On behalf of our Board of Directors, I cordially invite you to attend our 20232024 annual meeting of stockholders, which will be held virtually on Wednesday, June 14, 2023,Tuesday, May 21, 2024, commencing at 7:00 a.m., Pacific Time (10:00 a.m., Eastern Time). The meeting can be accessed by visiting www.virtualshareholdermeeting.com/SOFI2023,SOFI2024, where you will be able to listen to the meeting live, submit questions and vote online. The matters to be acted upon at the meeting are described in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

Your vote on the business to be considered at the meeting is important, regardless of the number of shares you own. Whether or not you plan to participate in the virtual meeting, please submit your proxy or voting instructions using one of the voting methods described in the accompanying Proxy Statement so that your shares may be represented at the meeting. Submitting your proxy or voting instructions by any of these methods will not affect your right to participate in the virtual meeting and to vote your shares at the meeting if you wish to do so.

We look forward to your participation.

We invite you to attend the SoFi 20232024 Annual Meeting of Stockholders (“20232024 Annual Meeting”), which will be held virtually at 7:00 a.m., Pacific Time (10:00 a.m., Eastern Time), on Wednesday, June 14, 2023.Tuesday, May 21, 2024. Additional details regarding the 20232024 Annual Meeting are included below and we encourage you to participate in the virtual meeting.

We are furnishing this Proxy Statement on behalf of the Board of Directors of SoFi Technologies, Inc., a Delaware Corporation, for use at our 20232024 Annual Meeting of Stockholders or any adjournment or postponement thereof (the “2023“2024 Annual Meeting”), for the purposes set forth below and in the accompanying Notice of 20232024 Annual Meeting of Stockholders. The 20232024 Annual Meeting will be held virtually at 7:00 a.m., Pacific Time (10:00 a.m., Eastern Time), on Wednesday, June 14, 2023.Tuesday, May 21, 2024. The 20232024 Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/SOFI2023,SOFI2024, where you will be able to listen to the 20232024 Annual Meeting live, submit questions and vote online.

As used in this Proxy Statement, the terms “SoFi”, the “Company”, “we”, “us”, and “our”, and similar references refer to SoFi Technologies, Inc. and the term “Board of Directors” refers to SoFi’s Board of Directors. The term “Social Finance” refers to Social Finance, LLC (formerly Social Finance, Inc.).

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, websites referenced in this Proxy Statement is not intended to be incorporated by reference into this Proxy Statement, and references to our website address in this Proxy Statement are inactive textual references only.

If you received a Notice by mail, you will not receive paper copies of the proxy materials in the mail unless you request them. If you received a Notice by mail and would like to receive a printed copy of the materials, please follow the instructions on the Notice for requesting the materials, and we will promptly mail the materials to you.

In addition, by following the instructions in the Notice, you may request to receive future proxy materials on an ongoing basis (i) electronically by e-mail or (ii) in printed form by mail. Choosing to receive future proxy materials by e-mail will save the Company the cost of printing and mailing documents to stockholders and will reduce the impact of annual meetings on the environment. Your election to receive proxy materials by e-mail or by mail will remain in effect until you terminate it.

If you are a stockholder of record, Broadridge is sending these proxy materials to you directly. If you hold shares in street name, these materials are being sent to you by the bank, broker or other agent through which you hold your shares.

The 20232024 Annual Meeting will be held as a virtual meeting. To access the meeting, you will need the 16-digit control number provided with your proxy materials. We encourage you to access the 20232024 Annual Meeting before the start time of 7:00 a.m., Pacific Time.Time (10:00 a.m., Eastern Time). Please allow ample time for online check-in, which will begin at 6:45 a.m., Pacific Time.Time (9:45 a.m., Eastern Time).

The 20232024 Annual Meeting will be a virtual meeting of stockholders where stockholders will participate by accessing a website using the internet. There will not be a physical meeting location. We believe that hosting a virtual meeting will facilitate stockholder attendance and participation at our 20232024 Annual Meeting by enabling stockholders to participate remotely from any location around the world. Our virtual meeting will be governed by our rules of conduct and procedures that will be posted at https://investors.sofi.com in advance of the 20232024 Annual Meeting.

We have designed the virtual 20232024 Annual Meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting. In order to encourage stockholder participation and transparency, subject to our rules of conduct and procedures, we will:

We plan to have a question and answer session at the 20232024 Annual Meeting and will include as many stockholder questions as our rules of conduct and procedures and the allotted time permits. Stockholders may submit questions that are relevant to our business in advance of the 20232024 Annual Meeting as well as live during the 20232024 Annual Meeting. If you are a stockholder, you may submit a question in advance of the meeting at www.proxyvote.com after logging in with the 16-digit control number provided with your proxy materials. Questions may be submitted during the 20232024 Annual Meeting through www.virtualshareholdermeeting.com/SOFI2023.SOFI2024.

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note Internet Explorer is not a supported browser.

If you encounter any difficulties accessing the virtual 20232024 Annual Meeting during the check-in or meeting time, please call the phone number displayed on the virtual meeting website on the meeting date.

You may vote using any of the following methods:

The internet and telephone voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. Stockholders voting by internet or telephone should understand that, while we and Broadridge do not charge any fees for voting by internet or telephone, there may nevertheless be costs, such as usage charges from internet access providers and telephone companies, that must be borne by the stockholder.

Yes. You can change your vote or revoke your proxy at any time before the 20232024 Annual Meeting by:

Simply attending the 2024 Annual Meeting will not cause your previously granted proxy to be revoked.

If you are an owner of shares held in street name, please follow the instructions from your broker, bank or other agent.

If you properly submit your proxy by internet, telephone or mail, and you do not subsequently revoke your proxy, your shares of stock will be voted in accordance with your instructions.

If you sign, date and return your proxy card, but do not give voting instructions, your shares of stock will be voted as follows: FOR the election of each of our director nominees, FOR the non-binding advisory approval of our 20222023 compensation of our named executive officers as disclosed in this Proxy Statement, FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our year ending December 31, 2023,2024, FOR the approval of an amendment to our Certificate of Incorporation to grant our Board of Directors discretionary authority to effect a reverse stock splitthe SoFi Technologies, Inc. 2024 Employee Stock Purchase Plan, and otherwise in accordance with the judgment of the persons voting the proxy on any other matter properly brought before the 20232024 Annual Meeting.

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange, which are also applicable to Nasdaq-listed companies, brokers, banks and other securities intermediaries that are subject to New York Stock Exchange rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under New York Stock Exchange rules but not with respect to “non-routine” matters. For example, ProposalsProposal 3 and 4 will be considered a “routine” matters.matter. If you do not return voting instructions to your broker, bank or other agent by its deadline, your shares may be voted

A broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owners of the shares and the broker, bank or other agent cannot vote the shares because the matter is

A quorum is the minimum number of shares required to virtually attend or be represented by proxy at the 20232024 Annual Meeting for the meeting to be properly held and business to be conducted at the meeting in accordance with our bylaws and Delaware law. If there is no quorum at the 20232024 Annual Meeting, the chairperson of the 20232024 Annual Meeting may adjourn the meeting from time to time to reconvene at the same or some other place until a quorum shall attend. The presence, in person virtually or by proxy, of the holders of a majority of the voting power of all outstanding shares of the Company entitled to vote generally in the election of directors will constitute a quorum at the meeting. As of the record date, there were a total of 941,683,2861,056,491,365 shares of Common Stock and 3,234,000 shares of Redeemable Preferred Stock outstanding, which means that 472,458,644529,862,683 shares of stock must be represented virtually or by proxy at the 20232024 Annual Meeting to have a quorum. Votes withheld, abstentions and broker non-votes will also be counted towards the quorum requirement.

