.
We sell our loans to a concentrated number of whole loan purchasers and the loss of one or more significant purchasers could have a negative impact on our operating results.
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, certain of which may be outside of our control, including economic conditions, the availability of alternative investments, changes in the terms of the loans, loans offered by competitors, prevailing interest rates and a change in business plan, liquidity or strategy by the purchaser. 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.
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.
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.

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Galileo and Technisys depend on a small number of clients, the loss or disruptions in operations of any of which could have a material adverse effect on their businesses and financial results, and negatively impact our financial results and results of operations.
Galileo and Technisys revenue from clients is highly 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 additional clients to a competitor, harm to that client’s reputation or financial prospects or other reasons, including adverse general economic conditions affecting Galileo and Technisys clients many of which are fintechs and other financial services firms. Any further reduction in the amount of revenue 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.
We rely on third parties to perform certain key functions, and their failure to perform those functions could adversely affect our business, financial condition and results of operations.
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 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 AI or machine learning for the services they provide us and, given that the regulatory framework relating to the use of AI and machine learning 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.
Our third-party service providers are susceptible to, 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.
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. Furthermore, any contractual protections we may have from our third-party service providers may not be sufficient to adequately protect us against such consequences, and we may be unable to enforce any such contractual protections. 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.
In addition, there is no assurance that our third-party service providers or their subcontractors will be able to continue to provide these services to meet our current needs in an efficient, cost-effective manner or that they will be able to adequately

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expand their services to meet our needs in the future. Certain of our vendor agreements are terminable on short or no notice, and if current vendors were to stop providing services to us on acceptable terms, we may be unable to procure alternatives from other vendors in a timely and efficient manner and on acceptable terms, or at all. An interruption in or the cessation of service by our third-party service providers or their subcontractors, coupled with our possible inability to make alternative arrangements in a smooth, cost-effective and timely manner, could have adverse effects on our business, financial condition and results of operations.
Certain aspects of the services we provide also rely and depend upon the ability of third parties with whom we do not contract directly to perform specified tasks or execute certain functions. For example, our customers access trading venues like securities exchanges through third parties like clearing brokers. If a trading venue experiences a system error and/or a failure of controls, subsequent trades may be impacted, such as trading executed at anomalous pricing. Similarly, if a trading venue experiences an outage, our customer’s ability to place trades or our ability to effect transactions in securities on behalf of customers via our broker-dealer may be impacted. As a result of these impacts, we might experience customer complaints, loss of revenue or other financial loss, or we may have to respond to regulatory inquiries related to such outages.
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, we may, from time to time, decide to modify or terminate relationships with third-party service providers and to perform certain functions and/or services internally. For example, we historically used a third party bank to issue the SoFi Money debit cards and sponsor access to debit networks for payment transactions, funding transactions and associated settlement of funds, and sponsor and support ACH, check and wire transactions along with associated funds settlement. However, after gaining direct access to debit networks, we directly perform certain services previously sponsored by the third party bank. Although we have performed these services satisfactorily to date, there is no guarantee we will be able to continue to do so. Additionally, the migration of any such functions and/or services may introduce additional risks and could cause disruption to our business.
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.
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.
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.
A cyberattack or other security incident could result in significant costs and adversely affect our business, financial condition and results of operations.
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

