SoFi Technologies Inc. filed SEC Form 8-K: Regulation FD Disclosure
$SOFI
Finance: Consumer Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
__________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 16, 2024
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(855 ) 456-7634
(Registrant’s telephone number, including area code)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 7.01 Regulation FD Disclosure.
On December 16, 2024, Mr. Anthony Noto, SoFi Technologies, Inc.’s (the “Company”) Chief Executive Officer, entered into a prepaid variable forward contract (the "contract") with an unaffiliated third-party dealer (the “dealer”) on 2,000,000 shares of the Company’s common stock, $0.0001 par value per share (the “Company Common Stock”), representing approximately 10% of the Company Common Stock beneficially owned by Mr. Noto and less than 1% of the Company’s total outstanding shares. The transaction represents a contract by which Mr. Noto will receive an upfront cash payment and must, when the contract matures in approximately three years, settle any obligations under the contract.
Specifically, the contract is scheduled to mature on or about February 7, 2028 (the “maturity date”), at which time, Mr. Noto may deliver shares of the Company's Common Stock or elect to settle the contract in cash. The amount of such delivery of shares or cash payment will be determined by the share price of the Company Common Stock prior to the maturity date. Mr. Noto pledged 2,000,000 shares of the Company's Common Stock (the "Pledged Shares") to secure his obligations under the contract. In exchange for assuming this obligation, Mr. Noto will receive an upfront cash payment of $22,463,200. Mr. Noto will retain all voting, dividend, and other rights in the Pledged Shares during the term of the pledge.
If Mr. Noto elects to deliver shares of the Company’s Common Stock, the number of shares will be determined based on the price of the Company's Common Stock relative to the floor price of $13.06 per share and the cap price of $30.74 per share. This means that if, on or about February 7, 2028, the per share price of the Company’s Common Stock is (i) $30.74 or greater, Mr. Noto could surrender 849,707 shares, or (ii) $13.06 or lower, Mr. Noto could surrender 2,000,000 shares. Mr. Noto will not participate in the performance of the Pledged Shares above the cap price of $30.74 or below the floor price of $13.06 unless he elects to settle the contract in cash.
Mr. Noto entered into the contract because the contract structure provides liquidity while also allowing him to maintain all voting, dividend, and other rights in the Company Common Stock. A majority of Mr. Noto’s compensation is in the form of Company equity, and he has not sold any Company Common Stock since joining the Company in early 2018. Rather, he has supplemented his holdings by purchasing 2,775,307 million shares of Company Common Stock in the open market over the past three years.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SoFi Technologies, Inc. | ||||||||
Date: December 17, 2024 | By: | /s/ Christopher Lapointe | ||||||
| Name: | Christopher Lapointe | |||||||
| Title: | Chief Financial Officer | |||||||