sofi-20220401


Delaware (State or other jurisdiction of incorporation)	001-39606 (Commission File Number)	98-1547291 (I.R.S. Employer Identification No.)

	234 1st Street San Francisco, California	94105
	(Address of principal executive offices)	(Zip Code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Title of each class

Trading Symbol(s)

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on which registered

Common stock, $0.0001 par value per share

SOFI

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 1, 2022, Mr. Michel Combes and Mr. Carlos Medeiros notified the Board of Directors of SoFi Technologies, Inc. ("SoFi") that they have decided not to stand for re-election as directors of SoFi. Both Mr. Combes and Mr. Medeiros are expected to continue as directors until the expiration of their respective terms at the SoFi 2022 annual shareholders meeting. The decisions of Mr. Combes and Mr. Medeiros were not the result of any disagreement with SoFi on any matter relating to the operations, policies or practices of SoFi.

In connection with the decisions of Mr. Combes and Mr. Medeiros not to stand for re-election as directors of SoFi, on April 1, 2022, Delaware Project 10 L.L.C., an affiliate of Softbank Group Corp., notified SoFi of its waiver of its and its affiliates’ rights to designate three nominees to the Board of Directors of SoFi, including one independent nominee, under Sections 3.3(a) and 3.4(a) of that certain Shareholders’ Agreement, dated May 28, 2021, by and among SoFi, SCH Sponsor V, LLC, and certain former shareholders of Social Finance, Inc. identified on the signature pages thereto (the "Shareholders' Agreement").

On April 5, 2022, Mr. Clay Wilkes notified the Board of Directors of SoFi of his resignation from service as a director of SoFi, effective immediately. The resignation of Mr. Wilkes was not the result of any disagreement with SoFi on any matter relating to the operations, policies or practices of SoFi.

In connection with Mr. Wilkes’ resignation, on April 5, 2022, Red Crow Capital, LLC notified SoFi of its waiver of its rights to designate two nominees to the Board of Directors of SoFi pursuant to the Shareholders' Agreement.

On April 6, 2022, SoFi issued a press release relating to the matters described in Item 5.02. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.


Exhibit No.						Description

99.1						Press release of SoFi Technologies, Inc., dated A pril 6 , 2022
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SoFi Technologies, Inc.

Date: April 6, 2022	By:	/s/ Christopher Lapointe
	Name:	Christopher Lapointe
	Title:	Chief Financial Officer


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))