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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.
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.
The conditional conversion feature of our convertible notes, if triggered, may adversely affect our financial condition.
Holders of our convertible notes issued in October 2021 and due in 2026 and our convertible notes issued in March 2024 and due in 2029 (collectively, the “notes”) may be entitled to convert the notes during specified periods at their option. If one or more holders elect to convert their notes, we may settle converted principal through the payment of cash and/or shares of common stock, which could adversely affect our financial results and liquidity and could result in a decline in our stock price.
The Capped Call Transactions may affect the value of the notes and our common stock.
In connection with the issuance of the notes, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions (the “Capped Call Counterparties”). The Capped Call Transactions are expected generally to reduce the potential dilutive effect on our common stock upon any conversion of the notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. In connection with establishing their initial hedges of the Capped Call Transactions, the Capped Call Counterparties or their respective affiliates entered into various derivative transactions with respect to our common stock and/or purchased shares of our common stock concurrently with or shortly after the pricing of the notes.
In addition, the Capped Call Counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of the notes and from time to time prior to the maturity of the notes (and are likely to do so following any conversion of the notes, any repurchase of the notes by us on any fundamental change repurchase date, any redemption date or any other date on which the notes are retired by us, in each case if we exercise the relevant election to terminate the corresponding portion of the Capped Call Transactions). This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the notes. The potential effect, if any, of these transactions and activities on the market price of our common stock or the notes will depend, in part, on market conditions and cannot be ascertained at this time. Any of these activities could adversely affect the value of our common stock.
We are subject to counterparty risk with respect to the Capped Call Transactions, and the Capped Call Transactions may not operate as planned.
The Capped Call Counterparties are financial institutions or affiliates of financial institutions, and we will be subject to the risk that any or all of them might default under the Capped Call Transactions. Our exposure to the credit risk of the Capped Call Counterparties will not be secured by any collateral. Global economic conditions have, from time to time, resulted in the actual or perceived failure or financial difficulties of many financial institutions. If a Capped Call Counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under our transactions with that Capped Call Counterparty. Our exposure will depend on many factors, but, generally, an increase in our exposure will be correlated with increases in the market price or the volatility of our common stock. In addition, upon a default by a Capped Call Counterparty, we may suffer more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of any Capped Call Counterparty.
In addition, the Capped Call Transactions are complex, and they may not operate as planned. For example, the terms of the Capped Call Transactions may be subject to adjustment, modification or, in certain cases, renegotiation if certain corporate or other transactions occur. 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.

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Market and Interest Rate Risks

Our business and results of operations have in the past and may in the future be adversely affected by the financial markets, fiscal, monetary, and regulatory policies, and economic conditions generally.
Our business and results of operations are directly affected by elements beyond our control, including general economic, political, social and health conditions in the U.S. and in countries abroad. 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.
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 confrontation in Venezuela, the ongoing conflict in the Middle East and the ongoing war in Ukraine), terrorism or other geopolitical 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 conflict in these locations has led and could in the future lead to macroeconomic effects, including volatility in commodity prices and the supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, as well as an increase in cyberattacks and espionage. 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.
Significant downturns in the securities markets or in general economic and political conditions have in the past and may in the future also decrease the demand for our products and services and could in the future result in our members reducing their engagement with our platform. In addition, such significant downturns may cause default rates on our loans to increase and cause funding and liquidity concerns for our current and prospective technology platform clients reducing their adoption and use of our platform as a service products and services. Conversely, significant upturns in the securities markets or in general economic and political conditions may cause individuals to be less proactive in seeking ways to improve the returns on their trading or investment decisions and, thus, decrease the demand for our products and services. Any of these changes could cause our future performance to be uncertain or unpredictable, and could have an adverse effect on our business, financial condition and results of operations. In addition, a prolonged weakness in the U.S. equity markets or a general extended economic downturn could cause our members or technology platform clients to incur losses, which in turn could cause our brand and reputation to suffer. If our reputation is harmed, the willingness of our existing members or technology platform clients and potential new members or clients to do business with us could be negatively impacted, which would adversely affect our business, financial condition and results of operations.
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 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; (ii) our ability to pay a competitive variable annual percentage yield for deposits; (iii) the fair value of our financial assets and liabilities; (iv) the average duration of our loan portfolios and other interest-earning assets; (v) the mix of lending products we originate which is influenced by demand for refinancing products; and (vi) 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.

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Interest rate changes and other actions, including balance sheet management, lending facilities, and various quantitative 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, influence the strength or weakness of the U.S. dollar and the resulting 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.
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 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.
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.
We have the option of pursuing a gain-on-sale origination model and, consequently, our business is affected by the cost and availability of funding in the capital markets.
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.
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.
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

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interest rates throughout 2022 and 2023 before lowering interest rates in 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 continued 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.
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.
Fluctuations in interest rates could negatively affect the demand for our checking and savings product.
Falling, low or fluctuating interest rates, including declining interest rates in 2024 and 2025, could have had in the past, and may in the future have, 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 declined 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.
Higher than expected payment speeds of loans could negatively impact the fair market value of the lending portfolio and our returns as the holder of the residual interests in securitization trusts holding personal and student loans. These factors could materially alter our net revenue or the value of our residual interest holdings.
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 continued to decline in 2025, and a lower interest rate environment may lead to higher prepayment rates on loans.
While we anticipate some variability in prepayment rates, extraordinary or extended increases or decreases in prepayment rates could materially affect our liquidity and net revenue. For example, when, as a result of unanticipated prepayment levels, loans within a securitization trust amortize faster than originally contracted due to prepayments, the trust’s pool balance may decline at a rate faster than the prepayment rate assumed when the trust’s bonds were originally issued. If the trust’s pool balance declines faster than originally anticipated, in most of our securitization structures, the bonds issued by that

