SoFi Technologies, Inc. Announces Proposed Convertible Senior Notes Offering Due 2029

SoFi Technologies, Inc. (“SoFi”) (NASDAQ: SOFI) today announced its intention to offer, subject to market and other conditions, $750 million aggregate principal amount of convertible senior notes due 2029 (the “notes”) in a private offering only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). SoFi also intends to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $112.5 million aggregate principal amount of notes.

The notes will be unsecured, unsubordinated obligations of SoFi, will accrue interest payable semi-annually in arrears and will mature on March 15, 2029, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances into cash and, if applicable, shares of SoFi’s common stock. Upon conversion, SoFi will pay cash up to the aggregate principal amount of the notes to be converted, and pay or deliver cash, shares of its common stock or a combination of cash and shares of its common stock, at SoFi’s election, in respect of the remainder, if any, of SoFi’s conversion obligation in excess of the aggregate principal amount of the notes being converted. The notes will also be redeemable, in whole or in part, for cash at SoFi’s option at any time, and from time to time, on or after March 15, 2027 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of SoFi’s common stock exceeds 130% of the conversion price for a specified period of time and certain liquidity conditions have been satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.

SoFi intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions described below. SoFi intends to use the remainder of the net proceeds from the offering, together with cash on hand (i) to pay fees, costs and expenses relating to this offering and related transactions, (ii) to redeem its 12.5% Series 1 Preferred Stock and (iii) for general corporate purposes, which may include repayment of higher cost indebtedness. If the initial purchasers exercise their option to purchase additional notes, then SoFi intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below.