| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SoFi Technologies, Inc. [ SOFI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Prepaid Forward Contract | (1)(2)(3) | 12/01/2025 | J/K | 664,938 | (1)(2)(3) | (1)(2)(3) | Common Stock | 664,938 | (1)(2)(3) | 664,938 | I | The Reporting Person is the sole beneficiary and trustee of Hutton Living Trust, 12/10/96 | |||
| Explanation of Responses: |
| 1. In accordance with the procedures described in the interpretive letters from the staff of the SEC to Goldman Sachs & Co. LLC, dated December 20, 1999 and to Bank of America, N.A., dated December 1, 2011, on December 1, 2025, the Reporting Person executed a postpaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on the common stock, $0.0001 par value per share (the "Shares") of SoFi Technologies, Inc. Pursuant to the Contract, the Reporting Person expects to receive a cash payment upon settlement of the Contract in exchange for agreeing to deliver to the dealer 664,938 Shares (the "Maximum Number of Shares") or an equivalent amount of cash if cash settlement of the Contract is applicable. The amount of cash that may be received will be determined based on the volume weighted average price per share of the Shares on or immediately prior to the settlement date (the "Settlement Price"). |
| 2. On the settlement date, the Reporting Person expects to receive a cash payment in an amount equal to the Maximum Number of Shares multiplied by (i) if the Settlement Price is less than approximately $20.47 (the "Floor Price"), the Floor Price; or (ii) if the Settlement Price is greater than the Floor Price but less than or equal to approximately $57.47 (the "Cap Price"), the Settlement Price; or (iii) if the Settlement Price is greater than the Cap Price, the Cap Price. The Contract is expected to be settled in December 2027. |
| 3. Under the Contract, the Reporting Person pledged the Maximum Number of Shares to the dealer. The Reporting Person retains beneficial ownership, dividend and voting rights of the Shares unless and until cash settlement of the Contract is applicable. |
| Remarks: |
| As of the date of this Form 4, the Reporting Person continues to own 664,938 shares of the Issuer's Shares indirectly as the sole beneficiary and trustee of Hutton Living Trust, 12/10/96. |
| /s/ Deanna M. Smith, Attorney-in-Fact | 12/01/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||