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trust will also be repaid faster than originally anticipated. In such cases, our net revenue may decrease, inclusive of our servicing revenue and the diminished value of any retained residual interest by us in the trust.
Finally, in instances of significant slowdowns in payment rates, rating agencies may place bonds on watch or change their ratings on (or their ratings methodology for) the bonds issued by a securitization trust, possibly raising or lowering their ratings, based upon these prepayment rates and their perception of the risk posed by those rates to the timing of the trust cash flows. Placing bonds on watch, changing ratings negatively, proposing or making changes to ratings methodology could: (i) affect our liquidity, (ii) impede our access to the securitization markets, (iii) require changes to our securitization structures, and (iv) raise or lower the value of the residual interests of our future securitization transactions.
We are exposed to financial risks that may be partially mitigated but cannot be eliminated by our hedging activities, which carry their own risks.
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. 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.
The success of our hedging strategy will be subject to our ability to correctly assess counterparty risk and the degree of correlation between the performance of the instruments used in the hedging strategy and any changes in interest rates, along with our ability to continuously recalculate, readjust and execute hedges in an efficient and timely manner. Therefore, though we may enter into transactions to seek to reduce risks, unanticipated changes may create a more negative consequence than if we had not engaged in any such hedging transactions. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and the instruments being hedged. Any such imperfect correlation may prevent us from achieving the effect of the intended hedge and expose us to risk of loss. Any failure to manage our hedging positions properly or inability to enter into hedging instruments under acceptable terms, or any other unintended or unanticipated economic consequences of our hedging activities, could affect our financial condition and results of operations.
Our financial condition and results of operations have been and may in the future be adversely impacted by an epidemic or pandemic.
Occurrences of epidemics or pandemics, depending on their scale, may cause different degrees of disruption to the regional, state and local economies in which we offer our products and services. For example, the COVID-19 pandemic caused changes in consumer and student behavior, as well as economic disruptions. Any future pandemic or public health crisis may result in, among other impacts, worker shortages, supply chain issues, inflationary pressures, and the reinstatement and subsequent lifting of restrictions and health and safety related measures. Any future epidemics or pandemics or other public health crises could adversely affect our business, operations and financial condition, as well as the business, operations and financial conditions of our members, other customers and partners.
See “ Our business and results of operations have in the past and may in the future be adversely affected by the financial markets, fiscal, monetary, and regulatory policies, and economic conditions generally ” and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics ” and “ —Consolidated Results of Operations ” for further discussion of the impact of macroeconomic conditions in recent periods on our business and operating results.

Strategic and New Product Risks

We have in the past consummated, and from time to time we may evaluate and potentially consummate, acquisitions, which could require significant management attention, disrupt our business and adversely affect our financial results.
Our success depends, in part, on our ability to expand our business. In certain 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

