Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K and designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Management’s Annual Report on Internal Control over Financial Reporting
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. GAAP”).
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; and
• 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, 2025, 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, 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, 2025.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, 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.
Attestation
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.
233
SoFi Technologies, Inc.
TABLE OF CONTENTS
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, 2025, 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, 2025, 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, 2025, 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, 2025, of the Company and our report dated February 17, 2026, expressed an unqualified opinion on those financial statements.
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 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. 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.
/s/ Deloitte & Touche LLP
San Francisco, California
February 17, 2026
234
SoFi Technologies, Inc.
TABLE OF CONTENTS
Item 9B. Other Information
Trading Arrangements
During the 3 months ended December 31, 2025, no Company director or officer (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 is incorporated herein by reference from the Company’s definitive proxy statement for our 2026 Annual Meeting of Stockholders (the “Proxy Statement”), which will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of our 2025 fiscal year.
The Registrant has a code of business conduct and ethics that applies to all of its employees, officers and directors. The code of business conduct and ethics is available on the Registrant’s website at www.sofi.com and the Registrant will post any amendments to, or waivers from, the code of business conduct and ethics on that website.
Item 11. Executive Compensation
The information required by Item 11 is incorporated herein by reference from the Company’s Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of our 2025 fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 is incorporated herein by reference from the Company’s Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of our 2025 fiscal year.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is incorporated herein by reference from the Company’s Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of our 2025 fiscal year.
Item 14. Principal Accounting Fees and Services
The information required by Item 14 is incorporated herein by reference from the Company’s Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of our 2025 fiscal year.
Part IV
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this report:
(1) Financial Statements:
See “ Index to Financial Statements ” in Part II, Item 8.
(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.
235
SoFi Technologies, Inc.
TABLE OF CONTENTS
(3) Index to Exhibits:
The following exhibits are filed herewith, or were previously filed and are hereby incorporated by reference.
Exhibit No. Description Form File Number Date of Filing Exhibit/Annex Number Reference
2.1 +
Agreement and Plan of Merger, dated as of January 7, 2021, by and among Social Capital Hedosophia Holdings Corp. V, Plutus Merger Sub Inc. and Social Finance, Inc.
S-4 333-252009 January 11, 2021 Annex A
2.2
First Amendment to Agreement and Plan of Merger, dated as of March 16, 2021, by and among Social Capital Hedosophia Holdings Corp. V, Plutus Merger Sub Inc. and Social Finance, Inc.
8-K 001-39606 March 16, 2021 2.1
2.3
Agreement and Plan of Merger and Reorganization, dated as of April 6, 2020, by and among Social Finance, Inc., SFI Acquisition Co., Inc., SFI Financial Technologies LLC, and Shareholder Representative Services LLC
S-1 333-257092 June 14, 2021 2.3
2.4 +
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
3.1
Certificate of Incorporation of SoFi Technologies, Inc.
8-K 001-39606 June 4, 2021 3.1
3.2
By-Laws of SoFi Technologies, Inc.
8-K 001-39606 June 4, 2021 3.2
4.1
Specimen Common Stock Certificate of SoFi Technologies, Inc.
S-4/A 333-252009 February 10, 2021 4.6
4.2*
Description of Registered Securities
4.3
Indenture, dated as of October 4, 2021, between SoFi Technologies, Inc. and U.S. Bank National Association, as Trustee
8-K 001-39606 October 4, 2021 4.1
4.4
Form of Note representing the 0.00% Convertible Senior Notes due 2026 (included as Exhibit A)
8-K 001-39606 October 4, 2021 4.2
4.5
Indenture, dated as of March 8, 2024, between SoFi Technologies, Inc. and U.S. Bank National Association, as Trustee
8-K 001-39606 March 8, 2024 4.1
4.6
Form of Certificate representing the 1.25% Convertible Senior Notes due 2029 (included as Exhibit A)
8-K 001-39606 March 8, 2024 4.2
10.1
Form of Confirmation for Capped Call Transactions
8-K 001-39606 October 4, 2021 10.1
10.2
Form of Confirmation for Capped Call Transactions
8-K 001-39606 March 8, 2024 10.1
10.3
Form of Unwind Agreement
8-K 001-39606 March 8, 2024 10.2
10.4
Shareholders’ Agreement, dated as of May 28, 2021, by and among the Registrant, SCH Sponsor V LLC, and the parties identified on the signature pages thereto
8-K 001-39606 June 4, 2021 10.4
10.5
Amended and Restated Registration Rights Agreement, dated as of May 28, 2021, by and among the Registrant, SCH Sponsor V LLC, certain former stockholders of Social Finance, Inc., as set forth on Schedule 1 thereto, Jay Parikh, Jennifer Dulski and the parties set forth on Schedule 2 thereto
8-K 001-39606 June 4, 2021 10.5
10.6 †
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
10.7
First Amendment to Stadium Complex Cornerstone Naming Rights and Sponsorship Agreement
10-Q 001-39606 November 9, 2022 10.2
10.8
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
10-Q 001-39606
May 10, 2023
10.2
10.9
Office Lease One Tehama, dated as of August 6, 2018, by and between 246 First Street (SF) Owner LLC and Social Finance, Inc.
