SoFi Technologies, Inc. Prices $750 Million Convertible Senior Notes Offering Due 2029

SoFi Technologies, Inc. (“SoFi”) (NASDAQ: SOFI) today announced that it priced its private offering of 1.25% convertible senior notes due 2029 (the “notes”) in an aggregate principal amount of $750 million. The notes will be sold 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 granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date notes are first issued, up to an additional $112.5 million aggregate principal amount of notes. The issuance and sale of the notes is scheduled to settle on or about March 8, 2024, subject to customary closing conditions.

The notes will be unsecured, unsubordinated obligations of SoFi and will accrue interest at a rate of 1.25% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024. The notes will mature on March 15, 2029, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes prior to the close of business on the business day immediately preceding September 15, 2028 only under certain circumstances and during certain periods, and irrespective of those circumstances, will be convertible by the noteholders on or after September 15, 2028 until the close of business on the second scheduled trading day immediately preceding March 15, 2029. The initial conversion rate will be 105.8089 shares of SoFi’s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $9.45 per share of SoFi’s common stock, which represents a premium of approximately 30% over the last reported sale of $7.27 per share of SoFi’s common stock on March 5, 2024), subject to adjustment in certain circumstances. Upon conversion, SoFi will settle conversions by paying or delivering, as applicable, cash and, if applicable shares of SoFi’s common stock, based on the applicable conversion rate.

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.