Our directors, employees and Morrow Sodali, our proxy solicitor, may solicit proxies for use at the 20232024 Annual Meeting in person, by telephone or by other means of communication. Directors and employees will not be

All expenses associated with this solicitation, including the cost of preparing, assembling, printing, filing, mailing and otherwise distributing the Notice or proxy materials and soliciting votes for use at the 20232024 Annual Meeting will

If possible, we will announce preliminary voting results at the 20232024 Annual Meeting. We will also disclose final voting results on a Current Report on Form 8-K that we expect to file with the SEC within four business days after the 20232024 Annual Meeting. If final voting results are not available to us in time to file a Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

To be considered for inclusion in next year’s proxy materials, pursuant to Rule 14a-8 promulgated under the Exchange Act of 1934, as amended (the “Exchange Act”), a stockholder proposal must be submitted in writing by December 30, 2023,9, 2024, to the attention of the Company Secretary at 234 1st Street, San Francisco, California 94105. We also encourage you to submit a copy of any such proposals via email to legalnotices@sofi.org. To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 15, 2024.March 22, 2025.

In the event that the number of directors to be elected to our Board of Directors at the 20242025 annual meeting of stockholders is greater than the number of directors whose terms expire on the date of the 20242025 annual meeting of stockholders and there is no public announcement naming all of the nominees for the additional directors to be elected or specifying the size of the increased Board of Directors before the close of business on the 100th day prior to the anniversary date of the immediately preceding annual meeting of stockholders, or March 6, 2024,February 10, 2025, a stockholder’s notice shall also be considered timely, but only with respect to nominees for the additional directorships created by such increase that are to be filled by election at the 20242025 annual meeting of stockholders, if it shall be received by the Company Secretary at the principal executive offices of SoFi not later than the close of business on the 10th day following the date on which such public announcement was first made by SoFi.

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials with respect to two or more stockholders

This year, a number of brokers with account holders who are SoFi stockholders will be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or write to us at the following address or email address or call us at the following phone number:

Our Board of Directors presently consists of 10eleven (11) directors and there are 11eleven (11) nominees for directorships to be elected at the 20232024 Annual Meeting. Our directors are elected annually for a one-year term expiring at the Annual Meeting of Stockholders in the following year. Each director will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation, or removal.

Our Nominating and Corporate Governance Committee values diversity in director nominations. Our Nominating and Corporate Governance Committee charter provides that it will specifically direct any individuals assisting with recruitment to seek out potential candidates of gender and racial diversity to ensure that the committee has considered a full array of qualified candidates. In considering diversity, we consider, among other things, diversity of viewpoints, backgrounds and experience. Our Nominating and Corporate Governance Committee evaluates possible candidates in detail and suggests individuals to be evaluated in more depth.

At the 20232024 Annual Meeting, our stockholders will be asked to elect the 11eleven (11) director nominees set forth below for a one-year term expiring at the 20242025 annual meeting of stockholders. While our Board of Directors does not anticipate that any of the director nominees will be unable to stand for election as a director nominee at the 20232024 Annual Meeting, if that occurs, proxies will be voted in favor of such other person or persons who are recommended by our Nominating and Corporate Governance Committee and designated by our Board of Directors as a substitute nominee or nominees. Under our corporate governance guidelines, directors are expected to attend annual meetings except if unusual circumstances make attendance impractical. We expect that all of our directors will virtually attend the 20232024 Annual Meeting.

All the director nominees other than Mr. Hele,currently are currently members of our Board of Directors and Mr. Hele will be a member of our Board of Directors beginning May 1, 2023. All the director nominees have been recommended for re-election by our Nominating and Corporate Governance Committee and approved and nominated for re-election by our Board of Directors and all the director nominees have consented to serve if elected. Mr. Al-Hammadi was designated as the nominee of QIA FIG Holding LLC and Mr. Bingle was designated as the nominee of Silver Lake Partners and Mr. Costolo and Ms. Bashir were designated as the nominees of SCH Sponsor pursuant to our Certificate of Incorporation and the Shareholders’ Agreement as described below. Ms. Bashir, a former nominee of SCH Sponsor when SCH Sponsor held designation rights pursuant to the Certificate of Incorporation and Shareholders’ Agreement, was subsequently recommended as a director nominee by the Nominating and Corporate Governance Committee following the cessation of SCH Sponsor’s designation rights as described in “Certain Relationships and Related Person Transactions.” Ms. Green was recommended to the Company by a third-party search firm and then evaluated and interviewed by members of the Nominating and

Mr. Noto has served as our Chief Executive Officer and as a member of our Board of Directors since May 2021. Mr. Noto served in the same capacities at Social Finance from February 2018 until May 2021. Before joining SoFi, Mr. Noto served as Twitter’s (now known as X) Chief Operations Officer, a digital/mobile information network, from 2016 to 2017 and as Twitter’s Chief Financial Officer from 2014 to 2017. Previously, Mr. Noto served for almost four years as co-head of Global Technology, Media and Telecom Investment Banking at Goldman Sachs, a multinational investment bank, from 2010 to 2014. Mr. Noto spent nearly three years aswas the Chief Financial Officer of the National Football League from 2008 to 2010. Mr. Noto holds a bachelor of science from the U.S. Military Academy and a master of business administration from the University of Pennsylvania’s Wharton School. We believe Mr. Noto is qualified to serve in the capacity of Chief Executive Officer and as a member of our Board of Directors because of his extensive experience in the technology and financial services sectors in both operating and financial leadership capacities.

Mr. Hutton has served as the Chairman of our Board of Directors since May 2021. Mr. Hutton was previously the Chairman of the Social Finance Board of Directors from September 2017 to May 2021 and a director of Social Finance from June 2012November 2011 until May 2021. Mr. Hutton previously served as interim Chief Executive Officer of Social Finance from September 2017 to March 2018. Mr. Hutton has served as the Managing Partner of Thompson Hutton, LLC, an investment management firm, since 2000. He also founded and has served as Managing Partner of XL Innovate fund, a venture capital fund, since 2000.2015. Mr. Hutton has previously served as a Boardboard member of Lemonade Inc. (NYSE: LMND), Safeco Insurance, Montpelier Re Holdings and XL Group. Mr. Hutton holds a bachelor of arts and master of science from Stanford University and a master of business administration from Harvard Business School. We believe that Mr. Hutton is qualified to serve as a member of our Board of Directors because of his experience as a director and Audit Committee Chairman of public companies and his knowledge of the fintech industry.

Mr. Freiberg has served as the Vice Chairman of our Board of Directors since May 2021. Mr. Freiberg was previously the Vice Chairman of the Social Finance Board of Directors from September 2017 to May 2021 and a director of Social Finance from March 2017 until May 2021. Mr. Freiberg served as a senior advisor to Social

Mr. Al-Hammadi has served as a member of our Board of Directors since May 2021 and as a director on the Social Finance Board of Directors from May 2019 until May 2021. Mr. Al-Hammadi serves as the Director General of the General Retirement & Social Insurance Authority, a position he has held since August 2023. Mr. Al-Hammadi previously served as Chief Investment Officer, Europe, Russia and Turkey for Qatar Investment Authority (“QIA”), the sovereign wealth fund of the State of Qatar, a position he has held sincefrom April 2020.2020 to August 2024. He previously served as Head of Active Investments of QIA, from May 2015 to April 2020. Prior to joining QIA, Mr. Al-Hammadi worked at EFG-Hermes, a regional asset manager, and before that at the consulting firm Booz & Co. where he advised financial services clients on strategy, private equity investment opportunities, and organization structures. He ishas also served as a board member of Heathrow Airport Holding Limited since 2018 and Borsa Istanbul andsince 2021. He has also served as vice-chairman of Qatar Electricity and Water.Water Company since April 2023 and as chairman of the United Development Company since September 2023. Mr. Al-Hammadi was named a Young Global Leader by the World Economic Forum in 2019. Mr. Al-Hammadi holds a bachelor of science from the University of Pennsylvania’s Wharton School and a master of business administration from Harvard Business School. We believe that Mr. Al-Hammadi is qualified to serve as a member of our Board of Directors because of his experience advising companies with respect to business strategy.

Ms. Bashir has served as a member of our Board of Directors since June 2021. Ms. Ruzwana is the co-founder, Chief Executive Officer and a board member of Peek.com, an experiences booking software and marketplace, since 2012. Ms. Bashir was previously the Director of Marketing and Business Development at Artsy, an online art brokerage, from 2010 to 2011. Ms. Bashir also worked in Strategy and Business Development at Gilt Groupe, an online shopping company, in 2010. She was also an analyst in the real estate private equity group of The Blackstone Group, an investment firm, from 2006 to 2009, and worked in investment banking at Goldman Sachs in 2005. Ms. Bashir holds a bachelor of arts from University of Oxford and a master of business administration from Harvard Business School. We believe that Ms. Bashir is qualified to serve as a member of our Board of Directors because of her experience advising companies with respect to business strategy and leading a technology company.