S-1 333-257092 June 14, 2021 10.14
10.10
First Amendment to Office Lease One Tehama, dated as of March 28, 2019, by and between 246 First Street (SF) Owner LLC and Social Finance, Inc.
S-1 333-257092 June 14, 2021 10.15
236
SoFi Technologies, Inc.
TABLE OF CONTENTS
Exhibit No. Description Form File Number Date of Filing Exhibit/Annex Number Reference
10.11 *
Second Amendment to Office Lease One Tehama, dated as of June 18, 2021 , by and between Bell Sound USA, LLC and Social Finance , I nc.
10.12 *
Third Amendment to Office Lease One Tehama, dated as of October 27, 2025 , by and between Bell Sound USA , LLC and Social Finance LLC
10.13 ‡
Form of Indemnification Agreement
8-K 001-39606 June 4, 2021 10.1
10.14 ‡
Social Finance, Inc. 2011 Stock Plan and forms of agreements thereunder
S-4 333-252009 January 11, 2021 10.17
10. 15 ‡*
Amended and Restated 2021 Stock Option and Incentive Plan and forms of agreement thereunder
10.16 ‡
Director Deferred Compensation Plan of SoFi Technologies, Inc., effective as of January 1, 2023
10-Q 001-39606
May 10, 2023
10.1
10.17 ‡
SoFi Technologies, Inc. 2024 Employee Stock Purchase Plan, amended August 14, 2025
10-Q 001-39606
November 6, 2025
10.1
10.18 ‡
Form of Performance Stock Unit Award Agreement Under the Amended and Restated 2021 Stock Option and Incentive Plan for SoFi Technologies, Inc.
10-Q 001-39606 May 7, 2024 10.3
10.19 ‡
SoFi Technologies, Inc. Executive Severance Plan
10-Q 001-39606 August 6, 2024
10.1
10.20 ‡
Form of Offer Letter Amendment for Executive Officers
10-Q 001-39606 November 7, 2024
10.1
10.21 ‡
Amended and Restated Offer of Employment Letter dated as of February 26, 2018 by and between Social Finance, Inc. and Anthony Noto
S-1 333-257092 June 14, 2021 10.16
10.22 ‡
Offer Letter dated as of May 29, 2018 by and between Social Finance, Inc. and Christopher Lapointe
S-1 333-257092 June 14, 2021 10.17
10.23 ‡
CFO Promotion Letter dated as of September 14, 2020 by and between Social Finance, Inc. and Christopher Lapointe
S-1 333-257092 June 14, 2021 10.18
10. 24 ‡*
Advisor Agreement dated as of January 5, 2026 by and between SoFi Technologies, Inc. and Stephen Simcock
19.1 *
SoFi Technologies, Inc. Securities Trading and Section 16 Compliance Policy
21 *
List of Subsidiaries of the Registrant
23 *
Consent of Independent Registered Public Accounting Firm
31.1 *
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 *
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 *
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
Compensation Recovery Policy effective as of October 2, 2023
10-K 001-39606 February 27, 2024 97.1
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
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
237
SoFi Technologies, Inc.
TABLE OF CONTENTS
Exhibit No. Description Form File Number Date of Filing Exhibit/Annex Number Reference
104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
__________________
* Filed herewith.
+ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) or 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
† Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.
‡ Indicates a management contract or compensatory plan.
Item 16. Form 10-K Summary
None.
238
SoFi Technologies, Inc.
TABLE OF CONTENTS
SIGNATURES
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.
Date: February 17, 2026 /s/ Anthony Noto
Anthony Noto
Chief Executive Officer
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 17, 2026.
Signatures Title
/s/ Anthony Noto Chief Executive Officer
Anthony Noto Principal Executive Officer and Director
/s/ Christopher Lapointe Chief Financial Officer
Christopher Lapointe Principal Financial Officer and Principal Accounting Officer
/s/ Tom Hutton Chairman of the Board of Directors
Tom Hutton
/s/ Steven Freiberg Vice Chairman of the Board of Directors
Steven Freiberg
/s/ Ruzwana Bashir Director
Ruzwana Bashir
/s/ William Borden Director
William Borden
/s/ Dana Green Director
Dana Green
/s/ John Hele Director
John Hele
/s/ Clara Liang Director
Clara Liang
/s/ Gary Meltzer Director
Gary Meltzer
/s/ Magdalena Yeşil Director
Magdalena Yeşil
239