What changed in this filing

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Item 5. Other Information

2022-08-09 compared with 2022-05-10 · 92 added, 33 removed, 149 unchanged (46% of the section changed)

Other Information

Description Form File Number Date of Filing Exhibit Number Reference

Agreement and Plan of Merger and Reorganization, dated as of February 19, 2022, by and among SoFi Technologies, Inc., Technisys S.A., Atom New Delaware, Inc., Atom Merger Sub Corporation and Fortis Advisors LLC, as representative

8-K 001-39606 February 24, 2022 2.1

Support Agreement, dated as of February 19, 2022, by and among SoFi Technologies, Inc.

and the shareholders of Technisys S.A.

party thereto

8-K 001-39606 February 24, 2022 10.1

Lock-Up Agreement, dated as of February 19, 2022, by and among SoFi Technologies, Inc.

and the shareholders of Technisys S.A.

party thereto

8-K 001-39606 February 24, 2022 10.2

Frequency of Say on Pay

As previously reported on Form 8-K, in an advisory vote on the preferred frequency of future stockholder advisory votes on executive compensation held at the 2022 annual meeting on July 12, 2022, 407,528,398 shares voted for one year, 4,859,176 shares voted for two years, 2,696,243 shares voted for three years and 3,959,134 shares abstained.

Our Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by our Board of Directors in the proxy statement for the 2022 annual meeting, that we will hold future votes to approve the compensation paid to the Company’s named executive officers (“say on pay votes”) on an annual basis until the next required vote on the frequency of say on pay votes.

This disclosure is intended to satisfy Item 5.07(d) of Form 8-K.

Resignation of Named Executive Officer

On August 8, 2022, Ms.

Michelle Gill, Executive Vice President and Group Business Unit Leader – Lending and Capital Markets, provided notice of her intention to resign from her position with the Company, effective at a date to be determined in September 2022.

Gill resigned to pursue other opportunities and her resignation was not the result of any dispute or disagreement with the Company relating to the Company's operations, policies (including accounting or financial policies) or practices.

Gill’s duties and responsibilities over lending will be assumed by Chad Borton, President, SoFi Bank, and her duties and responsibilities over capital markets will be assumed by Christopher Lapointe, Chief Financial Officer.

SoFi Technologies, Inc.

The above disclosure is intended to satisfy the Company’s obligation under Item 5.02(b) of Form 8‐K.

Amended and Restated 2021 Stock Option and Incentive Plan and forms of agreement thereunder

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12 unchanged sentences

___________________

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

+ Filed herewith.

* Indicates a document being furnished with this Form 10-Q.

Information furnished herewith shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section.

Such exhibit shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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 thereunto duly authorized.

SoFi Technologies, Inc.

May 10, 2022 By:

August 9, 2022 By:

/s/ Christopher Lapointe

2 unchanged sentences

SoFi Technologies, Inc.

SOFI TECHNOLOGIES, INC.

SUPPLEMENTAL INFORMATION

5 unchanged sentences

SoFi Technologies, Inc.

Unaudited Supplemental Financial Data

2 unchanged sentences

Average Balances and Net Interest Earnings Analysis

Three Months Ended March 31, 2022 Three Months Ended March 31, 2021

Three Months Ended June 30, 2022 Three Months Ended June 30, 2021

($ in thousands) Average Balances (1)

8 unchanged sentences

Total interest-earning assets 9,374,928 149,284 6.37 % 6,053,150 83,651 5.53 %

Total non-interest earning assets 2,212,106 1,944,426

Total noninterest-earning assets 3,011,591 1,886,758

$ 12,386,519 $ 7,939,908

Liabilities, Temporary Equity and Permanent Equity (Deficit)

Liabilities, Temporary Equity and Permanent Equity

Interest-bearing liabilities:

9 unchanged sentences

Total temporary equity 320,374 2,459,987

Total permanent equity (deficit) 4,590,664 (162,658)

Total liabilities, temporary equity and permanent equity (deficit) $ 10,878,581 $ 7,929,519

Total permanent equity 5,209,599 988,934

Total liabilities, temporary equity and permanent equity $ 12,386,519 $ 7,939,908

Net interest income (3)

4 unchanged sentences

(1) Average balances were calculated on four-month ending balances and include accrued interest.