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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:
• diversion of management time and focus from operating our business to evaluating acquisition targets and addressing acquisition integration challenges;
• coordination of technology, product development, risk management, compliance, sales and marketing and other general administration functions;
• retention of employees from the acquired company and retention of our employees due to cultural challenges associated with integrating employees from the acquired company into our organization;
• integration of the acquired company’s accounting, management information, human resources, third-party risk management and other administrative systems;
• the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, information security and cybersecurity safeguards, procedures and policies, including third-party risk management practices;
• write-offs or impairments of intangible assets, goodwill or other assets recognized in connection with the acquisition;
• liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, including employment laws, commercial disputes, tax liabilities and other known and unknown liabilities;
• litigation or other claims in connection with the acquired company, including claims from terminated or current employees, customers, former stockholders or other third parties; and
• known and unknown regulatory compliance risks resulting from geographic expansion, including elevated risk factors for tax compliance, money laundering and sanctions controls, and supervisory controls oversight.
Our failure to address these risks or other problems encountered in connection with our acquisitions and investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities and harm our business generally. Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, regulatory obligations to further capitalize our business, goodwill and intangible asset impairments, and increased regulatory scrutiny, any of which could harm our financial condition and negatively impact our stockholders. To the extent we pay the consideration for any future acquisitions or investments in cash, it would reduce the amount of cash available to us for other purposes.
Demand for our products may decline if we do not continue to innovate or respond to evolving technological or other changes.
We operate in a dynamic industry characterized by rapidly evolving technology, frequent product introductions, and competition based on product availability, pricing and other differentiators. We continue to explore new product offerings and may rely on our proprietary technology to make our platform available to members, to service member accounts, to provide our technology platform as a service to clients and to introduce new products, which both fosters innovation and introduces new potential liabilities and risks. In addition, we may increasingly rely on technological innovation as we introduce new types of products, expand our current products into new markets, and continue to streamline our platform. For example, we have begun, and expect to continue, to integrate AI into our technology to improve the experience of our members. In 2025, we launched and integrated an AI–driven feature that analyzes users’ SoFi and external accounts to identify suboptimal cash utilization and provides personalized, data-driven recommendations, including recommendations to reallocate funds, reduce balances, and improve overall financial health. In addition, with the introduction of digital asset trading in the U.S. and Hong Kong, and self-serve global remittance, we are utilizing digital assets and blockchain innovations to provide our members with new products and services. However, even if we enhance our current products or release new products that incorporate AI and blockchain innovations, there can be no assurance that our products will be successful or that we will innovate effectively to keep pace with the rapid evolution of AI and blockchain technology. Our ability to integrate AI, blockchain technology or other new technologies may also be limited by new laws or regulatory guidance. See “ The launch of digital asset trading in the U.S. and Hong Kong and use of blockchain technology in our product offerings, subjects us to laws and regulations relating to cryptocurrencies and blockchain technology in various jurisdictions where we conduct our business, and to other risks. Such laws and regulations can be complex, are subject to change, and complying with them across various jurisdictions imposes operational, time, and cost constraints on our business. Our actual or perceived failure to comply with such obligations or to address other risks related to these technologies could harm our business and/or result in reputational harm, loss of customers, material financial penalties and legal liabilities ” for additional information on the legal and regulatory environment surrounding digital assets. The process of developing new technologies and products is complex, and if we are unable to

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successfully innovate and continue to deliver a superior member and technology platform client experience, members’ and clients’ demand for our products may decrease and our growth and operations may be harmed.
An increase in fraudulent activity could lead to reputational damage to our brand and material legal, regulatory and financial exposure (including fines and other penalties), and could reduce the use and acceptance of SoFi Money, SoFi Credit Card and SoFi Crypto.
Financial institutions like us, as well as our members, technology platform clients, colleagues, regulators, vendors and other third parties, have experienced a significant increase in fraudulent activity in recent years and will likely continue to be the target of increasingly sophisticated fraudsters and fraud rings in the future. This is particularly true for our newer products where we have limited experience evaluating customer behavior and performing tailored risk assessments, such as checking and savings, credit card and digital assets.
We develop and maintain systems and processes aimed at detecting and preventing fraudulent activity, which require significant investment, maintenance and ongoing monitoring and updating as technologies and regulatory requirements change and as efforts to overcome security and anti-fraud measures become more sophisticated. Despite our efforts, we have in the past and may in the future be subject to fraudulent activity, which may affect our results of operations. For example, our general and administrative expenses in the past have included charges related to fraud events. The possibility of fraudulent or other malicious activities and human error or malfeasance cannot be eliminated entirely and will evolve as new and emerging technology is deployed, including the increasing use of personal mobile and computing devices that are outside of our network and control environments, particularly as a large part of our workforce works remotely. Risks associated with each of these include theft of funds and other monetary loss, the effects of which could be compounded if not detected quickly. Fraudulent activity may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered.
Fraudulent activity and other actual or perceived failures to maintain a product’s integrity and/or security has led to increased regulatory scrutiny and may lead to regulatory investigations and intervention (such as mandatory card reissuance), increased litigation (including class action litigation), remediation, fines and response costs, negative assessments of us and our subsidiaries by regulators and rating agencies, reputational and financial damage to our brand, and reduced usage of our products and services, all of which could have a material adverse impact on our business. In addition, we offer certain fraud and compliance and risk management services to technology platform clients as part of our platform as a service offerings and regulatory scrutiny of these types of services has increased recently. Any failure in these services provided to technology platform clients could result in regulatory actions or fines, and potential loss of client accounts.
Our SoFi Crypto offering exposes us to additional fraud risk. Cryptocurrency transactions and related activities are subject to elevated fraud risks due to factors such as pseudonymity, rapid transaction settlement, limited ability to reverse transactions, evolving fraud techniques, and the use of decentralized or third-party platforms that may be outside our control. Fraudulent activities may include account takeovers, social engineering schemes, scams, theft of private keys, malware attacks, and misuse of our platforms to facilitate illicit activity.
While we employ fraud detection, monitoring, and compliance controls designed to mitigate these risks, such controls may be less effective in identifying or preventing cryptocurrency-related fraud compared to traditional financial products, particularly as fraudsters continue to adapt their methods. If fraud occurs, we may incur financial losses, increased operational and compliance costs, customer remediation expenses, regulatory scrutiny, reputational harm, and potential legal liability. Any failure to effectively prevent, detect, or respond to cryptocurrency-related fraud could materially and adversely affect our business and results of operations.
Successful fraudulent activity and other incidents related to the actual or perceived failures to maintain the integrity of our processes and controls could negatively affect us, including harming the market perception of the effectiveness of our security measures or harming the reputation of the financial system in general, which could result in reduced use of our products and services. Such events could also result in legislation and additional regulatory requirements. Although we maintain insurance, including specifically with respect to our digital asset products, there can be no assurance that liabilities or losses we may incur will be covered under such policies or that the amount of insurance will be adequate.
We may be unable to realize the anticipated benefits of acquiring Technisys.
We closed the Technisys acquisition in March 2022 and its operations have been largely integrated into our business. The success of the Technisys acquisition, including anticipated benefits and cost savings and potential additional revenue opportunities, will depend, in part, on our ability to realize various benefits, including, among other things, the development of an end-to-end vertically integrated banking technology stack to support multiple products and enable the combined company to