Mr. Bingle has served as a member of our Board of Directors since May 2021 and as a director on the Social Finance Board of Directors from March 2017 until May 2021. Mr. Bingle is Vice Chairman at Silver Lake, a global technology investment firm, and has been with Silver Lake since 2000. Mr. Bingle has been a private equity investor for over 20 years, and he has invested in numerous fintech companies. Prior to joining Silver Lake, Mr. Bingle was a principal at Apollo Management, L.P. and worked in the Investment Banking Division of Goldman Sachs & Co. He has also served as a board member of N-able, Inc. since July 2021 (NYSE: NABL) and is currently a board member of Achievers Holdings, Inc. and Blackhawk Network Holdings, Inc. He previously served as a board member of Ameritrade Holding Corporation (NYSE: AMTD), Gartner, Inc. (NYSE: IT), SolarWinds

Mr. Hele will joinhas served as a member of our Board of Directors onsince May 1, 2023. Mr. Hele is Presidenthas served as Executive Chairman to Portage AI Inc., an AI technology company, since September 2023 and Chief Operating Officeras Chairman and Advisor to Resolution Re Limited, a reinsurer of Resolution Life Group Holdings, a closed block life insurance, company.since July 2023. Prior to beginning histhese current role with Resolution Life Group Holdings in February 2019,roles, Mr. Hele served as a Board Member of Resolution Life Group Holdings, a closed block life insurance company, from October 2018 to February 2019.2019, as Chief Operating Officer from February 2019 to March 2023 and as President from February 2019 to June 2023. Prior to joining Resolution Life Group Holdings, Mr. Hele served as Chief Financial Officer and Executive Vice President of MetLife, Inc. (NYSE: MET), a global provider of insurance, annuities and employee benefit programslife insurer, from September 2012 to September 2019, and he has held various senior positions in the insurance industry, including as a Member of the Executive Board and Chief Financial Officer at ING Groep NV, and Chief Financial Officer, Treasurer and Executive Vice President for Arch Capital Group Ltd. Bermuda, and he spent 11 years at Merrill Lynch & Co. in the investment banking, financial institutions group. Mr. Hele holds a bachelor of mathematics from University of Waterloo and is a Fellow of the Society of Actuaries, a Fellow of the Canadian Institute of Actuaries, and Societya Member of the American Academy of Actuaries. We believe that Mr. Hele is qualified to serve as a member of our Board of Directors because of his experience leading large financial institutions.

Ms. Liang has served as a member of our Board of Directors since May 2021 and as a director on the Social Finance Board of Directors from October 2019 until May 2021. Ms. Liang is Business LeadHead of Strategy & Operations at Stripe, a financial services company. Prior to joining Stripe in January 2022, Ms. Liang was with Airbnb, Inc. (“Airbnb”) (NASDAQ: ABNB), a community of millions of hosts who offer travel experiences in 220 countries and regions around the world, for over five years, most recently serving as Vice President and General Manager, International and Commercial Operations. Prior to joining Airbnb, Ms. Liang served as Chief Product Officer at Jive Software, a provider of communication and collaboration products, and spent 11 years at International Business Machines Corporation (NYSE: IBM) in a number of technology and professional services roles. Ms. Liang has served as a board member of Navan since September 2022. Ms. Liang holds a bachelor of science in Symbolic Systems from Stanford University and a master of science in technology commercialization from the University of Texas at Austin. We believe that Ms. Liang is qualified to serve as a member of our Board of Directors because of her experience leading and scaling global technology companies.

A plurality of the votes cast, which requires at least one “For” vote, with nominees receiving the most “For” votes elected. “Withhold” votes and broker non-votes, if any, will have no effect.

Our Board of Directors will establish the authorized number of directors from time to time by resolution. The size of our Board of Directors consists ofhas been fixed at eleven (11) members. Each director will continue to serve as a director until the election and qualification of their successor, or until their earlier death, resignation, or removal.

Pursuant to the Shareholders’ Agreement, dated as of May 28, 2021, by and among us, SCH Sponsor V LLC (“SCH Sponsor”), and the parties identified on the signature pages thereto (“Shareholders’ Agreement”), certain stockholders have the right to designate seats on our Board of Directors. One board seat is designated by QIA FIG Holding LLC (“QIA FIG”) and is currently filled by Mr. Al-Hammadi. An additional board seat is designated by Silver Lake Partners (“Silver Lake”) and is currently filled by Mr. Bingle. Each of QIA FIG and Silver Lake have the right to designate a board seat for so long as the relevant existing investor holds in the aggregate an amount of SoFi shares equal to (i) at least 50% of its percentage ownership of SoFi immediately following the closing of the transactions contemplated by the merger agreement, dated January 7, 2021, between Social Finance Inc. and SCH Sponsor (the “Closing”) minus any of such existing investor’s shares of SoFi repurchased by SoFi pursuant to the Shareholders’ Agreement, or (ii) at least 5% of the then issued and outstanding shares of SoFi.

SCH Sponsor haspreviously had the right to designate (a) two board seats for so long as it or its affiliated funds holdheld in the aggregate an amount of SoFi shares equal to at least 50% of its percentage ownership of SoFi immediately following the Closing, or (b) in the event the threshold set forth in (a) iswas not met, one board seat for so long as SCH Sponsor or its affiliated funds holdheld in the aggregate either (x) an amount of SoFi shares equal to at least 25% of its percentage ownership of SoFi immediately following the Closing or (y) at least 5% of the then issued and outstanding shares of SoFi. Mr. Costolo and Ms. Bashir werewas designated as the nomineesnominee of SCH Sponsor and its affiliated funds.funds when SCH Sponsor had such nominee designation rights.

On April 5, 2022, Red Crow Capital, LLC notified SoFi of its waiver of its rights to designate nominees to our Board of Directors pursuant to the Shareholders' Agreement. On April 1, 2022, Delaware Project 10 L.L.C., an affiliate of SoftBank Group Corp., notified us of its waiver of its and its affiliates’ rights to designate nominees to our Board of Directors pursuant to the Shareholders’ Agreement.

When considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable our Board of Directors to satisfy its oversight responsibilities effectively in light of its business and structure, our Board of Directors expects to focus primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.

The below table presents self-identified diversity metrics of our Board of Directors as of April 28, 2023.8, 2024.

In 2022,2023, our Board of Directors met ninefourteen times. AllIn 2023, no member of our directorsBoard of Directors other than Mr. Costolo attended at leastfewer than 75% of the aggregate of (i) the total number of meetings of the Board of Directors held(held during the period infor which he or she was a director,director) and each of our directors attended at least 75% of(ii) the total number of meetings held by all committees of the Board of Directors on which he or she served.such director served (held during the period that such director served). Mr. Costolo attended approximately 73% of such aggregate.

Our Board of Directors has an independent chair (“Chair”), Mr. Hutton, who has authority, among other things, to preside at all meetings of the stockholders and the Board of Directors. Accordingly, the Chair has substantial ability to shape the work of the Board of Directors. We believe that separation of the positions of the Chair and Chief Executive Officer reinforces the independence of the Board of Directors in its oversight of the Company and creates an environment that is more conducive to objective evaluation and oversight of management’s performance.

As a result of our Common Stock being listed on The Nasdaq Global Select Market (“Nasdaq”), we must comply with the applicable rules of such exchange in determining whether a director is independent. We have determined that each of Tom Hutton, Steven Freiberg, Ahmed Al-Hammadi, Ruzwana Bashir, Michael Bingle, Richard Costolo,Steven Freiberg, Dana Green, John Hele, Tom Hutton, Clara Liang, Harvey Schwartz, and Magdalena Yeşil qualifies as “independent” as defined under applicable SEC rules and Nasdaq listing standards. Harvey Schwartz will qualifyIn making such independence determinations, our Board of Directors considered the relationships that each non-employee director has with us and all other facts and circumstances that our Board of Directors deemed relevant in determining such director’s independence, including the beneficial ownership of our capital stock by each non-employee director as “independent” as defined under applicable SEC rules and Nasdaq listing standardswell the consideration that Mr. Freiberg's son is employed in May 2023.a non-executive capacity by the Company.