(2) Interest income on loans measured at amortized cost includes amortization of deferred loan fees, net of deferred loan costs, of $1.6 million for the three months ended March 31, 2022.

Interest expense on debt includes debt issuance and discount expense of $4.2 million and $6.0 million during the three months ended March 31, 2022 and 2021, respectively.

(2) Interest income on loans measured at amortized cost includes amortization of deferred loan fees, net of deferred loan costs, of $2.1 million and $0.1 million for the three months ended June 30, 2022 and 2021, respectively.

Interest expense on debt includes debt issuance and discount expense of $3.9 million and $5.5 million during the three months ended June 30, 2022 and 2021, respectively.

(3) Net interest income is calculated as the excess of total interest income on interest-earning assets over total interest expense on interest-bearing liabilities.

(4) Net interest margin is calculated as net interest income divided by total average interest-earning assets.

SoFi Technologies, Inc.

Six Months Ended June 30, 2022 Six Months Ended June 30, 2021

($ in thousands) Average Balances (1)

Interest Income/Expense Average Rate Average Balances (1)

Interest Income/Expense Average Rate

Interest-earning assets:

Interest-bearing deposits with banks $ 1,070,345 $ 1,401 0.26 % $ 781,404 $ 409 0.10 %

Investments in available-for-sale securities 196,237 685 0.70 — — —

7,383,365 259,722 7.04 4,849,458 156,899 6.47

Securitization investments 329,400 5,325 3.23 454,927 8,261 3.63

Related party receivables — — — 5,140 211 8.21

Total interest-earning assets 8,979,347 267,133 5.95 % 6,090,929 165,780 5.44 %

Total noninterest-earning assets 2,565,560 1,922,710

$ 11,544,907 $ 8,013,639

Liabilities, Temporary Equity and Permanent Equity

Interest-bearing liabilities:

Demand deposits $ 723,935 $ 2,927 0.81 % $ — $ — — %

Savings deposits 410,332 2,016 0.98 — — —

Time deposits 12,098 31 0.51 — — —

Total interest-bearing deposits 1,146,365 4,974 0.87 — — —

4,547,852 42,039 1.85 4,045,285 58,099 2.87

Residual interests classified as debt 72,238 2,565 7.10 112,370 4,345 7.73

Total interest-bearing liabilities 5,766,455 49,578 1.72 % 4,157,655 62,444 3.00 %

Total noninterest-bearing liabilities 602,256 576,020

Total liabilities $ 6,368,711 $ 4,733,675

Total temporary equity 320,374 2,765,858

Total permanent equity 4,855,822 514,106

Total liabilities, temporary equity and permanent equity $ 11,544,907 $ 8,013,639

Net interest income (3)

$ 217,555 $ 103,336

Net interest margin (4)

4.85 % 3.39 %

__________________

(1) Average balances were calculated on seven-month ending balances and include accrued interest.

(2) Interest income on loans measured at amortized cost includes amortization of deferred loan fees, net of deferred loan costs, of $3.7 million and $0.1 million for the six months ended June 30, 2022 and 2021, respectively.

Interest expense on debt includes debt issuance and discount expense of $8.1 million and $11.5 million during the six months ended June 30, 2022 and 2021, respectively.

(3) Net interest income is calculated as the excess of total interest income on interest-earning assets over total interest expense on interest-bearing liabilities.

(4) Net interest margin is calculated as net interest income divided by total average interest-earning assets.

SoFi Technologies, Inc.

Analysis of Changes in Net Interest Income

The following table presents period-over-period changes in net interest income and the extent to which the variance is attributable to changes in the volume of our interest-earning assets and interest-bearing liabilities or changes in the interest rates related to these assets and liabilities:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2022 vs.