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meet the expanding needs of existing customers and serve additional established banks, fintechs and non-financial brands looking to enter financial services. The inability to realize our expected cost savings in connection with the Technisys’ acquisition could have an adverse effect on our business, financial condition, operating results and prospects. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues, lost cost savings and incremental revenue opportunities and diversion of management’s time and energy and could have an adverse effect on our business, financial condition, operating results and prospects.
We may continue to expand operations abroad where we have limited operating experience and may be subject to increased business, economic and regulatory risks that could adversely impact our financial results.
In April 2020, we undertook our first international expansion by acquiring 8 Limited, an investment business in Hong Kong. Additionally, with the acquisition of Galileo in May 2020, we gained clients in Canada, Mexico and Colombia and, with the acquisition of Technisys in March 2022, we further expanded our operations into Latin America. In 2025, we expanded our consumer banking product with the introduction of self-serve global remittance services in over thirty countries. We may, in the future, continue to pursue further international expansion of our business operations, either organically or through acquisitions, in new international markets where we have limited or no experience in marketing, selling and deploying our products and services. If we fail to deploy or manage our operations in these countries successfully, our business and operations may suffer. In addition, we are subject to a variety of risks inherent in doing business internationally, including:
• political, social and/or economic instability or military conflict;
• risks related to governmental regulations in foreign jurisdictions, including regulations relating to privacy, and unexpected changes in regulatory requirements and enforcement;
• fluctuations in currency exchange rates and global market volatility;
• higher levels of credit risk and fraud;
• enhanced difficulties of integrating foreign acquisitions;
• burdens of enforcing and complying with a variety of foreign laws;
• reduced protection for intellectual property rights in certain countries;
• difficulties in staffing and managing global operations and the increased travel, infrastructure and legal compliance costs associated with multiple international locations and subsidiaries;
• different regulations and practices with respect to employee/employer relationships, existence of workers’ councils and labor unions, and other challenges caused by distance, language, and cultural differences, making it harder to do business in certain international jurisdictions;
• compliance with statutory equity requirements; and
• management of tax consequences.
If we are unable to manage the complexity of global operations successfully, our financial performance and operating results could suffer.
The launch of digital asset trading in the U.S. and Hong Kong and use of blockchain technology in our product offerings, subjects us to laws and regulations relating to cryptocurrencies and blockchain technology in various jurisdictions where we conduct our business, and to other risks. Such laws and regulations can be complex, are subject to change, and complying with them across various jurisdictions imposes operational, time, and cost constraints on our business. Our actual or perceived failure to comply with such obligations or to address other risks related to these technologies could harm our business and/or result in reputational harm, loss of customers, material financial penalties and legal liabilities.
In 2025, we launched SoFi Crypto in the U.S. and digital asset trading in Hong Kong, allowing our members to buy, sell and hold digital assets, which, along with any additional cryptocurrency products and other products that utilize blockchain technology that we may offer in the future, subjects us to additional regulations, licensing requirements, and other obligations. Compliance with any such regulations, requirements, or obligations may be complex and costly. Cryptocurrencies are not considered legal tender, are not backed by most governments, and have experienced technological flaws and various law enforcement and regulatory interventions. In addition, in the U.S. and certain other jurisdictions, certain cryptocurrencies may be deemed to be securities and subject to the securities laws of the relevant jurisdictions. Furthermore, our crypto offering in Hong Kong is subject to evolving regulatory requirements under Hong Kong’s licensing and virtual asset regime. Although Hong Kong has established a licensing framework for virtual asset trading platforms and related services, these rules are complex, subject to change, and may impose additional compliance obligations on firms engaging in crypto activities. The rapidly evolving regulatory landscape with respect to cryptocurrencies may subject us to registrations, inquiries, or

