17 unchanged sentences
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, 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”.
−Removed: Based on this assessment, which excluded the operations of Technisys S.A.
−Removed: (“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.
−Removed: 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).
−Removed: 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.
−Removed: 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.
−Removed: SoFi Technologies, Inc.
+Added: Based on this assessment, 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, 2023.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, 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.
+Added: SoFi Technologies, Inc.
Changes in Internal Control over Financial Reporting
6 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at Technisys.
+Added: 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, 2023, of the Company and our report dated February 27, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
10 unchanged sentences
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;
−Removed: (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
−Removed: SoFi Technologies, Inc.
−Removed: expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: (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 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.
3 unchanged sentences
San Francisco, California
−Removed: March 1, 2023
+Added: February 27, 2024
Other Information
+Added: SoFi Technologies, Inc.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
15 unchanged sentences
See “ Index to Financial Statements ” in Part II, Item 8.
−Removed: SoFi Technologies, Inc.
(2) Financial Statement Schedules:
7 unchanged sentences
S-4 333-252009 January 11, 2021 Annex A
+Added: SoFi Technologies, Inc.
+Added: Description Form File Number Date of Filing Exhibit/Annex Number Reference
First Amendment to Agreement and Plan of Merger, dated as of March 16, 2021, by and among Social Capital Hedosophia Holdings Corp.
39 unchanged sentences
S-4 333-252009 January 11, 2021 10.17
+Added: Director Deferred Compensation Plan of SoFi Technologies, Inc., effective as of January 1, 2023
+Added: 10-Q 001-39606
Stadium Complex Cornerstone Naming Rights and Sponsorship Agreement, dated as of September 14, 2019, by and between Stadco LA, LLC and Social Finance, Inc.
S-1 333-257092 June 14, 2021 10.12
−Removed: SoFi Technologies, Inc.
−Removed: 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
−Removed: 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.
−Removed: and Goldman Sachs Bank USA, as Joint Lead Arrangers and Joint Bookrunners
−Removed: S-1 333-257092 June 14, 2021 10.13
+Added: Amended and Restated Revolving Credit Agreement, dated April 28, 2023, among SoFi Technologies, Inc., the lenders party thereto, the issuing banks party thereto and Goldman Sachs Bank USA, as administrative agent
+Added: 10-Q 001-39606
+Added: SoFi Technologies, Inc.
+Added: Description Form File Number Date of Filing Exhibit/Annex Number Reference
Office Lease One Tehama, dated as of August 6, 2018, by and between 246 First Street (SF) Owner LLC and Social Finance, Inc.
11 unchanged sentences
S-1 333-257092 June 14, 2021 10.18
−Removed: Offer Letter dated as of May 17, 2021 by and between Galileo Financial Technologies, LLC and Derek White
−Removed: S-1 333-257092 June 14, 2021 10.23
+Added: Offer Letter, dated as of June 22, 2021, by and between Social Finance, Inc.
+Added: and Chad Borton
+Added: 10-Q 001-39606
+Added: Offer Letter, dated as of April 21, 2022, by and between Social Finance, Inc.
+Added: and Jeremy Rishel
+Added: 10-Q 001-39606
+Added: Offer Letter, dated as of July 1, 2019, by and between Social Finance, Inc.
+Added: and Aaron Webster
+Added: 10-Q 001-39606
Form of Indemnification Agreement
8 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: Compensation Recovery Policy effective as of October 2, 2023
101.INS* Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
14 unchanged sentences
SoFi Technologies, Inc.
−Removed: March 1, 2023 /s/ Anthony Noto
+Added: February 27, 2024 /s/ Anthony Noto
Chief Executive Officer
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March 1, 2023.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 27, 2024.
Signatures Title
6 unchanged sentences
Steven Freiberg
−Removed: /s/ Ahmed Al-Hammadi Director
−Removed: Ahmed Al-Hammadi
−Removed: /s/ Ruzwana Bashir Director
−Removed: Ruzwana Bashir
/s/ Michael Bingle Director
Michael Bingle
−Removed: /s/ Richard Costolo Director
−Removed: Richard Costolo
+Added: /s/ Dana Green
+Added: /s/ John Hele
/s/ Clara Liang Director
4 unchanged sentences
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.