Increase (Decrease) Due to Change in (1) :

($ in thousands) Volume Rate Total Variance

Increase (Decrease) Due to Change in (1) :

($ in thousands) Volume Rate Total Variance Volume Rate Total Variance

Interest income:

5 unchanged sentences

Total interest income

$ 54,847 $ 10,786 $ 65,633 $ 88,168 $ 13,185 $ 101,353

Interest expense:

3 unchanged sentences

Total interest expense

$ 6,189 $ (7,224) $ (1,035) $ 8,195 $ (21,061) $ (12,866)

Net interest income

$ 48,658 $ 18,010 $ 66,668 $ 79,973 $ 34,246 $ 114,219

___________________

(1) We calculate the change in interest income and interest expense separately for each item.

Volume and rate changes have been allocated on a consistent basis using the respective percentage changes in average balances and average rates.

SoFi Technologies, Inc.

Loan Maturity Schedule

The following table presents the maturities of our loan portfolio, as well as the separate presentation of the total amount of loans in each loan category that are due after one year that have variable rates and fixed rates:

As of March 31, 2022 (1)

As of June 30, 2022 (1)

($ in thousands) Within 1 year After 1 year through 5 years After 5 years through 15 years After 15 years Total

26 unchanged sentences

The following table presents the ratio of allowance for credit losses to total loans outstanding that are measured at amortized cost as of the dates indicated:

($ in thousands) March 31, 2022 March 31, 2021

($ in thousands) June 30, 2022 June 30, 2021

Allowance for credit losses to total loans outstanding

8 unchanged sentences

We omitted the credit ratios associated with nonaccrual loans, as the balance of nonaccrual loans was immaterial.

SoFi Technologies, Inc.

Allocation of Allowance for Credit Losses

The following table presents the allocation of the allowance for credit losses and the percentage of loans outstanding by category to total loans outstanding that are measured at amortized cost as of the dates indicated:

March 31, 2022 March 31, 2021

June 30, 2022 June 30, 2021

($ in thousands) Allowance for credit losses Percent of loans to total loans (1)

6 unchanged sentences

Analysis of Charge-offs

The following table presents information regarding average loans outstanding during the period, net charge-offs during the period, and the annualized ratio of net charge-offs to average loans outstanding.

March 31, 2022 March 31, 2021

The following tables present information regarding average loans outstanding during the period, net charge-offs during the period, and the annualized ratio of net charge-offs to average loans outstanding:

Three Months Ended June 30, 2022 Three Months Ended June 30, 2021

($ in thousands) Average Loans (1)

7 unchanged sentences

Total loans $ 7,804,416 $ 18,516 0.95 % $ 4,839,883 $ 6,896 0.57 %

Six Months Ended June 30, 2022 Six Months Ended June 30, 2021

($ in thousands) Average Loans (1)

Net Charge-offs Ratio Average Loans (1)

Net Charge-offs Ratio

Student loans $ 3,830,197 $ 5,301 0.28 % $ 2,891,535 $ 3,986 0.28 %

Home loans 157,943 — — 191,636 — —

Personal loans 3,193,601 18,451 1.16 1,745,704 12,415 1.42

143,836 7,305 10.16 18,224 — —

(1) Average balances were calculated on four-month ending balances and include accrued interest.

Commercial and consumer banking 57,788 1 — 2,359 — —

Total loans $ 7,383,365 $ 31,058 0.84 % $ 4,849,458 $ 16,401 0.68 %

___________________

(1) Average balances were calculated on four-month or seven-month ending balances and include accrued interest.

Uninsured Deposits

As of March 31, 2022, the amount of uninsured deposits totaled $75.1 million.

We did not have any deposits as of March 31, 2021.

As of June 30, 2022, the amount of uninsured deposits totaled $241.0 million.

We did not have any deposits as of June 30, 2021.

The following table presents uninsured time deposits by remaining time to maturity:

($ in thousands) March 31, 2022

($ in thousands) June 30, 2022

Uninsured Time Deposits

3 unchanged sentences

Over 12 months 62

Total $ 7,537

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information