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investigations from regulators and governmental authorities; require us to make product changes; restrict or discontinue product offerings; and implement additional and potentially costly controls. If we fail to comply with regulations, requirements, prohibitions or other obligations applicable to us, we could face regulatory or other enforcement actions and potential fines or reputational harm, be forced to cease offering cryptocurrency products, and other consequences, including significant financial losses.
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.
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. In addition, a number of errors could occur in the process of depositing or withdrawing cryptocurrencies such as typos, mistakes or failure to include information required by the blockchain network, or any other internal failures or deficiencies in our own systems or those of any custodian or other third party provider we may use, could, in each case, materially and adversely affect our members and our operations. In addition, cryptocurrencies and blockchain technologies have been, and might in the future be, subject to security breaches, hacking or other malicious activities. Failures in internal controls or key management practices, whether by us or a service provider, could lead to irreversible asset loss or unauthorized transfers. Defaults by counterparties or systemic stress in crypto-asset markets may also pose significant liquidity, settlement, or valuation risks. Any such failure or event could result in reputational harm, significant financial losses, lead customers to discontinue or reduce their use of our services, and result in significant penalties and fines and additional restrictions.
In addition, we may rely on third parties for certain aspects of cryptocurrency offerings and reliance on third parties involves risks. For example, inappropriate access to, theft, destruction or other loss of cryptocurrency assets held by any counterparty we may use, insufficient insurance coverage by us or any such counterparty to reimburse us for all such losses, such counterparty’s failure to maintain effective controls over the custody, asset and settlement services provided to us, such counterparty’s inability to purchase or liquidate cryptocurrency holdings, and defaults on financial or performance obligations by counterparty financial institutions, could materially and adversely affect our financial performance and significantly harm our business.
In addition, we plan to integrate blockchain technology from a third party provider into certain of our products. Any number of technical changes, software upgrades, cybersecurity incidents or other changes to the underlying blockchain networks might occur from time to time, causing incompatibility, technical issues, disruptions or security weaknesses to our products. If we or our third party provider are unable to identify, troubleshoot and resolve any such issues successfully, we might no longer be able to support such products, our customers’ assets might be frozen or lost, the security of our products might be compromised and our platforms and technical infrastructure might be affected, all of which could cause revenue to decline and expose us to potential liability for customer losses.
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.
We recently launched global remittance services between the United States and thirty countries, including Mexico, India, Brazil and the European Union, and we expect to expand these and similar services to and between other international locations. The success of this product depends in part on our ability to provide global remittance services compliantly, efficiently and securely. Global remittance services involve complex regulatory, legal, and compliance requirements, including licensing, anti-money laundering, counter-terrorism financing, economic sanctions, data privacy and cybersecurity, customer disclosure, foreign exchange control laws, and monitoring, examination, and oversight by regulatory agencies across multiple jurisdictions. These frameworks differ significantly between countries and are subject to change, interpretation, and enforcement by various authorities. Failure to maintain compliance, or even the perception of noncompliance, may result in investigations, penalties, restrictions on our operations, or the loss of licenses and banking relationships necessary to provide global remittance services.
Our compliance and regulatory risk related to global remittance services is expected to increase as we expand our operations into additional jurisdictions because the provision of global remittance services is highly regulated, and the requirements vary from jurisdiction to jurisdiction. We are currently working with third-party partners who are licensed to provide global remittance services in the jurisdictions in which we operate and plan to operate. We may, as our global remittance services expand, obtain licenses directly in various jurisdictions. If we become licensed to provide these services by various governmental authorities, we would become subject to extensive financial, operational, and other regulatory