In carrying out its risk oversight responsibilities, our Board of Directors reviews the long- and short-term internal and external risks facing the Company through its participation in long-range strategic planning, and ongoing reports from various Board of Directors standing committees that address risks inherent in their respective areas of oversight. Both the Board of Directors as a whole and the various standing committees receive periodic reports from the head of risk management, as well as incidental reports as matters may arise. It is the responsibility of the committee chairs to report findings regarding material risk exposures to our Board of Directors as quickly as possible. On a regular basis, key risks and potential new or emerging risks are discussed with senior management and further addressed with our Risk Committee and our Board of Directors, as necessary. We also have a Chief Compliance Officer thatwho assists management in overseeing the Company’s regulatory and legal compliance and reports to our General Counsel. On an ongoing basis, the Board of Directors and management identify key long- and short-term risks, assess their potential impact and likelihood, and, where appropriate, implement operational measures and controls or purchase insurance coverage in order to help ensure adequate risk mitigation.

Sustainable business practices are embedded in our day-to-day operations, which we believe improve our profitability and support long-term value creation for our stockholders. We plan to publishIn the fourth quarter of 2023, we published our first ESG report, in 2023 that will providewhich provided insight into our commitments and progress on a range of ESG related topics.topics over the course of 2022. We plan to publish an updated ESG report annually.

Oversight by our Board of Directors of ESG matters primarily occurs through our Nominating and Corporate Governance Committee, which is responsible for providing guidance and oversight on corporate governance and related matters and overseeing our policies, programs, strategies and practices related to environmental, social and/or humanitarian matters. In addition, the Risk Committee is responsible for overseeing our enterprise-wide management framework and the Audit Committee provides regular oversight of our ethics and compliance matters. As a result of our ongoing commitment to our ESG initiatives, in 2022, we launched a dedicated ESG committee. TheThis management committee brings together employeeskey stakeholders from our facilities, compensation, legal, compliance, investor relations, communications, talent, and financial reporting teamsexecutive management team and is tasked with, among other things, tracking our ESG progress and examining our strategies in order to create an even greater impact.

Our Board of Directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and standing committees. We have a standing Audit Committee, Risk Committee, Compensation Committee and Nominating and Corporate Governance Committee, each of which operates under a written charter.

Pursuant to the Shareholders’ Agreement, for so long as Silver Lake is entitled to nominate a director nominee to serve on the Board of Directors, Silver Lake is entitled to designate a member to a standing committee of the Board of Directors of its choice, subject in each case to applicable law and the qualification of the applicable designees as independent under Nasdaq rules.

In addition,Furthermore, from time to time, specialadditional committees may be established under the direction of the Board of Directors when the boardBoard of Directors deems it necessary or advisable to address specific issues. Our current copiesBoard of Directors committee charters are posted on our website, www.sofi.com/investors, as required under applicable SEC rules and Nasdaq rules. The information on or available through such website is not deemed incorporated in this Proxy Statement and does not form a part of this Proxy Statement. The information provided below with respect to the composition of our committees is as of April 28, 2023.8, 2024.

Our Audit Committee consists of Steven Freiberg, Ahmed Al-Hammadi, Tom Hutton and Clara Liang, and Ahmed Al-Hammadi, with Mr. HuttonFreiberg serving as the chair of the committee. Our Board of Directors has determined that each of these individuals meet the independence requirements of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, Rule 10A-3 under the Exchange Act and applicable Nasdaq listing rules. We have determined that each member of our Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq listing rules. In arriving at this determination, our Board of Directors has examined each Audit Committee member’s scope of experience and the nature of their prior and/or current employment.

The parties have determined that each of Steven Freiberg and Tom Hutton qualifies as an Audit Committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of Nasdaq listing rules. In making this determination, our Board of Directors considered TomMr. Freiberg’s and Mr. Hutton’s formal education and previous and current experience in financial and accounting roles.

The Audit Committee’s responsibilities include, among other things:

The independent registered public accounting firm and management periodically will meet privately with the Audit Committee. We believe that the composition and functioning of the Audit Committee meets the requirements for independence under applicable Nasdaq listing standards. The Audit Committee met five times in 2022.2023.

Our Risk Committee consists of John Hele, Steven Freiberg, Harvey Schwartz and Magdalena Yeşil, with Mr. SchwartzHele serving as the chair of the committee. Mr. Hele will join the Risk Committee effective May 1, 2023. The Board of Directors has determined that each of John Hele, Steven Freiberg, Harvey Schwartz and Magdalena Yeşil and John Hele areis “independent” as defined under applicable SEC rules and Nasdaq listing standards. Harvey Schwartz will qualify as “independent” as defined under applicable SEC rules and Nasdaq listing standards in May 2023.

At least one member of the Committee should have “risk management expertise” commensurate with the Company’s capital structure, risk profile, complexity, activities, size and other appropriate risk-related factors, and we have determined that each of Steven Freiberg, John Hele and Harvey Schwartz and John Hele has such “risk management expertise”.expertise.” In making this determination, the Board of Directors considered Steven Freiberg’s, John Hele’s and Harvey Schwartz’s and John Hele’s previous and current experience in relevant roles at banking and financial services entities.

The Risk Committee’s responsibilities include, among other things:

The Risk Committee met six times in 2022.2023.

Our Compensation Committee consists of Steven Freiberg, Michael Bingle Richard Costolo, Steven Freiberg and Clara Liang, with Mr. Freiberg serving as the chair of the committee. The Board of Directors determined that each of these individuals is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The Board of Directors determined that each of these individuals is “independent” as defined under applicable Nasdaq listing standards, including the standards specific to members of a Compensation Committee.

The Compensation Committee’s responsibilities include, among other things:

We believe that the composition and functioning of the Compensation Committee meets the requirements for independence under applicable Nasdaq listing standards. The Compensation Committee met teneight times in 2022.2023.

The Nominating and Corporate Governance Committee consists of Ruzwana Bashir, Tom Hutton and Magdalena Yeşil,Ruzwana Bashir, with Ms. YeşilMr. Hutton serving as the chair of the committee. The Board of Directors has determined that each of these individuals is “independent” as defined under applicable SEC rules and Nasdaq listing standards.

The Nominating and Corporate Governance Committee’s responsibilities include, among other things:

We believe that the composition and functioning of the Nominating and Corporate Governance Committee meets the requirements for independence under current Nasdaq listing standards. The Nominating and Corporate Governance Committee met fourfive times in 2022.2023.

The Board of Directors may from time to time establish other committees.

We have a code of business conduct and ethics that applies to all of our executive officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code of business conduct and ethics is available on our website, https://investors.sofi.com/governance/governance-documents/. We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of business conduct and ethics on our website rather than by filing a Current Report on Form 8-K.

Our Board of Directors has adopted a set of corporate governance guidelines, which can be found on our investor relations website at https://investors.sofi.com/governance/governance-documents/. Our corporate governance guidelines address such matters as boardBoard of Directors composition and selection, the frequency and agenda of Board of DirectorDirectors meetings, communications with stockholders, Board of Directors committee performance evaluations, succession planning and director compensation review. Our Nominating and Corporate Governance Committee periodically reviews our corporate governance guidelines and recommends any proposed changes to our Board of Directors.

The following table provides total compensation paid or awarded in 20222023 to certain of our non-employee directors who served during 20222023 based on the NED Compensation Policy, as defined below. Other than as set forth in this table and described more fully below, we did not pay any compensation or make any equity or non-equity awards to any of the non-employee members of our Board of Directors in 2022.2023. We also did not pay any compensation or make any equity or non-equity awards to Mr. Noto, our Chief Executive Officer, in his capacity as director.

