What changed in this filing

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Item 9A. Controls and Procedures

2023-03-01 compared with 2022-03-01 · 62 added, 32 removed, 140 unchanged (40% of the section changed)

5 unchanged sentences

Management’s Annual Report on Internal Control over Financial Reporting

As discussed elsewhere in this Annual Report on Form 10-K, we completed the Business Combination on May 28, 2021.

Prior to the Business Combination, we were a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses and were not required to maintain an effective system of internal controls.

In accordance with the considerations pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations, the Company is excluding management’s report on internal control over financial reporting as of December 31, 2021 and an attestation report from our independent registered public accounting firm.

The management of SoFi Technologies, Inc.

(the “Company” or “SoFi”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.

SoFi’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S.

generally accepted accounting principles (“U.S.

The internal control over financial reporting includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP and that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors;

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Company assets that could have a material effect on the Company’s financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, based on the framework in “ Internal Control—Integrated Framework (2013) ” issued by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “2013 Framework”.

Based on this assessment, which excluded the operations of Technisys S.A.

(“Technisys”), as noted below, management, with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022.

In conducting the assessment of the effectiveness of its internal control over financial reporting as of December 31, 2022, the Company has excluded the operations of Technisys as permitted by the guidance issued by the Office of the Chief Accountant of the Securities and Exchange Commission (not to extend more than one year beyond the date of the acquisition or for more than one annual reporting period).

In conducting the assessment of the effectiveness of its disclosure controls and procedures as of December 31, 2022, the Company has excluded those disclosure controls and procedures of Technisys that are subsumed by internal control over financial reporting.

The Company’s acquisition of Technisys was completed on March 3, 2022, whose financial statements constitute 15.4% and 5.0% of net and total assets, respectively, 4.4 % of revenues, and 7.7% of net loss of the consolidated financial statement amounts as of and for the year ended December 31, 2022.

SoFi Technologies, Inc.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears in this Form 10-K.

Our independent registered public accounting firm has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting included herein.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of SoFi Technologies, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of SoFi Technologies, Inc.

and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated March 1, 2023, expressed an unqualified opinion on those financial statements.

As described in Management’s Annual Report on Internal Control over Financial Reporting , management excluded from its assessment the internal control over financial reporting at Technisys S.A.

and its consolidated subsidiaries (“Technisys”), which was acquired on March 3, 2022, and whose financial statements constitute 15.4% and 5.0% of net and total assets, respectively, 4.4 % of revenues, and 7.7% of net loss of the consolidated financial statement amounts as of and for the year ended December 31, 2022.

Accordingly, our audit did not include the internal control over financial reporting at Technisys.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting .

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

SoFi Technologies, Inc.

expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

/s/ Deloitte & Touche LLP

San Francisco, California

March 1, 2023

Other Information

16 unchanged sentences

See “ Index to Financial Statements ” in Part II, Item 8.

SoFi Technologies, Inc.

(2) Financial Statement Schedules:

Separate financial statement schedules have been omitted either because they are not applicable or because the required information is included in the consolidated financial statements.

(3) Index to Exhibits:

28 unchanged sentences

Description of Registered Securities

10-K 001-39606 March 1, 2022 4.5

Form of Confirmation for Capped Call Transactions

8-K 001-39606 October 4, 2021 10.1

Description Form File Number Date of Filing Exhibit/Annex Number Reference

2021 Stock Option and Incentive Plan of SoFi Technologies, Inc.

and forms of agreement thereunder.

8-K 001-39606 June 4, 2021 10.2

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

10-Q 001-39606 November 9, 2022 10.1

Form of Subscription Agreement, by and between the Registrant and the undersigned subscriber party thereto

13 unchanged sentences

S-1 333-257092 June 14, 2021 10.12

SoFi Technologies, Inc.

Description Form File Number Date of Filing Exhibit/Annex Number Reference

First Amendment to Stadium Complex Cornerstone Naming Rights and Sponsorship Agreement

10-Q 001-39606 November 9, 2022 10.2

Revolving Credit Agreement, dated as of September 27, 2018, among Social Finance, Inc., as the Borrower, the Lenders party thereto, the Issuing Banks party thereto, Goldman Sachs Bank USA, as the Administrative Agent, and Citibank, N.A.

14 unchanged sentences

S-1 333-257092 June 14, 2021 10.18

Offer Letter dated as of March 27, 2018 by and between Social Finance, Inc.

and Michelle Gill

S-1 333-257092 June 14, 2021 10.19

Offer Letter dated as of May 15, 2019 by and between Social Finance, Inc.

and Jennifer Nuckles

S-1 333-257092 June 14, 2021 10.20

Executive Vice President Promotion Letter dated as of March 6, 2020 by and between Social Finance, Inc.

and Jennifer Nuckles

S-1 333-257092 June 14, 2021 10.21

Offer Letter dated as of May 17, 2021 by and between Galileo Financial Technologies, LLC and Derek White

2 unchanged sentences

8-K 001-39606 June 4, 2021 10.1

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

List of Subsidiaries of the Registrant

2 unchanged sentences

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

Description Form File Number Date of Filing Exhibit/Annex Number Reference

Certification of Chief Executive Officer pursuant to 18 U.S.C.

15 unchanged sentences

Form 10-K Summary.

SoFi Technologies, Inc.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SoFi Technologies, Inc.

March 1, 2022 By:

/s/ Anthony Noto

March 1, 2023 /s/ Anthony Noto

Chief Executive Officer

14 unchanged sentences

Michael Bingle

/s/ Michel Combes Director

Michel Combes

/s/ Richard Costolo Director

1 unchanged sentence

/s/ Clara Liang Director

/s/ Carlos Medeiros Director

Carlos Medeiros

/s/ Harvey Schwartz Director

Harvey Schwartz

/s/ Clay Wilkes Director

/s/ Magdalena Yeşil Director

1 unchanged sentence

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-K

Item 9A. Controls and Procedures