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requirements to maintain our licenses and conduct business. If our licenses are not renewed or we are denied licenses in additional jurisdictions where we choose to apply for a license, we could be forced to change our business practices or to comply with the requirements of the additional jurisdictions, each of which could require us to bear substantial cost. Further, if we were found by these governmental authorities to be in violation of any applicable laws or regulations required to provide global remittance services, we could be subject to fines, penalties, lawsuits, and enforcement actions; additional compliance requirements; increased regulatory scrutiny of our business; restriction or suspension of our operations; or damage to our reputation or brand. Regulatory requirements are constantly evolving, and we cannot predict whether we will be able to meet changes to existing regulations or the introduction of new regulations without harming our business, financial condition, operating results, and future prospects.
Additionally, global remittance services are subject to higher operational risks, including delays, transaction errors, and fraudulent activities, particularly in regions with less developed financial infrastructure, including settlement timing differences, and exposure to local liquidity constraints which may impact the predictability and profitability of our global remittance services. Political instability, trade restrictions, current or new tax laws, or economic sanctions imposed on certain countries may further restrict our ability to provide global remittance services in specific markets.
Furthermore, we currently rely on third-party partners to facilitate global remittance services and may rely on additional third-parties in the future. In addition, our third-party partners may rely on local partners for delivery of their services. Any disruption, error, or compliance failure by these partners could lead to financial loss, reputational damage, and customer dissatisfaction, including related to the experience of our members’ recipients. If the experience delivered to a recipient is deemed unsatisfactory for any reason, including if a third-party partner’s processes take longer than expected, members may choose to not use our services in the future and our business could be harmed. Additionally, third-party partners charge fees, which may increase from time to time, and which could increase our costs. Banks currently determine the fees charged for bank-originated transactions and may increase the fees with little prior notice. U.S. federal, state, local or foreign governments could also mandate a tax on global remittance services, or require additional taxes or fees to be imposed upon our customers, or otherwise impact the manner in which we provide global remittance services. If fees increase, it may require us to change our product options, or take other measures that would impact our costs and profitability or cause us to lose members or otherwise limit our operations.
If we are unable to effectively manage these risks or adapt our operations to evolving international regulatory environments, our ability to further expand our global remittance services and similar services, and maintain compliance could be impaired, and our business, financial condition, and results of operations could be materially and adversely affected.

Credit Market Related Risks

We operate in a cyclical industry. In an economic downturn, member default rates may increase, there may be decreased demand for our products, and there may be adverse impacts to our business.
Recent macroeconomic factors, such as fluctuating interest rates, inflation, global events and market volatility and general uncertainty, may cause the economy to enter into a period of slower economic growth or a recession, the length and severity of which cannot be predicted. Such uncertainty and negative trends in general economic conditions can have a significant negative impact on our ability to generate adequate revenue and to absorb expected and unexpected losses. Many factors, including factors that are beyond our control, may result in higher default rates by our members and non-payment by our technology platform clients, a decline in the demand for our products, including a reduction in deposits, and potentially impact our ability to make accurate credit assessments, lending decisions or technology platform client selections. Any of these factors could have a detrimental impact on our financial performance and liquidity.
Our Lending and Financial Services segments may be particularly negatively impacted by worsening economic conditions that place financial stress on our members resulting in loan defaults or charge-offs. If a loan charges off while we are still the owner, the loan either enters a collections process or is sold to a third-party collection agency and, in either case, we will receive less than the full outstanding interest on, and principal balance of, the loan. Declining economic conditions may also lead to either decreased demand for our loans or demand for a higher yield on our loans, and consequently lower prices or a lower advance rate, from institutional whole loan purchasers, securitization investors and warehouse lenders on whom we rely for liquidity. Declining economic conditions and any resulting increase in charge-offs may also reduce demand for our personal loans by Loan Platform Business counterparties.
The longevity and severity of a downturn or recession would also place pressure on lenders under our debt warehouses, whole loan purchasers, Loan Platform Business counterparties and investors in our securitizations, each of whom may have less available liquidity to invest in our loans, and long-term market disruptions could negatively impact the