In October 2022,April 2023, our Board of Directors approved the adoption of a non-qualified deferred compensation plan for independent directors of SoFi Technologies (“Director Deferred Compensation Plan”) to become, which became effective in May 2023. The Director Deferred Compensation Plan is a non-qualified, unfunded plan established for the purpose of allowing directors of the Company to defer the receipt of income, including cash fees and equity awards granted in connection with their service on the Board of Directors. Under the Director Deferred Compensation Plan, a non-employee director can elect to defer up to 100% of their cash retainers and RSU awards. While the amounts deferred under the Director Deferred Compensation Plan are not invested in our Common Stock, the compensation of each director who elects to defer compensation under the Director Deferred Compensation Plan is still treated as if it had been invested in our Common Stock. This means that, if the value of our Common Stock increases, the relevant account balance for each such director will increase in value. Each director who participates in the Director Deferred Compensation Plan will receive distributions in the form of our Common Stock unless the Company, in its sole discretion, decides to distribute cash instead. Distributions under the Director Deferred Compensation Plan are generally made within 60 days upon the director's termination of service on the Board of Directors, the date that is five years from the date the director defers compensation under the Director Deferred Compensation Plan, the date of a sale of our Company, or the date of death or disability of the director, whichever occurs first.

The Certificate of Incorporation contains provisions that limit the liability of our directors for monetary damages for breach of their fiduciary duties, except for liability that cannot be eliminated under the DGCL. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for any of the following:

This limitation of liability does not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

The Certificate of Incorporation and the Bylaws also provide that we shall indemnify our directors and executive officers and may indemnify our other officers and employees and other agents to the fullest extent permitted by law. We believe that indemnification underlaw and may indemnify our employees and agents to the Bylaws covers at least negligence and gross negligence onextent authorized by the part of indemnified parties.Board. The Bylaws also permit us to secure insurance on behalf ofto protect the Company and/or any officer, director, employee or other agent foragainst any expense, liability arising out of his or her actions in this capacity,loss, regardless of whether the BylawsDGCL would permit indemnification.

We have entered into separate indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our charterorganizational documents. These agreements, among other things, provide for indemnification of our directors and executive officers for expenses, judgments, fines and settlement amounts incurred by this person in any action or proceeding arising out of this person’s services as a director or executive officer or at our request. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

At the 2022 Annual Meeting of Stockholders, the stockholders indicated their preference that the Company solicit a non-binding advisory vote on the compensation of the named executive officers, commonly referred to as a “say-on-pay vote,” every year. The Board of Directors has adopted a policyresolution that is consistent with that preference. In accordance with that policy, this year,resolution, the Company is asking stockholders to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement in accordance with SEC rules.

Accordingly, our Board of Directors is asking the stockholders to indicate their support for the compensation of the Company’s named executive officers as described in this Proxy Statement by casting a non-binding advisory vote “FOR” the following resolution:

Because the vote is advisory, it is not binding on our Board of Directors or the Company. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and our Board of Directors and, accordingly, our Board of Directors and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Advisory approval of this proposal requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote thereon. Abstentions will have the same effect as a vote against. Broker non-votes, if any, will be considered present for the purposes of establishing a quorum, but will have no effect. Unless our Board of Directors decides to modify its policy regarding the frequency of soliciting non-binding advisory votes on the compensation of the Company’s named executive officers, the next scheduled say-on-pay vote will be at the 2024 Annual Meeting2025 annual meeting of Stockholders.stockholders.

Under the rules and regulations of the SEC and The Nasdaq, Global Select Market (“Nasdaq”), our Audit Committee is directly responsible for appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm. The Audit Committee has appointed and, as a matter of good corporate governance, is requesting ratification by the stockholders of the appointment of, Deloitte & Touche LLP to serve as our independent registered public accounting firm for our year ending December 31, 2023.2024. Deloitte & Touche LLP has served in such role since 2017.

A representative of Deloitte & Touche LLP is expected to be present at the 20232024 Annual Meeting. The representative will have the opportunity to make a statement if the representative desires to do so and may be available to respond to appropriate questions from stockholders.

Our organizational documents do not require that our stockholders ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm. We are doing so because we believe it is a matter of good corporate practice. The approval of this proposal requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote thereon. Abstentions will have the same effect as a vote against. Broker non-votes, if any, will be considered present for the purposes of establishing a quorum, but will have no effect.

If our stockholders do not ratify the selection, our Audit Committee will reconsider whether to retain Deloitte & Touche LLP, but still may retain them. Even if the selection is ratified, our Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

The following table summarizes the aggregate fees billed for professional services provided by Deloitte & Touche LLP related to the years ended December 31, 20222023 and 2021:2022:

Our Audit Committee approves in advance all audit and any non-audit services rendered by Deloitte & Touche LLP to us and our consolidated subsidiaries and all fees described above were pre-approved by our Audit Committee. The Audit Committee’s charter provides that the Audit Committee shall pre-approve all auditing services, internal control-related services and permitted non-audit services (including the range of fees and terms thereof) to be performed for the Company by the independent auditor, subject to the de minimis exception for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the Audit Committee prior to the completion of the audit. The pre-approval of services may be delegated to a subcommittee consisting of one or more of the Audit Committee’s members, but the decision of such subcommittee must be reported to the full Audit Committee at its next scheduled meeting. The Audit Committee has determined that the rendering of non-audit services by Deloitte & Touche LLP is compatible with maintaining its independence.

On February 13, 2024, the 2022 Annual MeetingBoard of Stockholders.

A total of 16,589,650 shares of Common Stock (b) from 100,000,000will be reserved and authorized for issuance under the 2024 ESPP. Based on the closing price of our Common Stock as reported by Nasdaq on March 28, 2024, the maximum aggregate market value of the 16,589,650 shares of Non-Voting Common Stock that could potentially be issued under the 2024 ESPP is approximately $121,104,449.

The following description of certain provisions of the 2024 ESPP is intended to between 10,000,000be a summary only. The summary is qualified in its entirety by the full text of the 2024 ESPP, a copy of which is attached to this proxy statement as Appendix A. It is our intention that the 2024 ESPP qualify as an “employee stock purchase plan” under Section 423 of the Code.

An aggregate of 16,589,650 shares will be reserved and 50,000,000 shares of Non-Voting Common Stock and (c) from 100,000,000 authorized shares of Preferred Stock to between 10,000,000 and 50,000,000 shares of Preferred Stock. Althoughavailable for issuance under the 2024 ESPP. The 2024 ESPP provides that the number of shares of our outstanding Redeemable Preferred Stock would be reducedreserved and available for issuance under the 2024 ESPP will automatically increase each January 1, beginning on January 1, 2025, by the Reverse Stock Split ratio, the authorizedlesser of 16,589,650 shares of Redeemable PreferredCommon Stock, would remain at 100,000,000 authorized shares because we do not believe the benefits to the Company and its stockholders of such a reduction are sufficient to merit the time and expense of seeking a separate vote1% of the holdersoutstanding number of Redeemable Preferred Stock as would be required under Delaware law. We do not currently have any plans to issue additional shares of Redeemable PreferredCommon Stock inon the future andimmediately preceding December 31, or such lesser amount as determined by the Redeemable Preferred Stock cannot2024 ESPP administrator. If our capital structure changes because of a stock dividend, subdivision of outstanding shares or similar event, the number of shares that can be converted into Common Stock.issued under the 2024 ESPP will be appropriately adjusted.

If this Reverse Split Proposal is approvedThe 2024 ESPP will be administered by our stockholders, ourthe person or persons appointed by the Board of DirectorsDirectors. Initially, the Compensation Committee will administer the 2024 ESPP and will have thefull authority to decide, in its sole discretion, without further action by the stockholders, (i) whether to effect a Reverse Stock Split within twelve months of the 2023 Annual Meeting date, (ii) the specific timing of effectiveness of the Reverse Stock Splitmake, administer and (iii) the exact ratio of the Reverse Stock Splitinterpret such rules and Authorized Share Reduction within the Ratio Range (the “Final Ratio”). We would communicate to the public, prior to the effective date, additional detailsregulations regarding the Reverse Stock Split, the Authorized Share Reduction and Reverse Split Amendment, including the Final Ratio selected.2024 ESPP as it deems advisable.

Even if our stockholders approve the Reverse Split Proposal, we reserve the right not to effect the Reverse Stock Split and Authorized Share Reduction if our Board of Directors does not deem it to be in the best interestsAny employee of the Company and our stockholders. Our Boardor one of Directors believesits subsidiaries that granting this discretion provides it with maximum flexibilityhas been designated to actparticipate in the best interests2024 ESPP is eligible to participate in the 2024 ESPP so long as the employee is customarily employed for more than 20 hours a week. No person who owns or holds, or as a result of our stockholders. Our Board of Directors' decision as to whether and when to effectparticipation in the Reverse Stock Split and Authorized Share Reduction will be based on a number of factors, including, but not limited to, prevailing market conditions, existing and expected trading prices for our2024 ESPP would own or hold, Common Stock actual or forecasted resultsoptions to purchase Common Stock that together equal to 5% or more of operations, and the likely effecttotal combined voting power or value of such results on the market priceall classes of our Common Stock.

Participation in the 2024 ESPP is limited to recommend such actionseligible employees who authorize payroll deductions equal to our Boarda whole percentage of Directors or our stockholders. Furthermore,base pay to the Reverse Split Proposal is not being proposed in order to meet the requirements of any national securities exchange.

Unless otherwise determined by the Compensation Committee, each offering of Common Stock under the 2024 ESPP will be for up to 27 months, which we cannot accurately predictrefer to as an “offering period.” Offerings under the 2024 ESPP will generally begin on the first business day occurring on or ensure thatafter each May 1 and November 1 and will end on the Reverselast business day occurring on or before the following October 31 and April 30, respectively. Shares of Common Stock Split and the Authorized Share Reduction will produce or maintain the desired results, which are described inpurchased under

On the Authorized Share Reduction, seeexercise date of each offering period, the section below entitled “Other Considerations”. However, our Board of Directors believes thatemployee is deemed to have exercised the benefits tooption granted under the Company and our stockholders outweigh2024 ESPP, at the risks and recommends that you vote “For” the Reverse Split Proposal.

In general, if an employee is no longer a participant on an exercise date, the employee’s option granted under the 2024 ESPP will be realizedautomatically terminated, and the amount of such employee’s accumulated payroll deductions will be refunded.

Except as may otherwise be permitted by the 2024 ESPP administrator in advance of an offering, a participant may not increase the amount of his or maintained.her payroll deductions during any offering period but may increase or decrease the amount of his or her payroll deduction with respect to the next offering by filing a new enrollment form at least fifteen (15) business days before the next offering period. A participant may withdraw from participation in the 2024 ESPP at any time without affecting his or her eligibility to participate in future offerings. If a participant withdraws from an offering period, that participant may not again participate in the same offering period, but may enroll in subsequent offering periods. An employee’s withdrawal will be effective as of the beginning of the next business day.

Since participation in the per share price. The per share price2024 ESPP is voluntary, the benefits or amounts that will be received by or allocated to any individual or group of our Common Stock dependsindividuals under the 2024 ESPP in the future are not determinable and no awards have been granted that are contingent on multiple factors, including our performance, prospects, market conditions,stockholder approval of the 2024 ESPP. Accordingly, we have not included a New Plan Benefits table. Furthermore, participation in the 2024 ESPP is limited to eligible employees who provide services to the Company. Any such employee may, subject to the limitations described herein, in the 2024 ESPP and/or applicable law, authorize payroll deductions and participate in the 2024 ESPP once effective. Moreover, the 2024 ESPP is a voluntary plan, subject to the statutory and other factorslimitations of the 2024 ESPP as described in this 2024 ESPP Proposal, such that may be unrelated to the number of shares outstanding,Company would not have made any of which could have a counteracting effect tosuch determinable allocations in the Reverse Stock Split on the per share price.

The following is only a summary of the Reverse Stock Split is effected,effect of the declineUnited States income tax laws and regulations upon an employee and us with respect to an employee’s participation in the price and the decline in our overall market capitalization may2024 ESPP. This summary does not purport to be greater than would have occurreda complete description of all federal tax implications of participation in the absence2024 ESPP, nor does it discuss the income tax laws of any municipality, state or foreign country in which a Reverse Stock Split. Asparticipant may reside or otherwise be subject to tax.

The 2024 ESPP is intended to comply with Section 423 of the Code. A participant in the 2024 ESPP generally recognizes no taxable income either as a result of participation in the 2024 ESPP or upon exercise of an option to purchase shares of Common Stock under the terms of the 2024 ESPP.

If a lower numberparticipant disposes of shares outstanding, the market for ourof Common Stock may also become more volatile.

If the Reverse Split Amendment was implemented, the per share exercise price of any outstanding stock options and any applicable repurchase price of any restricted shares would be increased proportionately, and the number of shares issuable

The Company or its subsidiaries will generally be entitled to a tax deduction in the year of a disqualifying disposition equal to the aggregate warrant priceamount of ordinary income recognized by the participant as a result of that would have been payable fordisposition. In all other cases, neither the total numberCompany nor its subsidiaries will be allowed a deduction.

The approvalApproval of this Reverse Splitthe 2024 ESPP Proposal including the Reverse Split Amendment, requires the affirmative vote of a majority of the outstanding stockvoting power of the shares present in person or represented by proxy and entitled to vote.vote thereon. Abstentions and brokerwill have the same effect as a vote against. Broker non-votes, whileif any, will be considered present for the purposes of establishing a quorum, but will have the same effect as a vote against.no effect.

The following table sets forth certain information concerning our executive officers, other than Anthony Noto, our Chief Executive Officer and Director, whose information is set forth above under Proposal One:

This Compensation Discussion and Analysis provides information regarding the 20222023 compensation program for our principal executive officer, our principal financial officer, and our three most highly-compensated executive officers (other than our principal executive officer and principal financial officer) who were serving as our executive officers at the end of the last completed year, and one additional individual for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer of the Company at the end of the last completed year. These individuals are our “Named Executive Officers” or “NEOs”.“NEOs.” For 2022,2023, our Named Executive Officers were:

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2022.2023. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. Finally, it analyzes how and why we arrived at the specific compensation decisions for our Named Executive Officers in 20222023 and discusses the key factors that were considered in determining their compensation.

SoFi is a member-centric, one-stop shop for financial services that, through our Lending and Financial Services products, allows members to borrow, save, spend, invest and protect their money. We refer to our customers as “members”. and “clients.” Our mission is to help our members achieve financial independence in order to realize their ambitions. We have created an innovativeTo us, financial services platform designed to offer best-in-class products to meetindependence does not mean being wealthy, but rather represents the broad objectivesability of our members andto have the lifecyclefinancial means to achieve their personal objectives at each stage of life, such as owning a home, having a family, or having a career of their financial needs.choice — more simply stated, to have enough money to do what they want. We were founded in 2011 and have developed a suite of financial products that offers the speed, selection, content and convenience that only an integrated digital platform can provide. In order for us to achieve our mission, we have to help people get their money right, which means providing them with the ability to borrow better, save better, spend better, invest better and protect better. Everything we do today is geared toward helping our members “Get Your Money Right” and we strive to innovate and build ways for our members to achieve this goal. An additional key element

In order to help achieve our mission, we offer personal loans, student loans, home loans and related servicing. We offer a variety of our long-term strategy to better servefinancial services products, such as SoFi Money, SoFi Credit Card, SoFi Invest and SoFi Relay, that provide more daily interactions with our members, has beenas well as lending as a service which helps a broader range of borrowers to secure a national bank charter, which we achieved through completing a rigorous regulatory approval process and through a strategic acquisition, allowing us to begin operating a national bank, SoFi Bank. In addition to benefiting our members, ourfind lending solutions. We offer products and capabilities, such as SoFi At Work, that are also designed to appeal to enterprises, such as financial services institutions that subscribe to our enterprise services and have become interconnected with the SoFi platform.enterprises. We have continuedalso made strategic acquisitions to further expand our platform capabilities for enterprises, throughwhich we believe will deepen

In 2022,2023, we achieved the following:

In 2022,2023, the compensation of our Named Executive Officers was determined as follows:

At our 2023 Annual Meeting of Stockholders, we conducted our initial non-binding, advisory vote on the compensation of our Named Executive Officers (commonly known as a “Say-on-Pay” vote). Our stockholders approved the 2022 compensation of our Named Executive Officers, with Mr. Rishel. In connection with his appointment as our Chief Technology Officer, effective June 13, 2022, we entered into an employment offer letter dated April 22, 2022 with Mr. Rishel, which provides for annual base salary, target annual cash bonus opportunities, a sign-on advance, and an RSU award. The termsapproximately 74.2% of the offer letter are alignedvotes cast in favor of the proposal. The Company subsequently examined the feedback received from Institutional Shareholder Services and Glass Lewis to learn more about existing concerns with respect to our primary executive compensation objectives of attracting, motivating, rewarding, and retaining our executive officers, and aligning their interests with those of our stockholders.program.