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securitization market as a whole. Although certain of our debt warehouses contain committed terms, there can be no assurance that our financing arrangements or Loan Platform Business loan origination and sale arrangements will remain available to us through any particular business cycle or be renewed on the same terms. The timing and extent of a downturn may also require us to change, postpone or cancel our strategic initiatives or growth plans to pursue shorter-term sustainability. The longer and more severe an economic downturn, the greater the potential adverse impact on us.
An economic downturn or recession could also adversely affect our Financial Services products, including our deposit base and funding profile and assets held through SoFi Invest or SoFi Crypto. During periods of economic stress, members may experience job losses, reduced income, or increased uncertainty, which could lead them to draw down savings to meet living expenses or shift funds toward perceived safer or more liquid alternatives. These behaviors may result in deposit outflows, lower average balances in checking and savings accounts or lower average investments made through SoFi Invest or SoFi Crypto investments. In addition, heightened market volatility or concerns about the financial sector could increase member sensitivity to interest rates, safety perceptions, and liquidity needs, intensifying competition for deposits and increasing our funding costs. A sustained decline in deposits or an unfavorable shift in deposit composition could reduce our access to low-cost, stable funding and increase our reliance on alternative or wholesale funding sources, which may be more expensive or less available during a recession. Such conditions could adversely affect our net interest margin, liquidity position, and ability to grow or maintain our balance sheet. If these pressures are prolonged or severe, they could also constrain our ability to support member demand, comply with regulatory liquidity requirements, or pursue strategic initiatives, and could have a material adverse effect on our business, financial condition, and results of operations.
Our Technology Platform segment is also susceptible to worsening economic conditions that place financial stress on our current clients using our platform as a service products and services and potential new clients interested in such services. These clients and potential clients may experience liquidity and other financial issues or strategically slowdown growth, any of which could lead them to decrease or terminate their use of our technology platform services or delay or reject implementation of new or expanded products and services. Any such actions with respect to our technology platform products and services could have an adverse impact on our business.
There can be no assurance that economic conditions will be favorable for our business, that interest in purchasing our loans by financial institutions, the ability of members to invest in our products or investment by clients in our platform as a service products and services will remain at current levels, or that default rates by our members or instances of non-payment by our technology platform clients will not increase or that demand for our products will not decrease. Reduced demand, lower prices or a lower advance rate for our loan products from institutional whole loan purchasers, Loan Platform Business counterparties, securitization investors and warehouse lenders, increased default rates by our members, and reduced demand, lower prices and increased non-payment by our technology platform clients, may limit our access to capital, including debt warehouse facilities, Loan Platform Business loan origination and sale arrangements, securitizations and secured and unsecured borrowing facilities, and negatively impact our profitability. These impacts, in addition to limiting our access to capital and negatively impacting our profitability, could also in turn increase the volatility of the mark-to-market methodology and indicators of credit risk that we use to determine the fair value of certain loans and expected credit losses on credit card receivables that we hold on balance sheet, and consequently have a material adverse effect on our revenues, results of operations, capital requirements, liquidity and cash flows.
If we do not make accurate credit and pricing decisions or effectively forecast our loss rates, our business and financial results will be harmed, and the harm could be material.
In deciding whether to extend credit to prospective or existing members, we rely upon data to assess our ability to extend credit within our risk appetite, our debt servicing capacity, and overall risk level to determine lending exposure and loan pricing. If the decision components, rapidly deteriorating macroeconomic conditions or analytics are either unstable, biased, or missing key pieces of information, the wrong decisions will be made, which will negatively affect our financial results. If our credit decisioning strategy fails to adequately predict the creditworthiness of our members, including a failure to predict a member’s true credit risk profile and ability to repay their loan or credit card balance, higher than expected loss rates will impact the fair value of certain loans and expected credit losses on credit card receivables. Additionally, if any portion of the information pertaining to the prospective member is false, inaccurate or incomplete, and our systems did not detect such falsities, inaccuracies or incompleteness, or any or all of the other components of our credit decision process fails, we may experience higher than forecasted losses, including losses attributed to fraud. Furthermore, we rely on credit reporting agencies to obtain credit reports and other information we rely upon in making underwriting and pricing decisions. If one of these third parties experiences an outage, if we are unable to access the third-party data used in our decision strategy, if such data contains inaccuracies or our access to such data is limited, our ability to accurately evaluate potential members will be compromised, and we may be unable to effectively predict credit losses inherent in our loan portfolio, which would negatively impact our results of operations, which could be material.

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SoFi Technologies, Inc.
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