At our 2022 Annual Meeting of Stockholders, we conducted a non-binding advisory vote on the frequency of future Say-on-Pay votes (commonly known as our Executive Vice President and Group Business Unit Leader – Lending & President, SoFi Bank, effective August 13, 2022, reflectivea “Say-on-Frequency” vote). A majority of our stockholders voted in favor of holding Say-on-Pay votes on an annual basis. Accordingly, our Board of Directors approved a resolution that, until the next non-binding advisory Say-on-Frequency vote, we will hold Say-on-Pay votes on an annual basis.

The target value of our CEO’s PSU award and the allocation of his overall equity award between his PSU award and RSU award were each formulated by the Compensation Committee after considering, among other things, the intensely competitive market in which we operate and the importance of our CEO to the achievement of our financial and strategic business objectives.

In determining the size of our CEO’s overall equity award, the Compensation Committee reviewed his overall target total direct compensation packagesin view of, among other things, our consistently strong financial and operational performance under his leadership, his significant contributions to our development both preceding and following our transition to public company status, the remaining prospective incentive and retention value of his then-current equity holdings, the highly competitive market for proven executive officers.talent, and his historical level of compensation relative to that of similarly-situated executives at the companies in our compensation peer group. After reviewing the challenges and opportunities presented by our long-term financial and strategic business objectives, the Compensation Committee determined that our CEO is uniquely

As discussed above, in February 2024, the Compensation Committee recommended to the independent members of maintaining competitive compensation packagesour Board of Directors that our CEO’s annual equity award be granted in the form of both a PSU award and an RSU award. The Compensation Committee recommended that the dollar value of the PSU award comprise 25% of his equity award and the dollar value of the RSU award comprise the remaining 75% of the equity award. In February 2024, the independent members of our Board of Directors approved the grant of our CEO’s annual equity award in the form of a PSU award for 726,217 units and an RSU award for 2,178,650 units.

We believe our executive compensation program is reasonable, competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining our Named Executive Officers with the goal of aligning their interests with those of our stockholders. To ensuresecure this alignment and to motivate and reward individual initiative and effort, we seek to ensure that a meaningful portion of our Named Executive Officers’ target annual total direct compensation opportunity is both variable in nature and “at-risk.”

We emphasize variable compensation that appropriately rewards our Named Executive Officers through two separate compensation elements:

These variable pay elements ensure that, each year, a substantial portion of our Named Executive Officers’ target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with our actual performance.

In 2022,2023, approximately 91%93% of our CEO’s target total direct compensation and approximately 91%90%, on average, of our other Named Executive Officers’ target total direct compensation consisted of “at risk” variable compensation.

We believe that this design provides balanced incentives for our Named Executive Officers to execute our operational objectives and drive long-term growth. To ensure that we remain faithful to our compensation philosophy, the Compensation Committee regularly evaluates the relationship between the values of the equity awards granted to our Named Executive Officers, the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years, and performance over this period.

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee reviews our executive compensation program on an annual basis to ensure consistency with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation-related policies and practices that were in effect during 2022.2023.

We take a principled approach in providing fair, relevant, and competitive compensation and benefits to a dynamic workforce with diverse needs. Our compensation programs are designed to attract, motivate, and retain talented, deeply

To further these objectives, our executive compensation program focuses on “paying for performance” where our executive officers’ compensation is aligned to our performance, in addition to individual contribution and impact. In addition, we aim to balance short-term versus long-term compensation and fixed amounts of cash with variable incentive compensation. Our equity compensation program aligns executive compensation to the long-term interests of our stockholders by aligning their pay to our actual performance, while seeking to promote a long-term commitment to the Company by our executive officers. We strive for a fair, competitive, transparent and equitable approach in recognizing and rewarding our executives.

The design of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests of our executive officers and stockholders and to link pay with performance. When reviewing the design of our executive compensation program, the Compensation Committee considers the competitive market for corresponding positions within comparable geographic areas and companies of similar size and stage of development operating in our industry. This consideration is based on the general knowledge of the members of the Compensation Committee as augmented by competitive market data developed and analyzed by its compensation consultant. The Compensation Committee and, in the case of our CEO, the independent members of our Board of Directors, approve compensation decisions for each executive officer on an individual basis after a thorough discussion of the various factors described below.

As we continue to gain experience as a public company, we expect that the specific direction, emphasis, and components of our executive compensation program will continue to evolve as determined by the Compensation Committee. We have begun to transition to a more empirically-based approach that involves positioning our executive compensation against the competitive market based on an analysis of peer group data and broad-based executive compensation surveys.

The Compensation Committee is responsible for discharging the responsibilities of our Board of Directors relating to the compensation of our executive officers, including our Named Executive Officers (other than our CEO) and the non-employee members of our Board of Directors. The Compensation Committee formulates and presents compensation

The Compensation Committee evaluates and determines any compensation adjustments or awards to our executive officers (other than our CEO) or, in the case of our CEO or otherwise in the Compensation Committee’s discretion, recommends such adjustments and awards to the independent members of our Board of Directors for final determination. As part of this review process, the Compensation Committee applies the objectives described above within the context of our overall compensation philosophy while simultaneously considering the compensation levels needed to ensure our executive compensation program remains competitive based on input from and market data provided by its compensation consultant. The Compensation Committee also evaluates whether we are meeting our retention objectives and the potential cost of replacing key executive officers.

In carrying out its responsibilities, the Compensation Committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies, and makes decisions that it believes further our philosophy or aligns with developments in best compensation practices, and reviews the performance of our executive officers when making decisions with respect to their compensation.

The Compensation Committee’s authority, duties, and responsibilities are further described in its charter, which is reviewed annually and revised and updated as warranted.

The Compensation Committee has retained a compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program; however, the Compensation Committee exercises its own judgment in making final decisions and recommendations with respect to the compensation of our executive officers, including our Named Executive Officers.

During the first quarter of each year, the Compensation Committee conducts a review of the compensation arrangements of our executive officers, including our Named Executive Officers. As part of this review, the Compensation Committee evaluates the base salary levels, annual cash bonus opportunities, and long-term incentive compensation opportunities of our executive officers, including our Named Executive Officers, and all related performance criteria.

The Compensation Committee does not establish a specific target for formulating the target annual total direct compensation opportunities of our executive officers. In making decisions about the compensation of our executive officers, including our Named Executive Officers (other than our CEO) and recommendations about the compensation of our CEO to the independent members of our Board of Directors, the members of the Compensation Committee rely on their general experience and subjective considerations of various factors (in combination with the guidance provided by the compensation consultant), including the following:

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer, including our Named Executive Officers. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable.

In discharging its responsibilities, the Compensation Committee works with members of our management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s proposals with respect to program structures, as well as his recommendations for adjustments to annual cash compensation, long-term incentive compensation opportunities, and other compensation-related matters for our executive officers (except with respect to his own compensation).

At least once each year, our CEO reviews the performance of our other executive officers, including our other Named Executive Officers, based on such individual’s level of success in accomplishing the business objectives established for the individual for the prior year and the individual’s overall performance during that year, and then makes recommendations to the Compensation Committee. The Compensation Committee reviews and discusses the CEO’s proposals and recommendations (other than with respect to his own compensation) and considers them as one factor in determining and approving the compensation of our executive officers. Our CEO generally attends meetings of our Board of Directors and the Compensation Committee at which executive compensation matters are addressed, except with respect to discussions involving his own compensation.

The Compensation Committee has the sole authority to retain an external compensation consultant to assist it by providing information, analysis, and other advice relating to the compensation of our executive officers, including our Named Executive Officers, including the authority to approve the compensation consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the Compensation Committee and its chair, and serves at the discretion of the Compensation Committee, which reviews the engagement annually.

The Compensation Committee initially engaged Compensia, Inc. (“Compensia”), a national compensation consulting firm, in 2020 to serve as the Compensation Committee’s compensation consultant to advise on executive compensation matters, including competitive market pay practices for our executive officers, including our Named Executive

During 2022,2023, Compensia attended the meetings of the Compensation Committee (both with and without management present) as requested and provided various services, including the analysis and selection of our compensation peer group, the review and analysis for certain long-term incentiveof the target total direct compensation opportunities for our executive officers, including our Named Executive Officers, the review and analysis of the design for our short-term incentive compensation, the review and analysis for the introduction of PSU awards into our long-term incentive compensation program, the adoption of a clawback policy, the preparation of a compensation-related risk assessment for our executive compensation program, the review and analysis of the compensation for the non-employee members of our Board of Directors and the development of tools for the efficient administration of the Compensation Committee. The terms of Compensia’s engagement includesinclude reporting directly to the Compensation Committee chair. At the request of the Compensation Committee, Compensia also coordinated with our management for data collection and informal market comparisons for our Named Executive Officers. In 2022,2023, Compensia did not provide any other services to us.

The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that such compensation consultant provided, the quality of those services and the fees associated with the services provided during 2022.2023. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules, and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Compensia.

The Compensation Committee believes that peer group comparisons are useful guides to evaluate the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of technology

In May 2021,July 2022, the Compensation Committee approved a compensation peer group with the assistance of Compensia to analyze the compensation of our executive officers, including our Named Executive Officers. In identifying and selecting the companies to comprise the compensation peer group, Compensia considered the following primary criteria:

This compensation peer group was used by the Compensation Committee for the rest of 20212022 and into 20222023 as a reference for understanding the competitive market for executive positions in our industry sector.

The Compensation Committee used data drawn from the companies in our compensation peer group, as well as data drawn from a custom cut of the Radford Global Technology Survey (which contained 1918 of the 2220 peer group companies), to evaluate the competitive market when determining the total direct compensation packages for executive officers, including our Named Executive Officers, for part of 2022,2023, including base salary, target annual cash bonus opportunities, and long-term incentive compensation opportunities.

In September 2022,April 2023, based on feedback about our executive compensation program and after discussions with its compensation consultant, the Compensation Committee, with the assistance of Compensia, reviewed and updatedlaunched a comprehensive review of our compensation peer group with the objective of updating the peer group to reflect changes inpeer companies that were more comparable to us at our market capitalization and to recognize our evolving business focus.particular stage of maturity. In evaluating the companies comprising the compensation peer group at that time, Compensia considered the same best practicefollowing selection criteria which, although similar in many respects to the criteria that it had been used in its 2021 review.prior years, also took into consideration the changes in our market capitalization and our evolving business focus:

Based on a review of the analysis prepared by Compensia, the compensation committeeCompensation Committee approved a revised compensation peer group in September 2022July 2023 for the remainder of 20222023 and into 20232024 consisting of the following companies:

The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. For example, the Company expects to remove SVB Financial Group and Twitter from the compensation peer group in the next annual assessment, as we no longer feel they are appropriate peers for evaluating our executive compensation.

Generally, our executive compensation program in 20222023 consisted of three principal elements — base salary, annual cash bonus opportunities, and long-term incentive compensation opportunities in the form of equity awards. It also included participation in our broad-based health and welfare benefit programs.

We also provide certain post-employment compensation (severance and change of control) payments and benefits that are consistent with our view of competitive market practices, and other benefits, such as health and welfare programs, including a Section 401(k) Plan. In general, our executive officers participate in the standard employee health and welfare benefit programs available to our employees generally.

Base salary represents the fixed portion of the compensation of our executive officers, including our Named Executive Officers, and is a critical element of compensation intended to attract and retain highly talented individuals. Generally, the base salary for each executive officer is intended to provide a fixed amount of cash compensation that is based on his or her individual role, experience, and expected contributions to the Company. Base salary is also designed to provide our Named Executive Officers with steady cash flow during the course of the year that is not contingent on short-term variations in our corporate performance.

Following this review, the Compensation Committee recommended to the independent members of our Board of Directors that the annual base salary offor our CEO be increased to bring his annual base salary to amaintained at its 2022 level that was comparable to thatand the independent members of similarly-situated executives in the competitive marketplace and to reflect, among other things, his performance and anticipated role and responsibilities as the chief executive officerour Board of a publicly-traded company.Directors approved this recommendation. The Compensation Committee also determined to adjust the annual base salaries of certain of our then-incumbent executive officers, but decided to maintain the annual base salaries of our then-incumbentother Named Executive Officers at their 2021 levels. Subsequently,2022 levels, while adjusting the independent membersannual base salaries of certain of our Board of Directors approved the recommended annual base salary increase for our CEO.other executive officers.

The annual base salaries of our Named Executive Officers were as follows:

We provide our executive officers, including our Named Executive Officers, with the opportunity to earn annual cash bonuses that are intended to encourage the achievement of corporate performance goals. AtFor 2023, the start of each new year, the Board of Directors approves the percentage of the “Company Achievement Target” that has been met for the prior year. The Company Achievement Target represents the Company-wide bonus funding as determinedAnnual Cash Bonus Plan was based on the achievement of key Companytwo pre-established financial performance objectives or “Company Priorities,”and the achievement of two pre-established operational performance objectives as set byforth in our Board of Directors on an annual basis. The bonus pool is determined by the percentage of the Company Achievement Target actually met, multiplied by the aggregate target annual cash bonus opportunities of all eligible participants.“Company Scorecard.” To be eligible to receive an annual cash bonus payment, a participant, including a Named Executive Officer, must be employed by us on the last calendar day of the applicable planAnnual Cash Bonus Plan period, in this case, December 31, 2022.

The individual components of the Annual Cash Bonus Plan discussed below were chosen because the Compensation Committee believes each component properly and effectively motivates each executive officer, including each Named Executive Officer, to achieve the Company’s pre-established corporate goals and their individual performance goals.

The target annual cash bonus opportunities of our Named Executive Officers, as a percentage of annual base salary, were as follows:

Key Company performance objectives, or “Company Priorities,” as set by our Board of Directors on an annual basis, are weighted to determine Company-wide bonus funding. In determining the appropriate weight to apply with respect to each Company Priority, our CEO andFebruary 2023, the Compensation Committee considerselected our annual adjusted net revenue and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) as the two financial performance metrics that he ormeasures for the Annual Cash Bonus Plan. The Compensation Committee believed these financial performance measures were appropriate for our business because they believe areprovided a balance between generating revenue, managing our expenses and growing our business, which it believes most impactfuldirectly influences the creation of long-term stockholder value. Each financial performance measure was weighted according to the Compensation Committee’s assessment of its relative significance related to the successful execution of our overall corporate performance. These “Company Priorities” areannual operating plan for 2023. Each of these financial measures is defined in our Annual Report on Form 10-K.

In February 2023, the Compensation Committee selected new members and new products as the two operational performance measures for the Annual Cash Bonus Plan. Each of these operational performance measures was equally weighted as 15% of our executive officers’ annual cash bonus payment, with the total company scorecard weighted as 30% of our executive officers including our Named Executive Officers.annual cash bonus payment. For 2022, the following table sets forth for each Company Priority the weight distribution and targetthis purpose:

In February 2023, the Compensation Committee set the threshold, target and maximum performance payment levels for additional discussioneach of our member and total products metrics.

In February 2023, our CEO and2024, the Compensation Committee evaluated our actual performance against the Company Prioritiescorporate performance measures and determined that we had achieved (i) 96% of our Adjusted Net Revenue performance measure for a payment percentage of 111%, (ii) 124% of our Adjusted EBITDA performance measure for a payment percentage of 131% and (iii) 117% of our corporate scorecard performance measure for a payment percentage of 126%, or an aggregate payment

In addition, our CEO assessed the individual performance ofFor each of our executive officers, including our Named Executive Officers, (other than the CEO’s own individual performance), and provided these assessments to the Compensation Committee. The Compensation Committee reviewed our CEOs assessments and exercised its discretion to assess the individual performance of each of our executive officers, including each of our Named Executive Officers (other than our CEO). The independent members of our Board of Directors exercised their discretion to assess the individual performance of our CEO.

In view of such assessments, our Named Executive Officers received the following annual cash bonus payments for 2022:2023: